APA INFRASTRUCTURE LIMITED — Investor Presentation 2021

Sep 23, 2021

Australian Pipeline Ltd ACN 091 344 704 | Australian Pipeline Trust ARSN 091 678 778 | APT Investment Trust ARSN 115 585 441 Level 25, 580 George Street Sydney NSW 2000 | PO Box R41 Royal Exchange NSW 1225 Phone +61 2 9693 0000 | Fax +61 2 9693 0093 APA Group | apa.com.au

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24 September 2021

ASX ANNOUNCEMENT

APT Pipelines Limited (ASX: AP2)

APA presentation on its Superior Proposal to AusNet Services

Attached is an announcement made by APA Group (ASX: APA) which is provided for the information of APT Pipelines Limited securityholders.

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Authorised for release by Nevenka Codevelle Company Secretary APT Pipelines Limited

For further information, please contact:

Investor enquiries: Media enquiries: Mark Ley Ben Pratt General Manager, Investor Relations General Manager, External Affairs & Reputation Telephone: +61 2 8044 7045 Telephone: +61 2 9228 8300 Mob: +61 419 491 712 Mob: +61 419 968 734 Email: Mark.Ley@apa.com.au Email: Ben.Pratt@apa.com.au

About APA Group (APA)

APA is a leading Australian Securities Exchange (ASX) listed energy infrastructure business. We own and/or manage and operate a diverse, $21 billion portfolio of gas, electricity, solar and wind assets. Consistent with our purpose to strengthen communities through responsible energy, we deliver approximately half of the nation’s gas usage and connect Victoria with South Australia and New South Wales with Queensland through our investments in electricity transmission assets. We are also one of the largest owners and operators of renewable power generation assets in Australia, with wind and solar projects across the country.

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APT Pipelines Limited is a wholly owned subsidiary of Australian Pipeline Trust and is the borrowing entity of APA Group.

For more information visit APA’s website, apa.com.au.

Australian Pipeline Ltd ACN 091 344 704 | Australian Pipeline Trust ARSN 091 678 778 | APT Investment Trust ARSN 115 585 441 Level 25, 580 George Street Sydney NSW 2000 | PO Box R41 Royal Exchange NSW 1225 Phone +61 2 9693 0000 | Fax +61 2 9693 0093 APA Group | apa.com.au

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24 September 2021

ASX ANNOUNCEMENT

APA Group (ASX: APA)

APA presentation on its Superior Proposal to AusNet Services

Leading Australian energy infrastructure business, APA Group (ASX: APA), today provides the attached document from APA management that will be presented to various equity sales desks over the next week. The presentation covers the non-binding indicative proposal to the Board of AusNet Services Ltd.

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Authorised for release by Nevenka Codevelle

Company Secretary Australian Pipeline Limited

For further information, please contact:

Investor enquiries: Media enquiries: Mark Ley Ben Pratt General Manager, Investor Relations General Manager, External Affairs & Reputation Telephone: +61 2 8044 7045 Telephone: +61 2 9228 8300 Mob: +61 419 491 712 Mob: +61 419 968 734 Email: Mark.Ley@apa.com.au Email: Ben.Pratt@apa.com.au

About APA Group (APA)

APA is a leading Australian Securities Exchange (ASX) listed energy infrastructure business. We own and/or manage and operate a diverse, $21 billion portfolio of gas, electricity, solar and wind assets. Consistent with our purpose to strengthen communities through responsible energy, we deliver approximately half of the nation’s gas usage and connect Victoria with South Australia and New South Wales with Queensland through our investments in electricity transmission assets. We are also one of the largest owners and operators of renewable power generation assets in Australia, with wind and solar projects across the country. APT Pipelines Limited is a wholly owned subsidiary of Australian Pipeline Trust and is the borrowing entity of APA Group. For more information visit APA’s website, apa.com.au.

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Superior Proposal for AusNet Services Sales Desk Presentation

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24 September 2021

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disclaimer

This presentation has been prepared by Australian Pipeline Limited (ACN 091 344 704) as responsible entity of the Australian Pipeline Trust (ARSN 091 678 778) and APT Investment Trust (ARSN 115 585 441) (APA Group).

The information in this presentation does not contain all the information which a prospective investor may require in evaluating a possible investment in APA Group and should be read in conjunction with the APA Group’s other periodic and continuous disclosure announcements which are available at www.apa.com.au.

All references to dollars, cents or ‘$’ in this presentation are to Australian currency, unless otherwise stated.

Not financial product advice: Please note that Australian Pipeline Limited is not licensed to provide financial product advice in relation to securities in the APA Group. This presentation is for information purposes only and is not financial product or investment advice or a recommendation to acquire APA Group securities and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek professional advice if necessary.

Past performance: Past performance information should not be relied upon as (and is not) an indication of future performance.

Forward looking statements: This presentation contains certain forward looking information, including about APA Group, which is subject to risk factors. “Forward-looking statements” may include indications of, and guidance on, future earnings and financial position and performance. Forward-looking statements can generally be identified by the use of forward-looking words such as, 'expect', 'anticipate', 'likely', 'intend', 'could', 'may', 'predict', 'plan', 'propose', 'will', 'believe', 'forecast', 'estimate', 'target', 'outlook', 'guidance' and other similar expressions and include, but are not limited to, forecast EBIT and EBITDA, operating cash flow, distribution guidance and estimated asset life.

APA Group believes that there are reasonable grounds for these forward looking statements and due care and attention have been used in preparing this presentation. However, the forward looking statements, opinions and estimates provided in this presentation are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions and are subject to risk factors associated with the industries in which APA Group operates. Forward-looking statements, opinions and estimates are not guarantees or predictions of future performance and involve known and unknown risks and uncertainties and other factors, many of which are beyond the control of APA Group, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct. There can be no assurance that actual outcomes will not materially differ from these forward-looking statements, opinions and estimates. A number of important factors could cause actual results or performance to differ materially from such forward-looking statements, opinions and estimates.

Investors should form their own views as to these matters and any assumptions on which any forward-looking statements are based. APA Group assumes no obligation to update or revise such information to reflect any change in expectations or assumptions.

Investment risk: An investment in securities in APA Group is subject to investment and other known and unknown risks, some of which are beyond the control of APA Group. APA Group does not guarantee any particular rate of return or the performance of APA Group.

Non-IFRS financial measures: APA Group results are reported under International Financial Reporting Standards (IFRS). However, investors should be aware that this presentation includes certain financial measures that are non-IFRS financial measures for the purposes of providing a more comprehensive understanding of the performance of the APA Group. These nonIFRS financial measures include EBIT, EBITDA and other “normalised” measures. Such non-IFRS information is unaudited, however the numbers have been extracted from the audited financial statements.

Not an offer: This presentation does not constitute an offer, invitation or recommendation to subscribe for or purchase any security. In particular, this presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. Securities may not be offered or sold, directly or indirectly, in the United States or to persons that are acting for the account or benefit of persons in the United States, unless they have been registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act), or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and any other applicable state securities laws.

Non-GAAP financial measures: Investors should be aware that certain financial data included in this presentation are "nonGAAP financial measures" under Regulation G of the U.S. Securities Exchange Act of 1934, as amended. These measures are EBITDA, normalised EBITDA and statutory EBITDA. The disclosure of such non-GAAP financial measures in the manner included in the presentation may not be permissible in a registration statement under the U.S. Securities Act. These non-GAAP financial measures do not have a standardised meaning prescribed by Australian Accounting Standards and therefore may not be comparable to similarly titled measures presented by other entities, and should not be construed as an alternative to other financial measures determined in accordance with Australian Accounting Standards. Although APA Group believes these nonGAAP financial measures provide useful information to users in measuring the financial performance and condition of its business, investors are cautioned not to place undue reliance on any non-GAAP financial measures included in this presentation.

Acknowledgement: Certain icons used in the presentation were designed by Freepik, Icongreek26, Nikita Golubev, Eucalyp and Srip from Flaticon.

2

APA is a leading Australian owned energy infrastructure business

APA has deep experience in owning and operating energy infrastructure

• Servicing 1.4m network customers and ~100 wholesale customers

• Experienced senior management team and ~2,000 employees spread across more than 50 locations

• $2.1 billion revenue[2] and $1.6 billion underlying EBITDA[3] for FY21

• Share register largely Australian institutions and residents

Compelling 6.0% FY22 distribution yield[1]

53.0c 51.0c 50.0c 47.0c 45.0c 43.5c FY17 FY18 FY19 FY20 FY21 FY22E

Stable business operations, solid cash flow with Strong distributions positive leverage and attractive yield to increasing inflation

Strong balance Growing organic Strong ESG sheet, low cost of growth pipeline of credentials with capital and high $1.3bn over the net zero emission demand for APA’s next three years ambition for 2050 investment grade (BBB/Baa2) credit

Note:[1] FY22 distribution guidance of 53 cents per security as disclosed at FY21 Results. Distribution yield calculated as FY22 distribution guidance over 20 September 2021 closing price of $8.88 per stapled security.[2] Excludes pass-through revenue

on which no margin is earned.[3] Excluding significant items

3

Summary of APA’s Superior Proposal

• Superior Proposal to acquire 100% of AusNet Services (“AusNet”) shares for $2.60 per share[(1)] via scheme of arrangement (the “Proposal”) Proposal •

• Under the Scheme, all AusNet shareholders would receive $1.820 cash and 0.0878 APA securities for each AusNet share with a mix and match facility enabling shareholders to accept more cash or more securities, subject to aggregate caps

• APA considers the Proposal more attractive than the Brookfield Scheme for a number of reasons outlined on slide 15

• What the • Creates Australia’s largest energy transmission and distribution infrastructure utility, with a combined enterprise value of $35 billion and total combination assets of $29 billion delivers

• Creates a flagship Australian company with the scale and capability to accelerate the $20 billion growth in electricity transmission infrastructure needed to support the decarbonisation of Australia’s economy

• Achieves cost synergies and revenue growth opportunities by integrating operations and by leveraging APA’s national platform and the worldclass operational and development capabilities of the two businesses

• Releases certain existing AusNet constitutional constraints which are expected to limit the growth of its business

• Provides customers and the community with a range of safe, clean and reliable energy solutions across electricity, gas, renewables, storage and other emerging technologies and would provide employees with new and exciting career opportunities in a larger, more diverse organisation

• Provides substantially greater liquidity and free float with the combined entity ranking in the top 40 ASX companies by market capitalisation

• Funding • Cash consideration under the Proposal will be funded via a combination of existing cash and debt facilities on hand, new bridging facilities and an equity raising. Any equity raising is expected to be approx. $1.5 billion and anticipated to be offered to eligible existing securityholders on a functionally pro-rata basis[(2)] or via an Entitlement offer

• Committed to maintaining APA's target credit rating of BBB/Baa2

(1) Based on APA’s last close on 20 September 2021 of $8.88 per security and default consideration of $1.82 cash and 0.0878 APA stapled securities for each AusNet share

(2) In a functionally pro rata offer, it is expected that APA and the underwriters would use best endeavours to allocate securities to eligible institutional / professional investors via a pro rata placement, but no formal reconciliation process would be undertaken. In addition, it is expected that an SPP of approximately $300 million would be made available for eligible existing securityholders. It is estimated that 97% of the APA register would be able to take up a pro rata (or higher) stake. An eligible securityholder’s existing holding will be estimated by reference to APA’s latest available beneficial register. No verification or reconciliation of the holdings as shown in the historical beneficial register will be undertaken.

4

Creating Australia’s flagship energy infrastructure business through the proposed acquisition of AusNet

Uniquely positioned to deliver infrastructure solutions critical to the nation’s energy transition

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Electricity infrastructure Gas infrastructure
~$35bn ~$29bn
Transmission [(4)]
enterprise value [(1)] total assets [(2)] Transmission [(4)]
>15,400 km transmission
~7,100 km high voltage lines
pipelines
Distribution [(5)]
Distribution
>42,000 km gas mains and
~$2.8bn ~54,000 km high voltage lines
~$4.5bn pipelines
Underlying
revenue [(2)]
EBITDA [(2)] New Technology &
Power generation
Complementary infrastructure
Renewable energy [(4)]
Renewable energy
Multi-billion 342 MW Wind
dollar pipeline ~3,500 149 MW Solar Storage
of organic growth employees [(3)] Gas fired [(4)]
Microgrids
opportunities 440 MW
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(1) Enterprise value calculated as APA market capitalisation as at 17 September 2021 of $10.6 billion and net debt as at 30 June 2021 of $9.0 billion, and AusNet market capitalisation as at 17 September 2021 of $7.6 billion and net debt as at 5 August 2021 of $7.6 billion

(2) Revenue including pass-through, underlying EBITDA and total asset based on FY21 annual reports. For APA, Underlying EBITDA excludes recurring items arising from other activities, transactions that are not directly attributable to the performance of APA Group’s business operations and significant items. For AusNet, based on information extracted from 2021 Annual Report.

• (3) Employees based on ~2,000 for APA and ~1,500 for AusNet

(4) Includes 100% of assets which form part of the Energy Investments segment, specifically Mortlake Gas Pipeline (50% ownership interest), SEA Gas Pipeline (50% ownership interest), North Brown Hill Wind Farm (20.2% ownership interest), and the assets of Energy Infrastructure Investments (19.9% ownership interest).

(5) Includes 100% of assets operated by APA in Queensland, New South Wales, Victoria, and South Australia

5

AusNet is a highly attractive business

One of the largest electricity network operators in Australia

• $11.2 billion Regulated & Contracted Asset Base

Predictable earnings and cash flows

94% of FY21 EBITDA generated from regulated businesses

Exposure to growing energy markets

Deep skill and experience in developing and delivering electricity networks

• $1.9 billion annual revenues

• servicing over 1.5 million customers

• 60,850 km transmission and distribution lines across Victoria

• ~12,400 km gas networks

• Connections for around 1,600 MW renewable generation

• ~13,000 transmission towers

Attractive organic growth pipeline

$2.2 billion total Victorian regulated capital investment to 2027[(1)]

Targeting additional $1.6 billion contracted asset base by FY26[(2)]

Experienced management and operating team

Workforce of over 1,500 with strong safety culture

(1) Total permitted capital expenditure under the Electricity Distribution final determination for the 2021-2026 regulatory period, and under the Electricity Transmission revised revenue proposal for the 2022-2027 regulatory period (2) Total value under contract (unconditional) regardless of construction phase as at 31 March 2021 was $1,021m

6

AusNet’s predictable earnings and cash flows

Historical financials[(1)]

$m	FY16	FY17	FY18	FY19	FY20	FY21
Revenue2 1,919 1,882 1,910 1,862 1,978 1,925
% Growth (2)% 1% (3)% 6% (3)%
EBITDA 1,143 1,073 1,143 1,134 1,197 1,155
% Margin 60% 57% 60% 61% 61% 60%
EBIT 750 647 701 678 732 691
% Margin 39% 34% 37% 36% 37% 36%
Capex 823 840 750 970 989 765
% Change 2% (11)% 29% 2% (23)%

History of consistent RCAB[(4)] growth

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+4.7%
RAB: $0.7bn growth
$11.2b
$10.8b
expected by FY26 $10.3b
$9.8b
$9.4b
$8.9b
$3.7b
CAB: targeting $2.5bn by $3.5b $3.6b
$3.5b
FY26 (23-29% CAGR) [[(5)]] $3.4b
$3.3b
$4.7b $4.9b
Electricity Gas $3.8b $3.9b $4.2b $4.4b
transmission distribution
Electricity distribution Growth and Future Networks $1.5b $1.5b $1.6b $1.6b $1.7b $1.7b
$0.4b $0.5b $0.6b $0.7b $0.8b $0.9b
(Mondo)
FY16 FY17 FY18 FY19 FY20 FY21
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• RAB: $0.7bn growth expected by FY26

• CAB: targeting $2.5bn by FY26 (23-29% CAGR)[[(5)]]

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FY21 revenue by segment [(3)] (%) FY21 revenue mix – regulated vs contracted [(6)] FY21 EBITDA by segment (%)
Gas distribution Gas distribution
Contracted
Growth and Future
12% 10% 15% Growth and Future
Networks (Mondo)
Networks (Mondo)
10% 6%
Revenue 90% EBITDA
distributionElectricity 48% $1,934m Regulated distributionElectricity 47% $1,155m
31% 32%
Electricity Electricity
transmission 90% Regulated transmission
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Motes: (1) Mar-year end as defined in AusNet’s filings (2) Statutory revenue inclusive of inter-segment eliminations. (3) Excludes (-9.5) million inter-segment eliminations (4) Regulated and contracted asset base (5) Total value under contract (unconditional) regardless of construction phase as at 31 March 2021 was $1,021m. (6) Revenue split based on contributions from regulated and contracted businesses respectively.

7

Increasing exposure to electrification

APA standalone

Pro-forma merged business[(1)]

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Power Generation,
contracted electricity
20%
and others
11% Electricity distribution
Underlying Underlying
EBITDA EBITDA
Electricity transmission 13%
$1.6bn $2.8bn
58%
Gas
Gas
Power Generation,
89% contracted electricity 9%
and others
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Sources: APA and AusNet Investor Presentations.

Notes: APA corporate costs accounted for in the “Gas and gas-related assets” earnings component. AusNet’s GFN is included in contract electricity and other segment on a pro-forma basis. Based on APA’s underlying EBITDA and AusNet segment results EBITDA Underlying EBITDA excludes recurring items arising from other activities, transactions that are not directly attributable to the performance of APA Group’s business operations and significant items. (1) Based on APA’s EBITDA for FY21 and AusNet’s EBITDA for FY21

8

Fast tracks the potential to unlock long term growth opportunities in the Australian energy transition

Organic growth pipeline Market opportunities

Unlocking growth with a combined business

• Accelerates APA to be Australia’s flagship energy transmission and distribution infrastructure business delivering the connections critical for the rapid growth in renewables and firming generation necessary for the nation’s energy transition

• APA’s national platform, balance sheet, deep energy sector relationships and capability provides immediate opportunities to:

• Expand AusNet’s electricity business nationally

• Enhance capacity to provide customers with integrated energy solutions

• Fast track pursuit of contestable projects in REZs

Gas infrastructure

Electricity infrastructure

$1.3 billion organic $8 billion market capex pipeline to opportunity to 2040 2024 Regulated: $2.2 billion $20 billion national in investments market opportunity to 2040[(1)] targeted to 2027 in Victoria Contracted: $1.6 billion targeted increase in asset base by 2026 in Victoria

• Accelerate next generation energy solutions

• Combined current organic growth pipeline of ~$5 billion

• Long term market opportunities ~$68 billion

Renewables and firming

$40 billion market opportunity to 2040

(1) RAB growth will be subject to regulatory determinations by AER. Estimates based on CAGR of 2.0-3.5% pa to 2040

Source: Investment forecast in real terms based on renewables and firming and electrification based on AEMO ISP includes renewables and gas, APA estimates

9

Case study: significant grid investment required to support Renewable Energy Zones (REZs)

NSW and Victorian Renewable Energy Zones

• State Governments developing REZs to combine infrastructure and attract private investment

• State Governments seeking to increase project contestability via procurement structures

• • Victorian projects are already contestable • Significant investment to 2040

• − NSW projects up to $10 billion[(1)]

• Victoria projects up to $5 billion[(1)]

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NSW
Sydney
High voltage transmission links
(500-220 kV)
Renewable energy zones
Vic
Melbourne
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Source: AEMO Integrated System Plan 2020 - Projected transmission network requirements; NSW Electricity Infrastructure Roadmap

• (1) $20 billion investment required based on the mid-point costs of committed, actionable and actionable with decision rules projects named in 2020 AEMO ISP. Projects that benefit multiple states have been assumed to share capex across states (e.g. Marinus Link 75% to Victoria, 25% to Tasmania; Energy Connect 75% to NSW 25% to SA; VNI West 50% Victoria and NSW; and QNI Medium & Large 75% to NSW and 25% to Queensland)

10

APA has deep experience in owning and operating energy infrastructure

Infrastructure development

Commercial development

Project development and management

Planning, heritage and environmental management Construction delivery

Stakeholder management

Regulatory management Access and approvals

Governance and risk management

Climate

Announced ambition for net zero operations emission by 2050

Launched Sustainability Roadmap

Developed a Climate Change Management Framework

Social Performance

Positive active engagement with First Nations’ communities

Social performance KPIs embedded in supplier agreements

Operational capability

National operating platform

People and process safety Asset lifecycle management Asset maintenance

Network management Customer metering operations

Funding

Investment appraisal Access to capital

Counterparty risk management Investor relations

Community engagement

Increased landholder contact visits

Community Investment Program supporting communities in need

People

Target of 30% senior leadership being female by 2025

Top 8[th] Intern Employer and Top 100 Graduate Employer

Launched National Apprenticeship Program

11

Unique opportunity to create value for APA and AusNet investors

• Standalone AST valuation

• Immediate value for Revenue growth and Accelerates growth investors synergies • Creates the scale, balance Remove AST’s growth constraints

• • Proposal is expected to be • Capturing growth sheet and capability to unlock ~$20 billion electrification

• free cash flow per security opportunities in Victoria, accretive over the long-term Australia’s fastest growing investment required to support Leverage APA national footprint

• and in the first financial year state[(3)] the decarbonisation of post acquisition[(1)] • Australia’s economy[(4)] Leveraging APA’s national

• • Expected to exceed APA’s footprint to expand AusNet’s • Enabling governments and Cost synergies return hurdles infrastructure networks communities to utilise a

• • AusNet shareholders will beyond Victoria flagship Australian company to • accelerate growth in Balance sheet and funding

• receive a 33% premium Integrating operations and Renewable Energy Zones

• relative to 30 trading day leveraging world-class (REZs) and support the

• VWAP of $1.95 and the operational and development Tax and other benefits decarbonisation of Australia’s

• option to receive APA capabilities economy

• securities and/or cash[(2)] • Commitment to BBB / Baa2 ratings APA valuation of AST

Creating value for APA securityholders

Unlocking value not currently available to AusNet shareholders

(1) Free cash flow per security accretive based on market available information for the AusNet’s regulated assets, 45% of regulatory capital expenditure deemed as stay-in-business capex, approximate CPI escalation on FY21 non-regulated asset’s free cash flow, historical net working capital, tax payable based on PPE tax step up uplift, proposed funding and pricing structure and 100% ownership

• (2) Based on APA closing share price on 20 September 2021. Option subject to aggregate caps on each form of consideration

• (3) Australian Bureau of Statistics – Victoria estimated population growth based on a 5-year compounded annual growth rate to December 2020

• (4) $20 billion electrification investment based on the mid-point of committed, actionable and actionable with decision rules projects in the NEM identified in the 2020 AEMO ISP

12

APA’s Superior Proposal delivers optimal mix of value and certainty for AusNet shareholders

Full and fair value

Attractive premium to current trading levels

• Substantial premium to recent trading levels and compelling value for AusNet shareholders

• AusNet shareholders electing cash consideration can exit their investment at an all-time high share price

~~Shareholder friendly offer~~

• Mix and match consideration allows AusNet shareholders to crystallise returns or reinvest[(1)]

• Reinvestment provides participation in the upside from growth and synergy potential

Limited conditionality

• APA understands that Singapore Power is supportive of APA and AusNet engaging in discussions to determine whether a transaction could proceed and APA has also discussed the proposal with State Grid

• Offer conditional on limited confirmatory due diligence, regulatory approvals (not subject to FIRB) and AusNet shareholder approval

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$2.8
Offer price of $2.60
$2.6
$2.4
+31% +33%
Premium Premium +41%
$2.2 Premium
$1.98
$2.0 $1.95
$1.85
$1.8
$1.6
Close as at 30 day trading 90 day trading
17 Sep 2021 VWAP VWAP
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Notes:

(1) AusNet shareholders will be able to obtain CGT rollover relief for the component of the offer that is represented by Australian Pipeline Trust securities

APA offer price of $2.60 per AusNet share based on APA’s closing price on 20 September 2021 of $8.88 per security and default consideration of $1.82 cash and 0.0878 APA stapled securities for each AusNet share. AusNet spot price as at close on 17 September 2021, 30 day trading VWAP as at 17 September 2021, and 90 day trading VWAP as at 17 September 2021

13

Proposal consistent with comparable energy infrastructure transactions

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Regulated electricity asset EV / RCAB transaction comparables
Mean: 1.55x
1.66x
1.62x
1.60x
1.57x
1.53x
1.46x
1.41x
APA’s offer (2021) Brookfield’s SKI offer (2021) TransGrid (2020) Endeavour Ausgrid (2016) TransGrid (2015)
offer (2021) * * Energy (2017)
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• Transactions relate to minority interests in underlying assets

14

APA’s Superior Proposal comparison to the Brookfield Proposal

	APA’s Superior Proposal	Brookfield’s Proposal
Value 1	$2.60 per share(1)	$2.50 per share
FIRB conditionality 2	Not subject to FIRB approval	FIRB approval required
Timing 3	4 weeks confirmatory due diligence	8 weeks minimum exclusivity period
Growth potential 4	National platform and proven operating and delivery capabilities to expand AusNet’s role in Australia’s electrification/energy transition	No platform to expand AusNet beyond Victoria
Future positioning 5	Australia’s national champion delivering critical energy infrastructure	Portfolio asset within global private equity investor
Optionality for AusNet shareholders 6	Option to retain high profile ASX exposure and increase scrip via mix and match flexibility	Cash to reinvest while market is near all time highs and limited comparable exposures exist on ASX
CGT rollover relief 7	At least 75% CGT rollover relief on scrip component(2)	Unavailable
Funding 8	Clearly articulated funding strategy	Funding uncertain. Exclusivity period longer than required for due diligence

(1) Based on APA’s closing price on 20 September 2021 of $8.88 per security and default consideration of $1.82 cash and 0.0878 APA stapled securities for each AusNet share

(2) AusNet shareholders will be able to obtain CGT rollover relief for the component of the offer that is represented by Australian Pipeline Trust securities

15

Creating Australia’s flagship energy infrastructure business

A leading Australian owned energy infrastructure business		APA is a leading Australian owned energy infrastructure business with a diverse portfolio of high-quality long-life assets
		Experienced local management team with the skills and capability to support Australia’s energy transition
		Strong track record of creating value for securityholders, with a growing organic growth pipeline and attractive distributions
Combination delivers value to APA and AusNet investors		Proposal creates a unique combination of electricity, gas and renewable infrastructure
		Combination of complementary businesses to accelerate revenue growth and deliver cost synergies
		AusNet shareholders being offered maximum value with the option of cash or reinvestment into APA scrip
		Expected to be free cash flow per security accretive over the long-term and in the first financial year post acquisition(1)
Consistent with Vision and Purpose		To be world class in energy solutions, strengthening communities through responsible energy
APA executing its strategy		Creates Australia’s largest energy transmission and distribution business, uniquely positioned for the energy transition
		Low-risk and predictable cash flows from regulated and contracted energy solutions
Appropriately funded		Efficient acquisition funding mix supported by securityholder friendly equity raise
		Funding structure consistent with APA's commitment to its investment grade credit ratings of BBB/Baa2
Strong Growth Platform		Combined organic growth pipeline of ~$5 billion
		Enhances capability to participate in ~$68 billion of growth opportunities across electricity, gas and renewables
		Pathfinder/Growth & Future Networks a strong platform for the energy transition, new energy and hydrogen projects

(1) Free cash flow per security accretive based on market available information for the AusNet’s regulated assets, 45% of regulatory capital expenditure deemed as stay-in-business capex, approximate CPI escalation on FY21 non-regulated asset’s free cash flow, historical net working capital, tax payable based on PPE tax step up uplift, funding structure (including price) and 100% ownership.

• (2) Inclusive of new securities issued under the equity raising and as consideration for the acquisition of AusNet

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