ATLAS ARTERIA — Capital/Financing Update 2014

Jul 15, 2014

Macquarie Atlas Roads Limited ACN 141 075 201

Macquarie Atlas Roads International Limited EC43828

No. 1 Martin Place Telephone 612 8232 3333 26 Burnaby Street SYDNEY NSW 2000 Facsimile 612 8232 4713 Hamilton HM 11 GPO Box 4294 Internet: www.macquarie.com/mqa BERMUDA SYDNEY NSW 1164 DX 10287 SSE AUSTRALIA

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

16 July 2014

ASX RELEASE

Macquarie Atlas Roads

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Acquisition of Additional Interest in APRR and $60 million Placement

Macquarie Atlas Roads (MQA) is pleased to announce that it has entered into an agreement to acquire an additional 1.4% interest in Macquarie Autoroutes de France 2 SA (MAF2), the company through which MQA and certain Macquarie-managed entities hold their indirect investment in Autoroutes Paris-Rhin-Rhône (APRR) (the Acquisition). The Acquisition will increase MQA’s economic interest in APRR by 0.7%, from 19.44% to 20.14%.

The vendor is a Macquarie-managed vehicle which is concurrently selling an equal stake to third parties on the same terms.

The Acquisition is expected to provide an attractive return to MQA and will also support MQA’s existing dividend per share outlook. The Acquisition is also expected to consolidate MQA’s position in the APRR ownership structure.

The capital raising

The Acquisition will be funded by a placement of new MQA stapled securities (New Stapled Securities) to eligible institutional and sophisticated investors to raise approximately $60 million (Placement). The bookbuild for the Placement will be conducted today.

Further details of the Acquisition and the Placement are set out in an investor presentation which is attached to this release. The presentation contains important information, including information about the risk factors and the foreign selling restrictions with respect to the Placement.

MQA stapled securities will remain in trading halt until the earlier of such time as it makes an announcement to the market in relation to the outcome of the Placement and the commencement of trading on 17 July 2014. New Stapled Securities issued under the Placement will rank equally with existing MQA stapled securities and are expected to settle on 22 July 2014 and be allotted on 23 July 2014. New Stapled Securities will be allotted before the record date for the 2H 2014 distribution, which means that they will be eligible to receive the 2H 2014 distribution.

Distribution guidance

MQA anticipates declaring a 2H 2014 distribution of 8.2 cents per security during September 2014, subject to movements in foreign exchange rates and unforeseen events.

For further information, please contact:

Media Enquiries Mary Nicholson Navleen Prasad Chief Financial Officer Public Affairs Manager Tel: +61 2 8232 7455 Tel: +61 2 8232 6472 Email: Mary.Nicholson@macquarie.com Email: Navleen.Prasad@macquarie.com

None of the entities noted in this document is an authorised deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of these entities do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not guarantee or otherwise provide assurance in respect of the obligations of these entities.

Macquarie Atlas Roads Macquarie Atlas Roads International Limited

2

IMPORTANT NOTICES

This release contains certain forward-looking statements. Examples of forward-looking statements used in this release include: “expect”, "estimate", "intend", "may" and “designed”. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements. Forward-looking statements, opinions and estimates provided in this release are based on assumptions and contingencies that are subject to change without notice. Forward-looking statements are not a guarantee of future performance and are subject to a variety of risks and uncertainties beyond the Group's ability to control or predict, which could cause actual events or results to differ materially from those anticipated in such forwardlooking statements.

This release does not include all available information on the Group and should not be used in isolation as a basis to invest in MQA. Any potential investors should refer to MQA’s other public releases and statutory reports and consult their professional advisers before considering investing in the Group.

This release has been prepared for publication in Australia and may not be released in the United States. This release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this release have not been, and will not be, registered under the US Securities Act of 1933 and may not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws.

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Macquarie Atlas Roads Acquisition of Additional Interest in APRR

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16 July 2014

C on en s t t

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1 The Acquisition 4
2 APRR 10
3 Glossary 15
4 Key Risks 17
5 International Selling Restrictions 23
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I mpor an t t N o ti ce an d Di sc a mer l i

Disclaimer

Macquarie Atlas Roads (MQA) comprises Macquarie Atlas Roads Limited (ACN 141 075 201) (MARL) and Macquarie Atlas Roads International Limited (Registration No. 43828) (MARIL), Macquarie Fund Advisers Pty Limited (ACN 127 735 960) (AFSL 318 123) (MFA) is the manager/adviser of MARL and MARIL. MFA is a wholly owned subsidiary of Macquarie Group Limited (ACN 122 169 279).

None of the entities noted in this presentation is an authorised deposit-taking institution for the purposes of the Banking Act 1959 (Cth). The obligations of these entities do not represent deposits or other liabilities of Macquarie Bank Limited (ABN 46 008 583 542) (MBL). MBL does not guarantee or otherwise provide assurance in respect of the obligations of these entities.

This presentation has been prepared by MQA based on information available to it in relation to a placement of fully paid ordinary stapled securities in MQA to eligible institutional and sophisticated investors to fund the acquisition of a further indirect interest in Autoroutes Paris - Rhin - Rhône S.A. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusions contained in this presentation. To the maximum extent permitted by law, none of MARL, MARIL, MFA, Macquarie Capital (Australia) Limited, Macquarie Group Limited, their directors, officers, partners, employees, or agents or advisers, nor any other person accepts any liability for any loss arising from the use of this presentation or its contents or otherwise arising in connection with it, including, without limitation, any liability arising from fault or negligence on the part of Macquarie Group Limited, Macquarie Capital (Australia) Limited, or their directors, officers, partners, employees, agents or advisers have authorised, permitted or caused the issue, submission, dispatch or provision of this presentation and, except to the extent referred to in this presentation, none of them makes or purports to make any statement in this presentation and there is no statement in this presentation which is based on any statement by any of them. Except as required by law, regulation or the ASX Listing Rules, MQA disclaim any obligation to provide any additional or updated information whether as a result of new information, future events or results, or otherwise.

Summary Information

This presentation contains summary information about MQA and its activities which is current as at the date of this presentation and remains subject to change without notice. The information in this presentation is of a general nature and does not purport to be complete nor does it contain all the information which a prospective investor may require in evaluating a possible investment in MQA or that would be required in a prospectus or product disclosure statement prepared in accordance with the requirements of the Corporations Act. This presentation should be read in conjunction with MQA’s other periodic and continuous disclosure announcements lodged with the ASX, which are available at www.asx.com.au.

General Securities Warning

Any offer in Australia of New Stapled Securities may only be made to a person who is a “sophisticated investor” within the meaning of section 708 of the Corporations Act, is subscribing for securities of more than A$500,000 or otherwise pursuant to one or more exemptions contained in Chapter 6D of the Corporations Act.

This presentation is not an offer or invitation for subscription or purchase of a recommendation of securities. It does not take into account the investment objectives, financial situation and particular needs of the investor. This presentation does not constitute investment or financial product advice (nor tax, accounting or legal advice). Before making an investment in MQA, the investor or prospective investor should consider whether such an investment is appropriate to their particular investment needs, objectives and financial circumstances and consult an investment adviser if necessary.

The distribution of this presentation in jurisdictions outside Australia may be restricted by law and you should observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. In particular, this presentation may not be released or distributed in the United States or to U.S. Persons (as defined in Regulation S of the Securities Act). Refer to Part 5 of this presentation for information on international selling restrictions and eligibility to exercise entitlements.

Information, including forecast financial information, in this presentation should not be considered as a recommendation in relation to holding, purchasing or selling, securities or other instruments in MQA. Historical information in this presentation is, or is based upon, information that has been released to the Australian Securities Exchange (ASX). Due care and attention has been used in the preparation of information as to future matters or intentions. However, actual results ma y var y from future results and an y variation ma y be materiall y positive or ne g ative. Information as to future matters by their very nature, are subject to uncertainty and contingencies many of which are outside the control of MQA. Past performance is not a reliable indication of future performance. An investment in MQA is subject to known and unknown risks, some of which are beyond the control of MQA. MQA does not guarantee any particular rate of return or the performance of MQA.

Dollar amounts throughout the presentation are Australian Dollars unless stated otherwise. Any arithmetic inconsistencies are due to rounding.

STRICTLY CONFIDENTIAL  MACQUARIE ATLAS ROADS  NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

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E xecu ti ve ummary S

Macquarie Atlas Roads (MQA) has entered into an agreement to increase its economic interest in Autoroutes Paris-Rhin-Rhône (APRR) (the Acquisition)

The Acquisition

• The Acq u isition in v ol v es the p u rchase of a f u rther 0 . 71% indirect interest[1] in APRR for €41 . 5m[2] , w hich w ill increase MQA’s ownership interests in APRR from 19.44% to 20.14%

• The Acquisition implies an EV of €14.9bn[3] for the Eiffarie/APRR group

Positive Impact on MQA

• The Acquisition is expected to provide an attractive return to MQA and will also support MQA’s existing dividend per share outlook

• The Acquisition is also expected to consolidate MQA’s position in the APRR ownership structure

Proposed Funding

• MQA will fund the Acquisition via a placement to eligible institutional and sophisticated investors of up to ~A$60m (the Placement)

Other

• 2H 2014 distribution guidance of 8.2 cps (2H 2013: 3.3 cps)

• Wholly owned subsidiary of MARIL to acquire additional interest in MAF2, which owns a 50% - 1 share interest in APRR through its subsidiaries

• Initial consideration of €36.5m and further contingent consideration of up to €5.1m over the next two years

• Equity value of FE as at 30 June 2014, APRR/Eiffarie net debt of €9,174m as at 31 December 2013

STRICTLY CONFIDENTIAL  MACQUARIE ATLAS ROADS  NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

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The Acquisition

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T ransac ti on verv ew O i

• Certain co shareholders are exiting/reducing their investments in APRR , providing an opportunity for MQA to increase its interest

• MQA is purchasing the 0.71% indirect interest in APRR via a further 1.41% interest in MAF2, the holding vehicle for MQA’s investment in APRR

• The Acquisition coincides with the sale of interests in MAF2 of >25% to other third party investors

• The Acquisition will increase MQA’s interest in MAF2 from 38.87% to 40.29% and MQA’s total economic interest in APRR from 19 . 44% to 20 . 14%

• The acquisition price of €41.5m is consistent with the concurrent sale of co-shareholders’ interests in MAF2 to third parties:

• Includes an initial consideration of €36.5m and further contingent consideration of up to €5.1m, depending on certain operational assumptions being realised over the next 2 years

• The Acquisition consideration implies an EV of €14.9bn[1] and an EV/2013 EBITDA multiple of 10.1x

• The Acquisition is expected to provide an attractive return to MQA and will also support MQA’s existing dividend per s h are ou tl oo k

• Additionally, taking MQA’s ownership interest in APRR above 20% may prove to be beneficial in the longer term – The Acquisition is expected to consolidate MQA’s position in the APRR ownership structure

• Equity value of FE as at 30 June 2014, APRR/Eiffarie net debt of €9,174m as at 31 December 2013

STRICTLY CONFIDENTIAL  MACQUARIE ATLAS ROADS  NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

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T ransac ti on verv ew O i

The investment structure on a pre- and post-acquisition basis

 New third party investors in MAF2 are long-term infrastructure investors

Pre-acquisition shareholder structure

Post-acquisition shareholder structure

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Other Macquarie New Third Party Other Macquarie
MQA MQA
managed funds Investors managed funds
38.87% 61.13% 40.29% 27.16% 32.55%
Eiffage and Eiffage and
MAF2 Group MAF2 Group
subsidiaries subsidiaries
50% 50% 50% 50%
+ 1 share - 1 share + 1 share - 1 share
Financière Eiffarie Financière Eiffarie
100% 100%
Eiffarie Eiffarie
100% 100%
APRR APRR
(Concessionaire) (Concess ona rei i )
Tax Consolidated Group Tax Consolidated Group
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I t MQA mpac on

The Acquisition will support MQA ’ s existing dividend per share outlook and is expected to consolidate MQA’s position in the APRR ownership structure

• The Acquisition is funded by the Placement

• MQA 2H 2014 distribution guidance of 8.2 cents per security

• The size of the distribution is subject to foreign exchange movements and unforeseen events

• Expect to declare the distribution in September 2014 and pay in early October 2014

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Distribution Reconciliation A$m
September 2014 receipt from FE (from existing shares) ~€38.7m ~56.1
Add: September 2014 receipt from FE (from acquired shares) ~€1.4m ~2.0
Less: net working capital top-up [2] (~16.2)
Equals: cash available for MQA distribution ~42.0
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1. AUD/EUR: 0.6903

2. Working capital after distribution payment of ~A$29m

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S ources an d U ses o f F un d s

Acquisition to be funded by the Placement

 Settlement of the Acquisition is anticipated on 29 July 2014

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Sources A$m Uses A$m
Placement 60.0 APRR Acquisition [1] 60.2
Cash on anh d 0 . 9 Transaction costs 0 . 8
Total sources of funds 60.9 Total uses of funds 60.9
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1. Initial consideration of €36.5m and further contingent consideration of up to €5.1m over the next two years, assuming an AUD/EUR exchange rate of 0.6903

STRICTLY CONFIDENTIAL  MACQUARIE ATLAS ROADS  NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

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Off er St ruc ure t
Offer Structure & Size • MQA to raise approximately A$60 million of new equity via a placement of new stapled securities
(New Stapled Securities) to eligible institutional and sophisticated investors
Placement Price • Final price to be determined by bookbuild
Use of Funds • Acquire an additional 0.71% indirect interest in APRR
•
The Acquisition will increase MQA’s economic interest in APRR to 20.14%
•
Indicative Key Dates Trading halt — 16 July 2014
• Placement — 16 July 2014
•
Trading halt lifted — 17 July 2014
•
Settlement of New Stapled Securities — 22 July 2014
•
Allotment and trading of New Stapled Securities — 23 July 2014
These dates are indicative only and are subject to change
•
Ranking of New New Stapled Securities issued under the Placement will rank equally with existing MQA stapled
Stapled Securities securities
•
New Stapled Securities are expected to be allotted before the record date for the 2H 2014 distribution,
and will therefore be eligible to receive the 2H 2014 distribution (under the current timetable)
•
Manager [1] Macquarie Capital will act as Lead Manager for the Placement
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1. Note that Macquarie Group has a relevant interest of 20.72% in MQA (per substantial notice dated 3 December 2013)

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APRR

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APRR O verv ew i Concess on i  31 D ecem b er 2032 (APRR , AREA) Expiry  31 December 2060 (ADELAC)  31 December 2068 (Maurice Lemaire Tunnel) Tolling  2014-18: annual tariff increase of 85% of French CPI (excl. tobacco) + 0.37% for APRR and 85% of French CPI (excl. tobacco) + 0.41% for AREA under Contrats de Plan  Post 2018: annual tari ff increase o 70% o f f French CPI (excl. tobacco) as per concession contract until new Contrats de Plan agreed with the French State Length  2,264 km (a further 24km to be constructed and opened from 2016 onwards) Locat on i /  Li n k s ey c t es, nc u k i i i l di ng ar s, yon, eneva P i L G Strategic  Covers major trade and tourism routes through Western Europe Attraction

 Interconnection between France, Switzerland, Italy and Germany  Leveraged to European economic growth – heavy goods vehicles accounting for 15% of VKT in 2013

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APRR P er ormance f Growth maintained through economic cycles

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APRR EBITDA (€m) [1] and France GDP growth (%) [2]
€1,750m 3.0%
€1,500m [1,399] [1,428] [1,475] 2.0%
1,244 [1,265] [1,326]
€1 , 250m 1,208 1.0%
€1,000m 0.0%
974 1,068
924 941 [3]
888
€750m 841 ( 1.0% )
€500m (2.0%)
€250m (3.0%)
€0m (4.0%)
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013
APRR EBITDA (LHS) F rance GDP growt h (RHS)
1. Represents performance of APRR on a standalone basis
2. INSEE (National Institute of Statistics and Economic Studies): April 2014
3. EBITDA from 2004 onwards prepared using IFRS
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APRR T ra ffi c na ys s A l i

Positive trend observed in 2013 continuing in 2014

• 12 months to 31 December 2013

APRR revenue and traffic analysis 2013

• Traffic: +0.8%; Revenue: +3.0%

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15%
33%
 3 months to 31 March 2014 LV Toll
Traffic
Revenue
HV
– Traffic: + 0.7%; Toll Revenue: + 2.2%
67%
85%
Light Vehicles – Quarterly Growth on pcp Heavy Vehicles – Quarterly Growth on pcp
3.0% 4.0%
2.0%
2 . 0%
0%
1.0%
(2.0%)
0% (4 . 0%)
1Q 13 2Q 13 3Q 13 4Q 13 1Q 14 1Q 13 2Q 13 3Q 13 4Q 13 1Q 14
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APRR/Eiff ar e i Oth er p U d a es t

Stimulus Package

• Potential for additional capex under government stimulus package in return for concession extensions

• European Commission determinations anticipated to be concluded during 2H 2014

Land Tax

• Land tax expense (operational tax based on revenue and network length) increased by ~€24m p.a. (pre-tax) commencing July 2013[1]

• Discussion ongoing regarding compensation

For more information, please refer to the MQA Investor Presentation (May 2014) at www.macquarie.com/mqa

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1. Impact of land tax increase will vary with revenue

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Glossary

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Gl ossary

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Term Definition Term Definition
Acquisition Acquisition of an economic interest in APRR via an MARIL Macquarie Atlas Roads International Limited
additional interest in MAF2 (Registration No. 43828)
APRR Autoroutes Paris-Rhin-Rhône SA MARL Macquarie Atlas Roads Limited (ACN 141 075 201)
ASX Australian Securities Exchan g e MQA Macquarie Atlas Roads, comprisin g MARL and MARIL,
or, MARL and its controlled entities together with MARIL
AUD/A$ Australian dollars and its controlled entities, as the context requires
cps Cents per MQA Security MQA Concession The M6 Toll Road Concession Agreement, APRR
Agreements Concession Agreements, Indiana Toll Road Concession
EBITDA Earnings before interest, tax, depreciation and
Agreement, Chicago Skyway Concession Agreement,
amortisation
Dulles Greenway Comprehensive Agreement , as the
Eiffage Eiffage SA context requires
Eiffarie Eiffarie SAS MQA Manager Macquarie Fund Advisers Pty Limited (ABN 84 127 735
960) (AFS License Number 318123) in its capacity as
EUR/€ Euros manager of MARL and adviser to MARIL
EV Enterprise Value MQA Portfolio Th e asse s o t f MQA w hi c h are n eres s n n erna i t t i i t ti ona l
toll road concessions, being the M6 Toll, APRR, the
FE Financière Eiffarie SAS
Chicago Skyway, the Indiana Toll Road, Dulles
Macquarie Capital Macquarie Capital (Australia) Limited (ABN 79 123 199 Greenway and the Warnow Tunnel
548)
MQA Securities The securities in MQA, each consisting of a share in
Macquar e or i M acquar e roup m i G Li it e d (ABN 94 122 169 279) an d/ or MARL and a share in MARIL
Macquarie Group any of its related bodies corporate as the context
MQA Securityholders A person who holds MQA Securities
requires
pcp Prior corresponding period
MAF2 Macquarie Autoroutes de France 2 S.A.
Tax Consolidated Tax consolidated group consisting of FE, Eiffarie and
MAF2 Group MAF2 and its subsidiaries Macquarie Autoroutes de Group APRR
France SAS and MAF Finance Sarl
VKT Vehicle Kilometres Travelled
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Key Risks

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K ey Ri s k s

MQA’s financial p erformance, distributions and the market p rice of MQA Securities ma y be adversel y affected, sometimes materiall y , b y a number of risk factors. Holders of MQA Securities (MQA Securityholders) should be aware that an investment in MQA has a number of risks which are associated with investing in both toll roads and listed securities generally, some of which are beyond the control of MQA. Accordingly, the price and value of MQA Securities may rise or fall over any given period.

MQA Securityholders should be aware of the following risks (which are some, but not necessarily all, of the risks) that may affect the performance and value of MQA. These risks have been divided into general risks and investment specific risks and are not listed in the order of importance.

Before investing in new securities, you should consider whether this investment is suitable for you. Potential investors should also consider publicly available information on MQA (such as that available on the websites of MQA and ASX) , carefully consider their personal circumstances and consult their stockbroker , solicitor , accountant or other professional advisor before making an investment decision. Nothing in this presentation is financial product advice and this document has been prepared without taking into account your investment objectives or personal circumstances.

APRR SPECIFIC

Acquisition Risk

MQA has undertaken financial, operational, business and other analysis in respect of APRR and Eiffarie in order to determine the attractiveness to MQA of subscribing for an additional interest in Financiere Eiffarie and whether to pursue the investment and acquisition. It is possible that the analysis undertaken by MQA, and the best estimates and assumptions made by MQA, draws conclusions and forecasts which are inaccurate or which are not realised in due course (whether because of flawed methodology, misinterpretation of economic circumstances, differing actual traffic volumes from those assumed (see the Traffic volumes risk described below) or otherwise). To the extent that the actual results achieved by APRR are weaker than those indicated by MQA’s analysis, there is a risk that there may be an adverse impact on the financial position and performance of MQA.

Refinance Risk

Refinance risk is the risk that debt facilities may not be able to be refinanced on acceptable terms at their maturity, leading to potential loan default, economic loss or investment write-off. MQA’s investment in APRR is held through FE, a French joint investment company. FE via its wholly owned subsidiary, Eiffarie, is a highly leveraged company. Refinance of the company’s loan facilities in February 2017 will depend on APRR’s trading performance, economic conditions and the availability on acceptable terms of debt facilities of an amount in excess of €2.6 billion as at 31 December 2013. There is no certainty that loans will be successfully refinanced.

Loan Defau tl Risk

Loan default risk is the risk that loan covenants may be breached, leading to potential loan default, economic loss or investment write-off. Eiffarie is highly leveraged and its ability to comply with the terms of its facilities with respect to debt service payments is dependent on future distributions from APRR. There is a risk that these distributions will not be sufficient to meet these payment obligations which may result in Eiffarie defaulting under those facilities.

Credit Downgrade Risk

C re dit d owngra d e r s i k re ers f t o th e r s i k th a t th e APRR cre dit ra ti ng i s d owngra d e d t o su b i nves men t t gra d e l eve . l APRR i s BBB ( pos iti ve ou tl oo k) an d BBB + ( s a t bl e ) ra e t d b y S&P and Fitch respectively. There is a risk that should the APRR rating fall below investment grade, APRR will incur additional financing costs and might not be able to raise sufficient new debt to refinance future debt payment obligations which may result in APRR or Eiffarie defaulting under those facilities.

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PAGE 18

K Ri s k s con ey ( t’d)

GENERAL

Traffic Volumes

MQA’s revenue will principally be a function of the traffic volumes on the MQA Portfolio and the level of the tolls. Traffic volumes are directly and indirectly affected by a number of factors, including congestion, the quality, proximity and timing of the development of alternative roads and other transport infrastructure, toll rates, population growth, perceived value for money, fuel prices, transport and environmental regulation and general economic conditions. Any circumstances that have the effect of reducing traffic volumes or the growth in traffic could materially adversely affect MQA’s financial performance, distributions and the market price of MQA Securities.

Tolling and Revenue Collection

Increases in tolls for many of the MQA Portfolio’s toll roads require certain trigger points to be reached, such as the inflation rate and average weekly earnings, often in combination with a fixed benchmark. Movement in the factors which cause trigger points to be reached cannot be predicted. Lower than expected increases (or decreases) in inflation and average weekly earnings could materially adversely affect MQA’s financial performance, distributions and the market price of MQA Securities.

MQA’s tolling revenues depend on reliable and efficient tolling and revenue collection systems. There is a risk if the concessionaires of the MQA Portfolio’s toll roads are not able t o opera e t an d ma n a n i t i th e t o lli ng an d revenue co ll ec ti on sys ems t i n th e manner expec e t d , or if th e cos t o f opera ti on an d ma n enance i t i s grea er t th an expec e t d , MQA’ s fi nanc a i l performance, the valuations of its assets, distributions and the market price of MQA Securities could be materially adversely affected.

Motorists who do not pay tolls may be subject to either direct legal action from the concessionaire of the relevant toll road, or may be referred to the state for enforcement action. MQA Securityholders bear the ultimate risk if either MQA’s or the state’s enforcement actions against defaulting motorists are not successful and if MQA’s enforcement actions are more costly or take more time than expected.

Major Repairs and Maintenance Capital Expenditure

Under the concession agreements for the toll roads in the MQA Portfolio (MQA Concession Agreements), the concessionaires of each of the MQA Portfolio’s toll roads must meet the cost of all major repairs and maintenance to the toll roads – with no entitlement to increase tolls in response to these costs. These costs can be required to be incurred at specified intervals while others are due to usual wear and tear. In some circumstances the cost of these repairs and maintenance may exceed the cashflow available from the asset, requiring new or additional capital or debt to be raised. In particular as these capital expenditure requirements may not arise for many years, the amount of this expenditure is often not known until closer to the relevant time. Accordingly, the relevant concessionaire may be unable to make an allowance for these costs before they are incurred or to raise the required capital from internal or external sources .

Overall the need to fund or provide for greater than expected repairs and maintenance expenditure could materially adversely affect MQA’s financial performance, distributions and the market price of MQA Securities.

Operations Risk

There is a risk that the operation of the toll roads in the MQA Portfolio could be adversely affected by a number of events, as is inherent for projects of this nature, including (without limitation) failure of the tolling and revenue collection system, traffic management issues, including temporary closure due to traffic incidents; and extreme weather events.

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Borrowings

Ability to Comply with Loan Terms or to Refinance, and the Terms of any Refinancing

The investments within the MQA Portfolio (including entities through which they have been financed) carry a high level of debt. There is a significant risk that one or more investments in the MQA Portfolio may be unable to comply with the terms of their loans or may be unable to arrange refinancing when loans fall due, or that the terms of refinancing are less favourable than the current terms. These risks will be affected by the prevailing economic climate and cost of debt as well as the performance of the assets between now and when debt falls due. However, the debt at each of the assets is non recourse to MQA and is not secured over anything but the project to which it relates.

The concession company for the Indiana Toll Road is currently in negotiations with its lenders regarding a refinancing. Failure to achieve a refinancing will have no impact on MQA’s reported profits or cash flows. MQA has no contingent or other funding obligations with regard to the Indiana Toll Road.

Increases in Interest Rates

The MQA assets have a high level of interest rate hedging in place. In some cases debt is 100% hedged for many years. However there is residual exposure to fluctuations in interest rates on the unhedged portion of debt, which is partially mitigated by the impact on interest earned on cash reserves at the corporate and MQA asset level.

Tax Risk

The structure of MQA and the holding structures for the different MQA Portfolio investments rely on certain existing treatments for taxation purposes and interpretation of applicable fiscal arrangements. The tax rules or their interpretation, in relation to an investment in MQA may change during the life of MQA. In particular, both the level and basis of the taxation may change. In addition to risks at the entity level, an investment in MQA may involve tax considerations which may differ for each MQA Securityholder. Each prospective MQA Securityholder is encouraged to seek professional tax advice in connection with an investment in MQA.

MQA Concession Agreements – Liabilities and Termination

There are several circumstances that could result in an MQA Concession Agreement being terminated before the scheduled end of the concession period. Depending upon the circumstances that cause the premature termination of a MQA Concession Agreement, MQA Securityholders may incur economic loss. The termination of a MQA Concession Agreement could materially adversely affect MQA’s financial performance, distributions and the market price of MQA Securities.

Regulatory and Change of Law Risk

MQA Securityholders are exposed to the risk that the Governments that act as the counterparties to the concessionaires may exercise their powers under legislation in a way that is not beneficial to MQA Securityholders. Depending on the nature of the change and the individual MQA Concession Agreement, the relevant concessionaire may be entitled to compensation and/or a right to renegotiate the MQA Concession Agreement. There is also the risk that a government agency will repeal, amend, enact or promulgate a new law or regulation, or that a government authority will issue a new interpretation of the law or regulation, which will affect a toll road’s performance.

Foreign Exchange Risk

All MQA Portfolio assets are located offshore, with cash reserves being the majority of MQA’s Australian dollar denominated assets in Australia. This exposes MQA Securityholders to fluctuations in foreign exchange rates, which affect the values of the assets when translated to Australian dollars or to the home currencies of overseas MQA Securityholders.

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Force Majeure

Force majeure refers to an event beyond the control of a party, including natural disasters, sabotage, acts of terrorism, unforseen environmental liabilities, dangerous chemical contamination and other events outside the control of a party that can affect a party’s ability to perform its contractual obligations. The occurrence of a force majeure event could materially adversely affect MQA’s financial performance, distributions and the market price of MQA Securities.

Joint Venture Risk

MQA holds a certain number of its interests in its companies and affiliates jointly with joint venture partners through equity or co-operative joint ventures. Although in many cases, such as the Chicago Skyway, Indiana Toll Road, APRR and Warnow Tunnel, MQA has control over or significant influence on the decision-making of these joint ventures, certain decisions require approval of all the directors or shareholders of the joint ventures. The co-operation among the joint venture partners of such companies on existing and future business decisions is an important factor for the sound operation and financial success of such business. The joint venture partners in these projects may have objectives different from those of MQA, or be unable or unwilling to fulfil their obligations under the relevant joint venture contracts. In order to minimise the risks associated with the development and operation of its joint venture project, MQA seeks to enter into joint ventures with partners whom MQA considers to be reputable, creditworthy and reliable and on terms favourable to MQA. Although to date MQA has not experienced any significant disputes with its partners, disputes among joint venture partners over joint venture obligations or otherwise cou ld h ave an a d verse e ff ec t o f th e fi nanc a i l con diti ons or resu lt s o f opera ti ons o f th ese b us nesses. i

Competition Risk

An MQA Portfolio investment may be affected by improvements in existing alternative routes and/or the construction of new alternative routes and/or the construction of a new, or the improvement of an existing, means of alternative transportation (such as trains or some other form of public transportation). There is no guarantee that alternative roads that may allow for no tolls or faster travelling speed will not be built or improved. Competition from an alternate route or means of alternative transportation could materially adversely affect MQA ’ s financial performance, distributions and the market price of MQA Securities

General Economic Conditions

The financial performance, distributions and the market price of MQA Securities may be materially adversely affected by a number of general risk factors, including but not limited to changes in international economic outlook; governmental fiscal, monetary and regulatory policies; and laws and regulations. In particular, continued market volatility and uncertainty in the European markets may have potential negative impacts on the regional and the global economy. There is a risk that a downturn in economic activity could reduce traffic volumes and revenue and create uncertainty in credit markets which may also limit the availability of financing and/or increase the costs of refinancing the existing d e bt f ac iliti es a t th e asse s t i n th e MQA P or tf o li o.

Equity Markets Risks

There are risks associated with any investment in listed securities. The market price of listed securities such as MQA Securities is affected by numerous factors. These factors include but are not limited to factors such as inflation, interest rates, changes in supply and demand for infrastructure securities, hostilities, tensions and acts of terrorism, general investor sentiment and the movement of prices on local and international share and bond markets.

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Liquidity and Realisation Risks

There may be relatively few, or many, buyers or sellers of MQA Securities on ASX at any given time. This may increase the volatility of the market price of MQA Securities. It may also affect the prevailing market price at which MQA Securityholders are able to sell their MQA Securities.

Conflicts of Interest

The MQA Manager and its affiliates provide a wide variety of financial services to numerous different clients, including being engaged in the investment in and the management of infrastructure assets globally. Additionally, the MQA management who work on MQA do so on a non-exclusive basis and may provide services to the Macquarie Group or other clients.

The MQA Manager, its affiliates, managers, members, shareholders, officers, directors, employees and the agents of the MQA Manager and their respective affiliates may engage in transactions or investments or cause or advise other clients to engage in transactions or investments that may differ from or be identical to the transactions or investments recommended by the MQA Manager.

Portfolio strategies for other clients, funds or investment programmes could conflict with strategies employed in managing MQA and affect the prices and availability of investments in which MQA invests .

There can be no assurance that conflicts will not arise between MQA and Macquarie and its related bodies corporate (Macquarie Group) in the future in relation to the Macquarie Group’s provision of any services to MQA, asset transactions with Macquarie Group and its managed vehicles or other clients, and deal allocation between MQA and Macquarie Group and its managed vehicles or other clients.

Removal of MQA Manager

While MQA Securityholders have the right to remove the MQA Manager without cause on a ordinary resolution (50% of votes cast voting in favour), this may trigger ' removal of manager events' under debt or shareholder arrangements that have potentially adverse consequences for MQA because a significant asset may have to be sold or its debt refinanced.

Resignation of MQA Manager

The MQA Manager may resign on 90 days notice, and MQA may not be able to find a suitable replacement in that short period of time, leading to business disruption. Additionally, 'removal of manager events' may be triggered resulting in the adverse consequences referred to in the risks above.

MQA Management

The team of Macquarie Group executives responsible for managing MQA (MQA Management) devote such time to MQA as the MQA Manager, in its sole discretion, deems necessary to carry out the operations of MQA effectively. Although the MQA Manager expects that the majority of MQA Management will be primarily focused on MQA, some members of MQA Management spend a portion of their time on matters unrelated to MQA (such as existing funds division commitments and on other funds managed by the Macquarie Group funds division). As a result of the foregoing, conflicts of interest may arise in allocating the time of those members of MQA Management between MQA and the other matters in which such persons are involved.

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International Selling Restrictions

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I n erna t ti ona l Off er es r c R t i ti ons

This document does not constitute an offer of new stapled securities ("New Securities") of MQA in any jurisdiction in which it would be unlawful . New Securities may not be offered or sold in any country outside Australia except to the extent permitted below .

Canada (British Columbia, Ontario and Quebec provinces)

This document constitutes an offering of New Securities only in the Provinces of British Columbia, Ontario and Quebec (the "Provinces") and to those persons to whom they may be lawfully distributed in the Provinces, and only by persons permitted to sell such New Securities. This document is not, and under no circumstances is to be construed as, an advertisement or a p ublic offerin g of securities in the Provinces. This document ma y onl y be distributed in the Provinces to p ersons that are "accredited investors" within the meaning of NI 45-106 – Prospectus and Registration Exemptions , of the Canadian Securities Administrators.

No securities commission or similar authority in the Provinces has reviewed or in any way passed upon this document, the merits of the New Securities or the offering of New Securities and any representation to the contrary is an offence.

No prospectus has been, or will be, filed in the Provinces with respect to the offering of New Securities or the resale of such securities. Any person in the Provinces lawfully participating in the offer will not receive the information, legal rights or protections that would be afforded had a prospectus been filed and receipted by the securities regulator in the applicable Province. Furthermore, any resale of the New Securities in the Provinces must be made in accordance with applicable Canadian securities laws which may require resales to be made in accordance with exemptions from dealer registration and prospectus requirements. These resale restrictions may in some circumstances apply to resales of the New Securities outside Canada and, as a result, Canadian purchasers should seek legal advice prior to any resale of the New Securities.

MQA, and the directors and officers of MQA, may be located outside Canada, and as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon MQA or its directors or officers. All or a substantial portion of the assets of MQA and such persons may be located outside Canada, and as a result, it may not be possible to satisfy a judgment against MQA or such persons in Canada or to enforce a judgment obtained in Canadian courts against MQA or such persons outside Canada.

Any financial information contained in this document has been prepared in accordance with Australian Accounting Standards and also comply with International Financial Reporting Standards and interpretations issued by the International Accounting Standards Board. Unless stated otherwise, all dollar amounts contained in this document are in Australian dollars.

Statutory Rights of Action for Damages or Rescission

S ecur iti es eg s a l i l ti on n cer a n o i t i f th e rov nces may prov P i id e purc h asers w ith , n a i dditi on o any o t th er r g i ht s th ey may ave a h t l aw, r g i ht s o resc ss on or o amages, or o f i i t d b th , when an offering memorandum that is delivered to purchasers contains a misrepresentation. These rights and remedies must be exercised within prescribed time limits and are subject to the defenses contained in applicable securities legislation. Prospective purchasers should refer to the applicable provisions of the securities legislation of their respective Province for the particulars of these rights or consult with a legal adviser.

The following is a summary of the statutory rights of rescission or to damages, or both, available to purchasers in Ontario. In Ontario, every purchaser of the New Securities purchased pursuant to this document (other than (a) a "Canadian financial institution" or a "Schedule III bank" (each as defined in NI 45-106), (b) the Business Development Bank of Canada or (c) a subsidiary of any person referred to in (a) or (b) above, if the person owns all the voting securities of the subsidiary, except the voting securities required by law to be owned by the directors of that subsidiary) shall have a statutory right of action for damages and/or rescission against MQA if this document or any amendment thereto contains a misrepresentation. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against MQA. This right of action for rescission or damages is in addition to and without derogation from any other right the purchaser may have at law.

STRICTLY CONFIDENTIAL  MACQUARIE ATLAS ROADS  NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

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Canada (British Columbia, Ontario and Quebec provinces) (cont’d)

Statutory Rights of Action for Damages or Rescission (cont’d)

In particular, Section 130.1 of the Securities Act (Ontario) provides that, if this document contains a misrepresentation, a purchaser who purchases the New Securities during the period of distribution shall be deemed to have relied on the misrepresentation if it was a misrepresentation at the time of purchase and has a right of action for damages or, alternatively, may elect to exercise a right of rescission against MQA, provided that (a) MQA will not be liable if it proves that the purchaser purchased the New Securities with knowled g e of the misrepresentation; ( b ) in an action for dama g es, MQA is not liable for all or an y portion of the dama g es that MQA proves does not represent the depreciation in value of the New Securities as a result of the misrepresentation relied upon; and (c) in no case shall the amount recoverable exceed the price at which the New Securities were offered.

Section 138 of the Securities Act (Ontario) provides that no action shall be commenced to enforce these rights more than (a) in the case of any action for rescission, 180 days after the date of the transaction that gave rise to the cause of action or (b) in the case of any action, other than an action for rescission, the earlier of (i) 180 days after the purchaser first had knowledge of the fact giving rise to the cause of action or (ii) three years after the date of the transaction that gave rise to the cause of action. These rights are in addition to and not in dero g ation from an y other ri g ht the p urchaser ma y have.

Certain Canadian Income Tax Considerations.

Prospective purchasers of the New Securities should consult their own tax adviser with respect to any taxes payable in connection with the acquisition, holding or disposition of the New Securities as any discussion of taxation related matters in this document is not a comprehensive description and there are a number of substantive Canadian tax compliance requirements for investors in the Provinces.

Language of Documents in Canada

Upon receipt of this document, each investor in Canada hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the New Securities (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.

New Zealand

This document has not been registered, filed with or approved by any New Zealand regulatory authority under or in accordance with the Securities Act 1978 (New Zealand). The New Securities are not being offered or sold in New Zealand, or allotted with a view to being offered for sale in New Zealand, and no person in New Zealand may accept a placement of New Securities other than to:

• persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money; or

• persons who are each required to (i) pay a minimum subscription price of at least NZ$500,000 for the securities before allotment or (ii) have previously paid a minimum subscription price of at least NZ$500,000 for securities of MQA ("initial securities") in a single transaction before the allotment of such initial securities and such allotment was not more than 18 months prior to the date of this document.

STRICTLY CONFIDENTIAL  MACQUARIE ATLAS ROADS  NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

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Hong Kong

WARNING: This document has not been, and will not be, authorized by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the "SFO"). No action has been taken in Hong Kong to authorize this document or to permit the distribution of this document or any documents issued in connection with it. Accordingly, the New Securities have not been and will not be offered or sold in Hong Kong other than to “professional investors" (as defined in the SFO).

No advertisement, invitation or document relating to the New Securities has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the New Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made under that ordinance.

The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this document, you should obtain independent professional advice.

Singapore

This document has not been registered as a prospectus with the Monetary Authority of Singapore ("MAS") and, accordingly, statutory liability under the Securities and Futures Act, Chapter 289 (the "SFA") in relation to the content of prospectuses does not apply, and you should consider carefully whether the investment is suitable for you. The issuer is not authorised or recognised by the MAS and the New Securities are not allowed to be offered to the retail public. This document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the New Securities may not be circulated or distributed, nor may the New Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except to "institutional investors" (as defined in the SFA), or otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.

This document has been given to you on the basis that you are an "institutional investor" (as defined under the SFA). In the event that you are not an institutional investor, please return this document immediately. You may not forward or circulate this document to any other person in Singapore.

Any offer is not made to you with a view to the New Securities being subsequently offered for sale to any other party. You are advised to acquaint yourself with the SFA provisions relating to resale restrictions in Singapore and comply accordingly.

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