FUTURE GENERATION AUSTRALIA LIMITED — AGM Information 2008

Oct 28, 2008

Total pages: 55

==> picture [151 x 39] intentionally omitted <==

==> picture [151 x 39] intentionally omitted <==

==> picture [276 x 131] intentionally omitted <==

ASX Announcement

Australian Infrastructure Fund (AIX)

29 October 2008

AIX 2008 Annual General Meeting

In accordance with ASX Listing Rule 3.13.3, attached is the prepared presentation and address to be given by Australian Infrastructure Fund’s Chairman and Chief Executive Officer at the Annual General Meeting to be held today at 2.30 p.m.

For further enquiries, please contact:

Jeff Pollock Chief Executive Officer

Australian Infrastructure Fund Tel: +61 3 9654 4477 Fax: +61 3 9650 6555 Email: investor_relations@hfm.com.au Website: www.hfm.com.au

Simon Ondaatje Head of Investor Relations

Hastings Funds Management Tel: +61 3 9654 4477 Fax: +61 3 9650 6555 Email: investor_relations@hfm.com.au Website: www.hfm.com.au

==> picture [109 x 65] intentionally omitted <==

Claire Filson Company Secretary Australian Infrastructure Fund

Unless otherwise stated, the information contained in this document is for informational purposes only. It does not constitute an offer of securities and should not be relied upon as financial advice. The information has been prepared without taking into account the investment objectives, financial situation or particular needs of any particular person or entity. Before making an investment decision you should consider, with or without the assistance of a financial adviser, whether any investments are appropriate in light of your particular investment needs, objectives and financial circumstances. Neither Hastings, nor any of its related parties, guarantees the repayment of capital or performance of any of the entities referred to in this document and past performance is no guarantee of future performance. Hastings, as the Manager or Trustee of various funds, is entitled to receive management and performance fees.

www.hfm.com.au

Australian Infrastructure Fund 2008 Annual General Meeting

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Disclaimer

This presentation has been prepared by Hastings Funds Management Limited, holder of Australian Financial Services Licence number 238309, as responsible entity of the Australian Infrastructure Fund Trust (Trust or AIFT) and as manager of Australian Infrastructure Fund Limited (Company or AIFL). Together, the Company and the Trust comprise the Australian Infrastructure Fund (AIX). Hastings is a subsidiary of Westpac Banking Corporation (Westpac).

The information contained in this presentation is for informational purposes only and does not constitute an offer to issue or arrange to issue, financial products. The information contained in this presentation is not financial product advice. This presentation has been prepared without taking into account the investment objectives, financial situation or particular needs of any particular person. Before making an investment decision, you should read the publicly available information carefully and consider, with or without the assistance of a financial adviser, whether an investment is appropriate in light of your particular investment needs, objectives and financial circumstances. Past performance is no guarantee of future performance.

Neither Hastings, Westpac nor any other member of the Westpac Group gives any guarantee or assurance as to the performance of AIX or the repayment of capital. Investments in AIX are not investments, deposits or other liabilities of Hastings, Westpac or other members of the Westpac Group. Members of the Westpac Group may invest in or lend or provide other services to AIX and may be paid fees, and expenses in relation to Hastings’ role as responsible entity or manager.

All data in this presentation has been calculated using the most accurate sources available, however any rates or totals manually calculated may differ from those shown due to rounding. Asset results for the financial year ended 30 June 2008 reflect the most current available and may be unaudited, and therefore subject to further adjustment following the publication of this presentation. Figures may also differ from those previously disclosed due to adjustments made following year end.

This presentation is incomplete without reference to, and should be read in conjunction with, the notes attached to the presentation.

2

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Agenda

• Chairman’s Address

• Chief Executive Officer’s Report

• Confirmation of AIX Strategy

• Formal Business of the Meeting

==> picture [230 x 347] intentionally omitted <==

3

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Chairman’s Address – Mr Paul Espie

==> picture [588 x 249] intentionally omitted <==

4

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Continuing strength in financial results

==> picture [564 x 317] intentionally omitted <==

----- Start of picture text -----

Net profit after tax Revenue from ordinary activities
23%
32%
$207m $246m
$168m
$186m
2007 2008 2007 2008
Book value (NTA) per security Distributions per security (cps)
6%
15%
16.5c
$3.02
15.5c
$2.64
2007 2008 2007 2008
----- End of picture text -----

5

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Australian Equity Markets

==> picture [678 x 343] intentionally omitted <==

----- Start of picture text -----

Equity Market Rollercoaster
Initial Sub-Prime Banking-System Economic / Oil Upheaval in
Shock Fears Concerns Financials
7200
Nov 1: 6,829pts
6800
6400 +25% fall
May 19: 5,949pts
6000
+20% rally
+20% fall
5600
Aug 17: 5,671pts
Aug 29: 5,136pts
5200 +17% rally
Jan 22: 5,187pts
4800 Mar 18: 5,086pts
+26%
Jul 15: 4,815pts
fall
4400
4000
3600 Oct 28: 3,794pts
6
Jan-07 Apr-07 Aug-07 Nov-07 Mar-08 Jun-08 Oct-08
ASX 200
----- End of picture text -----

Source: Citi, IRESS.

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

AIX security price performance

==> picture [576 x 366] intentionally omitted <==

----- Start of picture text -----

120
Australian Infrastructure Fund (50.6)%
Macquarie Airports (43.5)%
110
S&P/ASX 200 Industrials (39.8)%
100 UBS Infrastructure Index (39.9)%
90
80
70
60
50
40
Jul-07 Aug-07 Oct-07 Dec-07 Jan-08 Mar-08 May-08 Jul-08 Aug-08 Oct-08
Source: Bloomberg
Indexed to July 2007
----- End of picture text -----

7

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

==> picture [563 x 390] intentionally omitted <==

----- Start of picture text -----

Oil price volatility
$150
WTI Spot Oil Price from
$140
1 December 2007
$130
$120
$110
$100
$90
$80
$70
$60
Dec-07 Jan-08 Feb-08 Mar-08 Apr-08 May-08 Jun-08 Aug-08 Sep-08 Oct-08
Source: Bloomberg
----- End of picture text -----

8

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Passenger growth

Financial Year 2008

==> picture [628 x 133] intentionally omitted <==

----- Start of picture text -----

12.9% 13.4%
8.0% 7.0% 7.8% 7.0% 7.5%
5.6% 5.8%
QAL Perth APAC NT Airports Hamburg Dusseldorf Sydney Athens Portfolio
----- End of picture text -----

==> picture [628 x 158] intentionally omitted <==

----- Start of picture text -----

June 2008 Quarter
15.4%
12.9%
9.8%
5.7% 5.0% 6.4% 6.1%
4.0%
-0.2%
QAL Perth APAC NT Hamburg Dusseldorf Sydney Athens Portfolio
----- End of picture text -----

9

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Passenger growth – Australian Historical Experience

==> picture [579 x 357] intentionally omitted <==

----- Start of picture text -----

140
120
100
80
60
40
20
0
1986 1988 1990 1992 1994 1996 1998 2000 2002 2004 2006 2008
Source: BTRE
Revenue Pax (Millions)
----- End of picture text -----

10

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

…reflected in Perth Airport total passenger growth

==> picture [552 x 353] intentionally omitted <==

----- Start of picture text -----

10
9
8
7
6
5
4
3
2
1
0
1980 1982 1984 1986 1988 1990 1992 1994 1996 1998 2000 2002 2004 2006 2008
Source: BTRE, WAC.
Total Passengers (Millions)
----- End of picture text -----

11

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Conservative ca ital structure p

	Net Debt/EV	Senior ICR	• Refinancing - Conservative capital structure and senior ICR strength, refinancing considered low risk • Hedging - As at 30 June 2008, ~80% of underlying asset debt is at fixed or hedged rates - Hedging actively managed by asset management teams and boards and monitored by AIX management
	(%)(1)	(x)(2)
Perth Airport APAC HTAC(3) QAL NT Airports Port of Portland Port of Geelong Statewide Roads Metro Transport Sydney(4)	36.2 33.0 46.5 42.9 39.4 42.4 46.0 11.9 0.0	2.9 3.8 3.3 2.6 3.2 2.4 2.9 39.7 NA
Total/weighted average	38.8 42.8	3.7
Fund weighted average including MOF

• As at 30 June 2008, ~80% of underlying asset debt is at fixed or hedged rates

• (1) Enterprise Value (EV) equals Net Debt (net external debt) plus independent valuations as at 30 June 2008.

• (2) Senior ICR reflects EBITDA for the 12 months to 30 June 2008 divided by interest expense on external debt, net of interest received. (3) Net Debt/EV and Senior ICR for HTAC have been estimated by Hastings.

• (4) Metro Transport Sydney had zero debt on its balance sheet at 30 June 2008.

12

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Asset debt maturity profile

Melbourne Airport Perth Airport Queensland Airports NT Airports HOCHTIEF AirPort Capital Port of Geelong Port of Portland Statewide Roads

==> picture [552 x 283] intentionally omitted <==

----- Start of picture text -----

200
Weighted average
maturity ~4 years
150
100
50
0
2009 2010 2011 2012 2013 2014 2015 2016 2017+
Financial Year
AIX Proportionate Debt (A$m)
----- End of picture text -----

13

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

National Aviation Policy Statement

• In 2008, Commonwealth Government published an Issues Paper

• Consultation with aviation

  • participants to develop a National Aviation Policy Statement

• Management teams from all of AIX’s Australian airport assets have responded with detailed submissions

• A Green Paper outlining policy and directions is due to be released in the near future

==> picture [223 x 335] intentionally omitted <==

14

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Board and Management changes

• Hastings’ Chief Executive, Steve Boulton, joined the AIFL Board during the year

• We welcomed Jeff Pollock who commenced as Chief Executive Officer of AIX in April 2008

• Peter McGregor resigned as Chief Operating Officer of AIX and from the AIFL Board in January 2008

==> picture [225 x 337] intentionally omitted <==

15

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Chief Executive Officer – Mr Jeff Pollock

==> picture [544 x 326] intentionally omitted <==

16

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Financial year overview

• Underlying assets performed strongly in the 2008 financial year

• Impressive airport passenger growth of 7.5% (9.9% weighted by AIX interest)

• Significant additional seat capacity added by several airlines

• Acquisition of further interests in Perth Airport, APAC and NT Airports in November 2007

• Multiple organic growth initiatives within existing portfolio commenced

• Conservative capital structure maintained

==> picture [231 x 347] intentionally omitted <==

17

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Stron asset returns g

Portfolio Weighting

**g **		Portfolio Weighting
Asset Return for YE 30 June 2008 (%)(1) Return since inception (% p.a) (2)	Portfolio Weighting (%)(3)	HTAC 22.1% QAL 14.3% APAC 23.4% Portland 3.6% Geelong 1.5% Other 1.6% Perth Airport 27.8% NT Airports 5.6%
Perth Airport 26.55 20.46 27.8 APAC 26.17 26.86 23.4 HTAC 23.93 14.15 22.1 QAL 23.54 51.04 14.3 NT Airports 48.96 30.54 5.6
Airports 26.49 23.66 93.2
Port of Portland 7.21 27.82 3.6 Port of Geelong 10.20 27.02 1.5 Seaports 8.09 27.59 5.2 SWR 17.02 10.36 1.4 MTS - (26.49) 0.2 Other 15.02 2.23 1.6
Total portfolio 25.06 19.92	100.0

(1) The return for the year ended 30 June 2008 is calculated by reference to the opening asset value as at 1 July 2007, all cash inflows and outflows from/to AIX during the year and franking credits & revaluation gains or losses booked during the year.

(2) The return since inception is calculated by reference to the initial capital investment, all cash inflows and outflows from/to AIX since initial investment and franking credits & revaluation gains or losses booked since initial investment.

• (3) Based on valuations as at 30 June 2008.

18

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Growth in asset values

			KPMG	Valuation	Valuation
			discount rate	as at	as at	Increase in
		Holding	30 June 2008	30 June 2008	30 June 2007	Value
	Asset	(%)	(%)	($m) (1)	($m)(1)	(%)
	Perth Airport(2)	29.74	13.95	353.6	233.4	51.5
	APAC	10.14	12.10	296.8	197.4	50.3
	HTAC	40.02	13.10	281.5	227.6	23.7
	QAL	49.07	16.70	182.2	161.7	12.7
	NT Airports	28.23	16.20	70.7	46.0	53.6
	Port of Portland	50.00	12.60	46.2	47.0	(1.7)
	Port of Geelong	35.00	12.60	19.6	19.8	(1.2)
	Statewide Roads	6.20	9.40	18.1	20.7	(12.6)
	Metro Transport Sydney	38.89	n/a	2.6	2.6	-
	Total/Weighted Average		13.68	1,271.3	956.2	33.0

(1) Valuations include accrued interest and accrued distributions as at 30 June 2008 and 30 June 2007.

(2) 2008 valuation includes investment in convertible note at cost plus accrued interest (A$10.5m).

19

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Summary profit and loss statement

			Year to	Year to
		Change on	30 June 2008	30 June 2007
		pcp	($'000)	($'000)
	Revenue from ordinary activities exc unrealised gains/(losses)	Up 9%	60,933	55,798
	Unrealised gains/(losses) from investments(1)	Up 42%	185,275	130,055
	Total revenue	Up 32%	246,208	185,853
	Operating expenses	Up 16%	(15,709)	(13,514)
	Operating profit before interest and tax	Up 34%	230,499	172,339
	Finance costs	Up > 100%	(7,600)	(795)
	Profit before tax	Up 30%	222,899	171,544
	Income tax expense	Up > 100%	(16,354)	(3,387)
	Net profit after tax	Up 23%	206,545	168,157

(1) Includes unrealised foreign exchange gains/(losses).

20

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Cash received from assets

	Cash received for YE	Cash received for YE
	30 June 2008	30 June 2007
Asset	($'000)	($'000)
Perth Airport	13,657	13,131
APAC	13,771	8,352
HTAC	13,447	17,611
Queensland Airports	12,762	13,767
NT Airports	4,611	2,883
Port of Portland	2,900	7,795
Port of Geelong	2,140	3,310
DP World Adelaide	-	2,424
Statewide Roads	4,132	2,598
Metro Transport Sydney	-	148
Total	67,420	72,019

• Cash received not necessarily reflective of underlying earnings of assets

21

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Proportionately consolidated earnings analysis

	Year ended	Year ended	Change on
A$ millions	30 June 2008	30 June 2007	pcp (%)
EBITDA	160.5	142.0	13.1
Add: cash earned on operating leases	4.9	2.2
Adjusted EBITDA	165.5	144.2	14.8
Less: net interest paid	(52.7)	(42.0)
Less: maintenance capex(1)	(21.2)	(17.3)
Less: tax paid	(15.8)	(14.2)
AIX proportional consolidated earnings	75.8	70.7	7.2
Cash distributed to AIX	67.4	72.0	(6.4)

• Suggests cash distributed to AIX and cash distributed by AIX to securityholders covered by AIX share of underlying asset earnings

• Distributions to securityholders totalled $62.5 million for the financial year

• (1) Maintenance capex based on management estimates except for APAC and HTAC where depreciation is used as a proxy.

22

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

2008 performance driven by airport passenger growth

	Passengers(m)	Passengers(m)	Passengers(m)	Pax(m)
	Year to 30 June 2008			30 June 2007	Change on
Airport	Dom	Int	Total	Total	pcp
Perth Airport 6.7 2.5 9.2 8.1 HOCHTIEF AirPort Capital Athens Airport 6.0 10.7 16.7 15.8 Dusseldorf Airport 4.5 13.8 18.3 17.1 Hamburg Airport 5.7 7.4 13.1 12.2 Sydney Airport 22.0 10.7 32.7 31.0 APAC 20.6 4.8 25.3 23.5 Queensland Airports 5.7 0.3 6.0 5.3 NT Airports 2.0 0.4 2.4 2.3					Up 13.4% Up 5.8% Up 7.0% Up 7.8% Up 5.6% Up 8.0% Up 12.9% Up 7.0%
Total 73.1 50.6 123.7 115.1					Up 7.5%

• Through its stake in 13 airports, AIX has exposure to a diversified passenger base in excess of 120 million passengers per year and growing

23

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Capital projects

• Perth Airport announced its $1 billion “vision for the future” in May 2008

• Phased redevelopment over five to seven years

• Can be staged depending on demand

• Major redevelopment of QAL’s Gold Coast Airport terminal commenced April 2008

• $100 million project to more than double the size of existing building

• Scheduled for completion by March 2010

• Works commenced at Melbourne Airport international terminal in January 2008

• $330 million of individual projects over a five year period

• Phase 1, construction of new outbound international security and customs area to be completed in 2010

24

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Other assets - satisfactory performance in challenging conditions

Unit of measurement (000’s)	Total volume Year to 30 June 2008	Total volume Year to 30 June 2007
			Change on pcp (%)
Port of Portland Cargo tonnes	3,258	3,044	Up 7.0
Port of Geelong Cargo tonnes	9,935	10,285	Down 3.4
Statewide Roads Average daily traffic	111	107	Up 3.6
Metro Transport Sydney Passengers	6,517	6,279	Up 3.8

Port of Portland • Reduced grain volumes more than offset by strong fertiliser volumes and unbudgeted revenue from berthing of oil rig Ocean Patriot for refurbishment

Port of Geelong • Weakness in crude oil volumes partially offset by higher fertiliser volumes

Statewide Roads • Volumes in line with expectations, concession expires in 2010

Metro Transport • Passengers increased due to increased public transport use during period Sydney of high fuel prices and reasonably strong domestic tourism market

25

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Outlook

• Airports will continue to drive long term portfolio growth

• Key revenue growth drivers likely to remain

• Passenger numbers

• Retail spend per passenger

• Property developments

==> picture [242 x 364] intentionally omitted <==

26

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Key growth drivers for airports – retail

• Passenger growth likely to result in greater retail revenue

• Retail offering improved and enlarged with terminal expansion

• Perth Airport’s “vision for the future” includes plans to increase retail space and improve retail offering, with new retailers Rip Curl and Hudsons Coffee to shortly open stores

• Gold Coast terminal development will feature targeted mix of retail, food and beverage based on passenger research – to include gifts/accessories, surfwear/lifestyle, confectionery and internet access

• NT terminal development includes improved retail offering with new Duty Free store and refurbishment of Ground Floor Café

• Melbourne Airport international terminal development includes 5,000m[2 ] retail precinct, works to commence Nov 2008 and complete by late 2011

27

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Key growth drivers for airports – property

• Perth Airport has land bank of 480 hectares available for future commercial development

• Property expertise in place to extract greater value through design and construct approach. Several agreements entered into, including with Rio Tinto for its Remote Operations Centre

• In FY08, executed its first commercial office complex which was fully let pre-completion

• Melbourne Airport has 350 hectares of land for commercial property development, with 210 hectares zoned for commercial and industrial use in the Melbourne Airport Business Park (MABP).

• Darwin Airport plans to develop an 87 hectare business and commercial precinct

• Bunnings opened in November 2006 as anchor tenant

• Gold Coast Airport has ~40 hectares of land available for commercial development

• Due to limited supply, its strategic location and potential transport links, the focus will be on higher value, more intensive development

28

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Summary

• Assets performed strongly in 2008 financial year with airports exhibiting

• Strong passenger growth

• Significant additional capacity

• Underlying cash flows supported distributions

• Confidence in long term value of assets, with airports the main driver

• Organic growth opportunities being pursued, including retail and property initiatives

• The majority of capital projects can be staged depending on prevailing economic conditions

• Appropriate and conservative capital structure maintained

==> picture [231 x 347] intentionally omitted <==

29

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Chairman - Mr Paul Espie

==> picture [616 x 203] intentionally omitted <==

30

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

AIX strategy

• Focus on transport infrastructure, in particular, airports

• Actively manage the asset portfolio and pursue value accretive organic growth opportunities

• Seek quality investments to add value for securityholders, maintaining a disciplined acquisition approach

• Work closely with technical partners

• Fund distributions from cash flows, having regard to expansionary capital opportunities

• Continue to maintain appropriate asset and portfolio gearing

==> picture [230 x 347] intentionally omitted <==

31

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Questions & Comments

==> picture [580 x 285] intentionally omitted <==

32

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Formal Business of the Meeting

==> picture [556 x 256] intentionally omitted <==

33

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Agenda Item 1

To consider the financial report and the reports of the Directors and the Auditor for the financial year ended 30 June 2008.

34

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Agenda Item 2

Robert Humphris OAM retires by rotation in accordance with the Company’s Constitution and, being eligible, offers himself for re-election.

35

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Agenda Item 3

Robert Tsenin retires by rotation in accordance with the Company’s Constitution and, being eligible, offers himself for re-election.

36

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Agenda Item 4

Steve Boulton, a Director appointed by the Board since the last Annual General Meeting, retires by rotation in accordance with the Company’s Constitution and, being eligible, offers himself for election.

37

==> picture [165 x 50] intentionally omitted <==

Australian Infrastructure Fund

==> picture [721 x 51] intentionally omitted <==

Agenda Item 5

To adopt the Remuneration Report for the financial year ended 30 June 2008.

38

Australian Infrastructure Fund 2008 Annual General Meeting

AGM SCRIPT - WEDNESDAY 29 OCTOBER, 2008 2.30 P.M.

[SLIDE 1] AIX AGM TITLE PAGE

[SLIDE 2] DISCLAIMER

[SLIDE 3] AGENDA [SLIDE 4] WELCOME (PAUL ESPIE)

Good afternoon Ladies and Gentlemen, my name is Paul Espie. It is my pleasure to welcome you to the twelfth Annual General Meeting of Australian Infrastructure Fund.

I am Chairman of Australian Infrastructure Fund and will be the Chairman for today’s meeting.

During the proceedings you will have the opportunity to ask questions of Directors including Steve Boulton, Chief Executive of Hastings Funds Management Limited, the Responsible Entity for the Trust. Other Hastings Directors are also with us.

Thank you for joining us today. We hope you find the meeting interesting and informative.

Firstly, I shall outline today’s agenda and make some remarks, to be followed by our Chief Executive Officer, Jeff Pollock’s investment overview.

The formal part of the meeting will follow the agenda sent to you last month.

Now, to introduce you to my colleagues here today commencing on your left with:

• the Company Secretary, Claire Filson;

• our Chief Executive Officer, Jeff Pollock;

and, my fellow directors:

• John Harvey, who is Chairman of the Audit Committee;

• Mike Hutchinson;

• Robert Humphris; and

Page 1 of 15

• Steve Boulton who joined the Board in February and is also the Chief Executive of Hastings Funds Management Limited.

Robert Tsenin unfortunately cannot attend the meeting today, having been called overseas at short notice on other responsibilities, and sends his apologies. Mr George Sagonas of PricewaterhouseCoopers is also with us today, George please stand. George will be available to answer any queries you may have when we consider the Financial Statements.

Secretary, do we have a quorum present?

[Claire Filson to reply]:

Mr Chairman, I can confirm that there is a quorum present for the meeting.

I formally open the Annual General Meeting.

The Company Secretary has advised me that over 1,310 valid proxies have been received for today’s meeting representing approximately 193.3 million securities in relation to which votes may be cast at the meeting.

CHAIRMAN’S ADDRESS - Opening Comments

Ladies and Gentlemen, 2008 has been a challenging year, having seen a global credit crunch, a volatile oil price environment, fear of an economic slowdown and major changes in capital markets.

[SLIDE 5]

However, the AIX portfolio continued to perform well in the 2008 financial year.

The performance of the AIX assets is reflected in its key financial highlights:

• AIX announced a record annual net profit after tax of $206.5 million;

• Total income increased by 32.5 percent to $246.2 million;

Page 2 of 15

• Dividends, distributions and interest returned by the asset portfolio increased by 4.5 percent to $60.1 million;

• The book value or net tangible assets (NTA) of the AIX portfolio increased from $2.64 per security at 30 June 2007 to $3.02 at 30 June 2008;

• A distribution of 8.5 cents per security for the half year ended 30 June 2008, which was paid on 28 August 2008. This brought distributions to a total of 16.5 cents for the 2008 financial year, up from 15.5 cents for the 2007 financial year.

[SLIDE 6]

Notwithstanding the performance of AIX assets, the 2008 financial year and beyond has seen continuing declines in the Australian equities market during the global financial crisis and concerns of a continuing economic downturn.

The current financial crisis began in the United States, with a slump in housing prices impacting banks exposed to sub-prime mortgages, securities write-downs and capital erosion. Since the initial rumblings in August last year, we have witnessed a once in a lifetime event, with household name financial institutions in the United States and Europe either failing, suffering massive declines in capital value, being “merged” or rescued by national Governments.

In Australia, the Reserve Bank has significantly reduced interest rates and the Government has guaranteed bank deposits to preserve confidence in the debt market and the banking sector in general.

Despite the actions of Governments to date however, equity markets have continued to decline, as you can see from the slide, with highly geared entities particularly badly hit.

Whilst AIX has followed a policy of high quality assets with conservative capital structures, prudent levels of gearing and cash flow coverage of distribution, AIX securities have not been immune from the effects of the financial crisis, finishing the financial year at $2.22, some 32.5 percent down from its opening price for the financial year 2008.

Page 3 of 15

[SLIDE 7]

Since the financial year end, the AIX security price has, like the rest of the market, seen unprecedented volatility. The security price recorded a post year end high of $2.84 on 12 September but as at close of business last night it was trading at $1.56 having lost 31.3 percent in the last week alone. We are not aware of any specific reason for this fall in the security price. AIX is, like other securities, suffering from the current volatility in the market. In our view, the current security price significantly undervalues the assets in the portfolio. We will continue working toward a security price that reflects fair value in the medium term.

[SLIDE 8]

As well as the volatile economy, the second half of the 2008 financial year witnessed unprecedented increases in the price of oil. Although the price has fallen significantly since the financial year end, airline profits were put under pressure, with concern that the pass-through of fuel cost increases to airline customers might have a negative impact on passenger numbers. This was not the case for the AIX core assets. We note that the oil price has eased in the last four months, falling from $145 to $63 per barrel.

[SLIDE 9]

The AIX airport assets have proven particularly resilient, performing strongly during this period. Airports make up 93 percent of the AIX portfolio by value, and they saw passenger numbers grow by 7.5 percent during the financial year, with Perth Airport and Queensland Airports (Gold Coast, Townsville and Mount Isa Airports), growing 13.4 percent and 12.9 percent respectively.

This growth was sustained into the last quarter of the financial year, with passenger numbers growing strongly, especially at the Australian airports. Queensland Airports and Perth Airport were again the stand outs recording passenger number growth of 15.4 percent and 12.9 percent respectively, compared to the prior corresponding period.

Page 4 of 15

[SLIDE 10]

AIX will soon release detailed passenger traffic for its airports for the September 2008 quarter. We anticipate some softening in passenger numbers through our European airports, in line with the general European economic conditions. The Australian airports, which make up almost 80 percent of the portfolio, have, however, experienced continued growth in passenger numbers compared to the corresponding period last year. Nonetheless, airports are not immune from the wider economic conditions. We cannot predict with any accuracy trends over the next 12 months but the effect on our airports, like that on the wider economy, will depend on the depth and severity of any slowdown. We do not, however, doubt the long term value of these assets. Previous adverse events in airline growth patterns have been followed by a return to trend lines in relatively short periods of time.

As you can see from the slide, passenger numbers in Australia have seen continued growth over the long-term. Oil shocks, recession, the Ansett collapse, 9/11 in New York, the Iraq war and SARS have impacted air travel but in each case, recovery to long term growth patterns which equate to GDP multiples, has occurred.

[SLIDE 11]

At Perth Airport, our largest single investment, domestic and international passenger numbers have experienced continued growth over the long term. There have been downturns but the trend of long term growth has been continuing. This has been accelerated in the Perth example by the mining boom and fly-in / fly-out patterns. Other factors have stimulated the high rates of growth in Queensland Airports (Gold Coast, Townsville and Mt Isa Airports).

As a result of the growth at our airports, several capital expenditure projects were announced or commenced during the year. These projects will provide additional capacity and service for their customers and the communities they are part of, in order to provide AIX securityholders with attractive long term returns.

Page 5 of 15

Importantly, while some of these projects are committed, such as the terminal expansion at the Gold Coast, others will be staged according to prevailing economic conditions and the demand from our airline customers. Simply put, this means we have the capability to defer capital expenditure if required.

Jeff Pollock will take you through these projects in greater detail in his address.

[SLIDE 12]

In times of market dislocation, it is appropriate to comment on the AIX capital structure. AIX continues to have a conservative approach to managing all elements of its debt. In comparison with our peers in the listed infrastructure sector, AIX and its assets have relatively modest gearing. The weighted average gearing, that is net debt to enterprise value, of the assets in the portfolio was 38.8 percent as at 30 June 2008. Including the multi-option facility, which sits with AIX, the fund weighted average gearing was 42.8 percent.

[SLIDE 13]

Asset debt matures progressively over the period to 2012. This limits our exposure to the need for refinancing large amounts of debt at any one time. We are comfortable about the outlook for the refinancing of the limited amounts of portfolio debt due in the short term.

The AIX multi-option facility matures in December 2008 and we anticipate extending that facility for a further year, shortly.

[SLIDE 14]

In April 2008 the Commonwealth Government published an Issues Paper seeking consultation with interested parties to encourage input to assist the Australian Government in developing a National Aviation Policy Statement.

The Issues Paper is wide ranging and seeks comment on a wide variety of issues including safety and security, aviation services and infrastructure. The management teams from all the AIX airports including Perth Airport, Queensland Airports, APAC

Page 6 of 15

(which owns Melbourne and Launceston Airports) and NT Airports (which owns Darwin, Alice Springs and Tennant Creek Airports) have all made detailed submissions to the review.

The Government intends to release a green paper for public comment in the near future and we look forward with interest to this and will continue to contribute to improvements in our aviation policy.

[SLIDE 15]

Regarding changes to our Board and Management team, we welcomed Steve Boulton to the AIFL Board during the year. Steve is the Chief Executive of Hastings, a position he took up in 2007.

In April 2008, we welcomed Jeff Pollock as Chief Executive Officer (CEO). Jeff brings with him significant experience in the transport infrastructure sector and we are pleased to have him on board.

Ladies and Gentlemen, that concludes my opening comments and I’d now like to ask Jeff to deliver his Chief Executive Officer’s report.

[SLIDE 16] CEO’S REPORT

Thank you Chairman, and good afternoon Ladies and Gentlemen.

I’d like to take a few minutes to provide you with an overview of the performance of the portfolio for the 2008 financial year and make some comments on the outlook for 2009 and beyond.

[SLIDE 17]

As the Chairman has said, the 2008 financial year was a challenging one. However, I am pleased to report that the underlying assets in our portfolio performed well.

The airports in particular continued to show impressive passenger growth in the year, with additional seat capacity added to all the Australian airports in the portfolio.

Page 7 of 15

During the year, AIX acquired further interests in Perth Airport, APAC and NT Airports from BAA, and multiple organic growth initiatives within the existing portfolio were commenced.

However, the underlying conservative capital structure of AIX at both the fund level and at individual assets has been maintained.

[SLIDE 18]

The portfolio again generated strong returns over the year. The total return, comprising cash flow, tax credits and valuation gains was over 25 percent. This compares favourably with the longer term returns, measured over the periods since each asset was acquired, of 19.9 percent.

[SLIDE 19]

The strong returns are also reflected in the increase in asset values in the portfolio.

Our holdings in the various assets are valued each year by the independent valuer, KPMG, for the principal purpose of determining unrealised gains or losses recorded in the AIX accounting profit.

In the year to 30 June 2008, our assets grew in value by some 33 percent. This includes the value of additional interests in Perth, APAC and NT Airports, acquired during the year. Before these additional interests, an approximate 18 percent increase in value was registered.

[SLIDE 20]

Total revenue increased by 32 percent compared to the prior year, reflecting increased distributions, dividends and interest received from the assets in the portfolio and unrealised gains on the revaluation of the assets in the portfolio by the independent valuers, KPMG.

Page 8 of 15

We did see an increase in operating expenses in the year, which reflected one-off costs associated with investment activities, such as our increased investments in Perth, APAC and NT Airports, and the related funding of these investments, as well as an increase in manager remuneration.

Finance costs also increased due to interest expenses associated with the Multi-Option Facility, which was drawn to $130 million to fund the acquisition of the further interests in Perth, APAC and NT Airports.

[SLIDE 21]

Cash received from assets, which includes cash received in the form of repayment of shareholder loans not included in revenue, declined by 6 percent compared to last financial year.

There were various reasons for this but the main impact was a timing difference, resulting in some distributions from the European airport assets not reaching AIX until after the year end (in August 2008).

However, cash received from assets does not necessarily reflect the underlying earnings performance of the assets in the portfolio.

[SLIDE 22]

We have prepared a proportionately consolidated earnings analysis, which measures AIX’s share of the consolidated earnings of each of the assets in the portfolio.

This analysis, which is presented behind me, shows the AIX share of the consolidated earnings of the underlying assets for the 2008 financial year of $75.8 million, up 7.2 percent from the prior year. Of the $75.8 million earned, $67.4 million was distributed to AIX.

Distributions to securityholders totalled $62.5 million for the financial year.

Page 9 of 15

[SLIDE 23]

As the Chairman said, airports make up 93 percent of the AIX portfolio by value and it was these airports that drove portfolio growth in the 2008 financial year.

For the year to 30 June 2008, passenger numbers grew by 7.5 percent, with Perth Airport and Queensland Airports, which owns Gold Coast, Townsville and Mount Isa Airports, showing particularly impressive growth of 13.4 percent and 12.9 percent respectively.

Passenger growth is influenced by different factors at each airport. The structural shift towards low cost carriers has created access to a new customer base, with new low cost carriers entering the market and incumbent low cost carriers having aggressive growth plans. This has benefited all the Australian airports in our portfolio and, in particular, Queensland Airport’s Gold Coast Airport, which has established itself as an airport of choice for low cost carriers, with several new airlines commencing flights through the airport, servicing the tourist market. For Gold Coast Airport, its location, next to a premier tourist destination, with a large capacity of hotel rooms, is itself a strength.

Perth Airport has benefited from the economic strength of Western Australia, driven by the resources boom and the growth of the city itself. NT Airports has benefited from a strong local economy, driven by tourism, defence and natural resources and Melbourne Airport continued to attract airlines and maintain its role as a passenger hub.

[SLIDE 24]

As a direct result of the growth at these airports, a number of major capital projects were either announced or commenced during the financial year.

Perth Airport announced a $1 billion “Vision for the future” in May 2008 detailing a vision for the phased redevelopment of the airport over the next five to seven years, including the construction of a new regional terminal and new international and domestic passenger facilities.

Page 10 of 15

Importantly, this redevelopment can be staged depending on demand and will only take place with the support of our airline customers.

Phase 1 of the redevelopment plan includes the construction of Terminal WA, the new regional terminal, and improvements to Terminal 3 and the international terminal. It is estimated this phase will cost in the order of $215 million and will take around three years to complete. Airfield works associated with Terminal WA have already begun.

A major redevelopment of Queensland Airport’s Gold Coast Airport terminal, which is expected to cost $100 million and will more than double the size of the existing building, commenced in April 2008. Works are currently on time and on budget and are scheduled for completion by March 2010.

Works also commenced at Melbourne Airport’s International terminal in January 2008 as part of a capital program of individual projects over a five year period. Phase 1 of this program, the construction of a new outbound international security and customs area, is scheduled for completion in 2010.

Despite continued growth and commitment to significant capital expenditure projects, as the Chairman noted, a conservative capital structure has been maintained with an interest cover ratio of over 3 times for the year to 30 June 2008.

[SLIDE 25]

Before turning to the outlook for the 2009 year and beyond, I’d like to make a couple of comments about our port assets. These assets performed well in the year despite challenging conditions.

At the Port of Geelong, fertiliser had a strong year, with throughput up by over 30 percent over the previous year as drought conditions in south eastern Australia eased. However, this was offset by a fall of 12 percent in the throughput of crude oil due to the effect of higher global oil prices on local demand. The net effect was a reduction in volumes of around 3.4 percent. Despite the negative volume growth, revenue grew strongly over the year, with higher prices per tonne earned across each of the major cargo categories.

Page 11 of 15

Total volume throughput at the Port of Portland was up 7 percent on the prior year, with reduced grain volumes offset by strong fertiliser volumes. Together with significant unbudgeted revenue from the berthing of the oil rig “Ocean Patriot” at the port for refurbishing, the increased volumes resulted in an improved revenue and EBITDA performance over last year.

[SLIDE 26]

Turning now to the outlook. We are cautiously optimistic that the AIX portfolio will continue to perform well.

For AIX, it is the airports in our portfolio that are expected to drive growth over the medium to longer term, supported by increasing passenger numbers, retail spend per passenger and commercial property developments on airport land.

In particular, we believe we have latent capacity for long term growth in both retail and property.

[SLIDE 27]

The expansions and redevelopments envisioned or commenced at the airports in our portfolio, will all improve the retail offering.

Melbourne Airport’s international terminal development includes a five thousand square metre retail precinct.

Perth Airport’s “vision for the future” includes plans to increase retail space and improve the quality of the retail offering, making shopping a more enjoyable experience.

The terminal development at the Gold Coast will feature a targeted mix of retail, food and beverage based on passenger research and will include gift, accessories, surfwear, lifestyle, confectionary and refreshment outlets.

[SLIDE 28]

The Australian airports in the group also continue to pursue property strategies designed to maximise returns from land not required for aeronautical purposes.

Page 12 of 15

Perth Airport has a land bank of around 480 hectares available for future commercial development. Perth has recruited property market expertise, to allow it to extract greater value from its land holdings by pursuing a design and construct approach rather than simply leasing land to third parties for commercial development, as was traditionally done.

Perth has already achieved some considerable success, with transport, logistics and mining services choosing to locate at the airport estate, including Rio Tinto, whose Remote Operations Centre is already under construction. Perth has also seen the completion of its first commercial office complex, which is fully let.

Melbourne Airport has 350 hectares of land available for commercial property development, with 210 hectares zoned for commercial and industrial use in the Melbourne Airport Business Park. Recent property successes include a partnership with Investa Property Group for a planned 7 hectare campus style office development.

Darwin Airport plans to develop an 87 hectare business and commercial precinct after securing Bunnings, which opened in November 2006, as an anchor tenant .

Finally Gold Coast Airport has around 40 hectares available for development. Given this relatively limited land bank, its strategic location and potential transport links, Gold Coast will focus on higher value, more intensive development.

The land at the various airport sites will be developed over the long term and the pace of development will be dependent on underlying demand and economic conditions.

[SLIDE 29]

In summary, the assets in the AIX portfolio performed strongly in the 2008 financial year and organic growth opportunities continue to be pursued. With average portfolio gearing of just under 43 percent as at 30 June, AIX and its assets are in a relatively good position to pursue and fund this growth even in difficult credit markets.

Ladies and Gentlemen, thank you for your time. I’ll now hand you back to the Chairman.

Page 13 of 15

AIX AGM – 29 October 2008

[SLIDE 30] CHAIRMAN’S ADDRESS - OUTLOOK AND BUSINESS OF MEETING

Thank you, Jeff.

[SLIDE 31]

Ladies and Gentlemen, during our annual strategy review earlier in the year, the Board reaffirmed with its manager, the AIX focus on transport infrastructure assets with appropriate levels of risk, in Australia and where attractive situations arise, internationally.

For the foreseeable future, AIX will continue to pursue its portfolio strategy. AIX will:

• Focus on transport infrastructure, in particular, airports;

• Actively manage the asset portfolio and pursue value accretive organic growth opportunities;

• Seek quality investments to add value for securityholders, maintaining a disciplined acquisition approach;

• Work closely with technical partners;

• Fund distributions from cash flows, having regard to expansionary capital opportunities; and

• Continue to maintain appropriate asset and portfolio gearing.

In summary, Ladies and Gentlemen, we will continue to pursue our stated strategy. We have no doubt as to the long term value of the AIX portfolio and our objective will continue to be achieving a value for AIX securities that more accurately reflects the underlying value of the assets.

Page 14 of 15

[SLIDE 32]

Before we move to the formal business of the meeting, there will now be an opportunity for you to ask questions of the Board or to make any comments. At the end of formal business I will invite you to ask any questions of Steve Boulton.

If you have a question or wish to make a comment, would you please proceed to the microphone. It would be appreciated if you could ask not more than two questions at a time, and then allow others to ask a question. Would you please give your name and show your voting card when asking your question?

Are there any questions or comments?

Page 15 of 15