FUTURE GENERATION AUSTRALIA LIMITED — AGM Information 2009

Nov 10, 2009

Total pages: 63

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Hastings Funds Level 16, 90 Collins Street Management Limited Melbourne VIC 3000 Australia ABN 27 058 693 388 T +61 3 8650 3600 AFSL No. 238309 F +61 3 8650 3701 Australian Infrastructure www.hfm.com.au Fund Limited Melbourne, London, New York, Sydney ABN 97 063 935 553

ASX Announcement

Australian Infrastructure Fund (AIX)

11 November 2009

AIX 2009 Annual General Meeting

In accordance with 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 Simon Ondaatje Chief Executive Officer Head of Investor Relations Australian Infrastructure Fund Hastings Funds Management Tel: +61 3 8650 3600 Tel: +61 3 8650 3600 Fax: +61 3 8650 3701 Fax: +61 3 8650 3701 Email: investor_relations@hfm.com.au Email: investor_relations@hfm.com.au Website: www.hfm.com.au/aix Website: www.hfm.com.au/aix

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Kim Rowe 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 including Westpac Banking Corporation ABN 33 007 457 141, 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.

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Australian Infrastructure Fund 2009 Annual General Meeting 11 November 2009

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Australian Infrastructure Fund

Disclaimer

This presentation has been prepared by Hastings Funds Management Limited ABN 27 058 693 388 (Hastings), 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 ABN 33 007 457 141 (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 2009 reflect the most current available and may be unaudited, and therefore subject to further adjustment following the publication of this report. Figures may also differ from those previously disclosed due to adjustments made following period end.

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

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Australian Infrastructure Fund

Agenda

1. Chairman’s address

2. Chief Executive Officer’s report

3. Formal business of the meeting

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Australian Infrastructure Fund

Chairman’s address – Mr Paul Espie

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Australian Infrastructure Fund

Key events

• Operating performance

• Australian airports, which make up 77.5% of the AIX portfolio, performed well in difficult economic conditions

• AIX net profit down but revenue from ordinary activities excluding unrealised gains up; and operating costs down

• Distribution of 13 cents per security paid, fully cash backed

• Investment in organic growth

• Terminal redevelopments are progressing well at Gold Coast, Melbourne and Perth Airports

• Property assets being developed

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Australian Infrastructure Fund

Key events (continued)

• Capital initiatives

• AIX successfully completed a ~$211m rights issue with proceeds used to remove corporate debt and fund organic growth opportunities

• FY10 distribution forecast reset to 10 cents per security recognising the growth characteristics of the assets in the portfolio

• AIX assets successfully refinanced their debt in a difficult financial environment

• Portfolio management

• APAC sale process discontinued

  • Indicative bid above independent valuation received

  • Sale not considered to be in the long term interests of securityholders

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Australian Infrastructure Fund

World market equity indices and real GDP trends by region

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120 World market indices 104 Real GDP
Australia
102
100
100
80
98
60
Australia Europe
Australia (ASX 200) 96
UK (FTSE 500) United Kingdom
US (S&P 500)
40 United States
Greece (ATHEX) 94
Europe
Germany (DAX)
Japan
Japan (Nikkei 225)
20 92
Rebased to 100 at 30 June 2007
Real GDP rebased to 100 at September 2007
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Australian Infrastructure Fund

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Australian revenue passengers – all Australian airports
140
120 SARS
9/11 terrorist attacks
100
Ansett collapse
80
Recession
Gulf War
60
40
20
0
Revenue Pax (Millions)
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Source: BTRE

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Australian Infrastructure Fund

AIX airports – passenger growth rates improving

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12.8%
9.8%
9.1%
7.9%
6.6%
4.3%
3.9%
2.3%
(0.4%)
Sep-07 Dec-07 Mar-08 Jun-08 Sep-08 Dec-08 Mar-09 Jun-09 Sep-09
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• Growth rates in financial year 2008 were exceptional

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Australian Infrastructure Fund

Long term value

• Defensive nature of airport assets and unique characteristics of the AIX portfolio provide confidence in long term value and growth potential

• AIX to benefit from

  • Capital projects (e.g. Gold Coast, Perth and Melbourne)

  • Continued penetration of Low Cost Carriers into AIX Australian airports

• AIX is well positioned with

• Diversity of passengers and airlines

  • Business/Leisure

  • International/domestic

  • Full cost carriers/low cost carriers

• Track record of steady cash earnings

• Relatively conservative gearing and solid coverage ratios

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Australian Infrastructure Fund

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AIX security price performance vs peers since July 2007
120
Australian Infrastructure Fund
110 Macquarie Airports
S&P/ASX 200 Industrials
100
UBS Infrastructure Index
90
80
MAP -28.6%
70
ASX200 Ind -30.5%
UBS Infra -32.1%
60
AIX -33.4%
50
40
30
20
Indexed to 1 Jul 2007
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Australian Infrastructure Fund

Australian equity market through the GFC: confidence returning?

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7,000 9 Sep 08: S&P/ASX 200
Oil closes below US$100 a
barrel for the first time in
6,500 six months
6,000
5,500
5,000 Sub-prime and
broader credit
market concerns Equity market
turns
4,500 shake equity markets
US recession concerns
4,000
and Lehman failure
fallout
18 Jun 09: AIX
3,500 capital raising
announced
3,000
Jan 07 May 07 Sep 07 Jan 08 Jun 08 Oct 08 Feb 09 Jul 09 Nov 09
Index value (points)
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Australian Infrastructure Fund

Capital raising

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• AIX completed a ~$211 million 1 for 2 fully underwritten rights issue in July 2009

• Strong support from existing institutional and retail investors

• The proceeds of the issue used to fully repay existing fund level debt, the remainder to fund organic growth initiatives in the airport portfolio

• AIX now has no drawn fund level debt and is in a position to fund all anticipated asset level capital requirements from cash reserves

• Undrawn $30 million two year standby bank facility provides financial flexibility

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Australian Infrastructure Fund

Increased market capitalisation for AIX since rights issue

$269m Increase in value $1,084m

$211m

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$1,084m
$604m
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Current value

Pre-rights issue

Issue proceeds

Increase in value

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Australian Infrastructure Fund

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AIX performance vs peers since rights issue
140
Australian Infrastructure Fund
Macquarie Airports
AIX 30.6%
130
UBS Infra 28.6%
S&P/ASX 200 Industrials
MAP 26.0%
ASX200 Ind 24.4%
UBS Infrastructure Index
120
110
100
90
80
Indexed to 22 Jun 2009
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Australian Infrastructure Fund

Significant discounts to NAV across the infrastructure sector

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20%
10%
–
(10%)
(20%)
AIX
(30%)
(40%)
(50%)
(60%)
(70%)
Apr-06 Aug-06 Dec-06 Apr-07 Aug-07 Dec-07 Apr-08 Aug-08 Dec-08 Apr-09 Aug-09
Australian Infrastructure Fund Macquarie Airports Macquarie Infrastructure Group Challenger Infrastructure Fund
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Australian Infrastructure Fund

Chief Executive Officer’s report – Mr Jeff Pollock

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Australian Infrastructure Fund

Financial year overview

• A solid financial performance was achieved at airports in the AIX portfolio, despite difficult economic conditions

• All Australian AIX airports (77.5 percent of the portfolio) have seen increases in both revenue and EBITDA

• AIX net profit down but revenue from ordinary activities excluding unrealised gains up; and operating costs down

• Growth rates in passenger traffic remained strong at Darwin, Gold Coast and Perth Airports

• Capital raising provided AIX with secure and stable balance sheet and assets successful in refinancing debt facilities

• Focus on organic growth to create value

• Terminal redevelopments are progressing well at Gold Coast, Melbourne and Perth Airports

• AIX increased its pro-rata share of Sydney Airport from 2.1 to 2.6 percent in December 2008

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Australian Infrastructure Fund

Passenger growth

	Passengers (thousands)	Passengers (thousands)	Passengers (thousands)	Year to 30 June 2008	Change on prior corresponding period (pcp)
Airport	Financial Year to 30 June 2009
	Domestic	International (1)	Total	Total
NT Airports	2,159	248	2,674	2,442	9.5%
Queensland Airports	5,824	569	6,393	5,969	7.1%
Perth Airport	7,116	2,619	9,735	9,179	6.1%
APAC	20,847	5,029	25,876	25,343	2.1%
Sydney Airport	21,959	10,354	32,313	32,722	(1.3%)
Athens Airport	5,876	10,222	16,098	16,682	(3.5%)
Dusseldorf Airport	4,272	13,358	17,630	18,289	(3.6%)
Hamburg Airport	5,358	6,961	12,320	13,109	(6.0%)
Total weighted by AIX interest					3.1%
Australian airports weighted by AIX interest					4.9%
Total	73,411	49,361	123,038	123,737	(0.6%)

• Passenger growth of 3.1 percent, weighted by current AIX interest in airports

• Australian airports (Perth Airport, APAC, QAL, NT and Sydney Airports) achieved solid growth of 4.9 percent for the financial year, weighted by current AIX interest in the airports

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Australian Infrastructure Fund

Core portfolio highlights - EBITDA

Asset	Holding	EBITDA ($ millions)	EBITDA ($ millions)	Growth on pcp	Growth on pcp
		Year ended 30 June 2009	Year ended 30 June 2008
Perth Airport	29.7%	130.7	115.6	13.1%	�
APAC	10.1%	355.0	334.3	6.2%	�
Queensland Airports	49.1%	47.7	42.2	13.0%	�
NT Airports	28.2%	40.9	36.2	13.0%	�
Asset	Holding	EBITDA (€ millions)(1)		Growth on pcp
		Year ended 31 December 2008	Year ended 31 December 2007
Athens Airport	5.3%	295.8	278.1	6.3%	�
Dusseldorf Airport	4.0%	137.0	134.9	1.5%	�
Hamburg Airport	5.7%	71.7	81.4	(11.9)%	�
Sydney Airport_(1)_	2.6%	653.3	608.6	7.4%	�

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Australian Infrastructure Fund

Summary profit and loss statement

	Change on pcp	Year to 30 June 2009 ($’000)	Year to 30 June 2008 ($’000)
Revenue from ordinary activities exc. unrealised gains / (losses)	Up 10%	67,216	60,933
Unrealised gains / (losses) from investments	Down 73%	49,217	185,275
Total revenue	Down 53%	116,433	246,208
Operating expenses	Down 37%	(9,936)	(15,709)
Operating profit before interest and tax	Down 54%	106,497	230,499
Finance costs	Up 47%	(11,179)	(7,600)
Profit before tax	Down 57%	95,318	222,899
Income tax benefit / (expense)	Down 132%	5,272	(16,354)
Net profit after tax	Down 51%	100,590	206,545

• Revenue from ordinary activities excluding unrealised gains/losses

• Represents income from portfolio of assets

• Higher for FY 2009 compared to pcp due to greater distributions received or receivable from assets

• Unrealised gains/(losses) from investments

• Represents increase/(decrease) in independent valuations of underlying assets

• Operating expenses lower on pcp due to decrease in management fee ($3.3m) & acquisition costs ($1.5m)

• Finance costs up due to longer period and higher drawn amount of fund level debt. Fund level debt repaid after year end

• Tax expense is a non-cash item; tax benefit results from tax loss position reflecting decrease in value on Statewide Roads and HTAC (held in company structures)

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Australian Infrastructure Fund

Distribution coverage: cash cover

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7.8 7.2 3.2
7.6
11.3
1.6
14.2
10.9
11.3
58.2
49.7
29.7
$ millions
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Dividends Dist'ns Interest Loan QAL Other Mgmt Operating Finance Tax paid Available Dist'n

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Australian Infrastructure Fund

Distributions decreased across the industry

		Distributions declared and forecast (cents per security)	Distributions declared and forecast (cents per security)	Distributions declared and forecast (cents per security)	Distributions declared and forecast (cents per security)
Ticker	Company	2007A	2008A	2009A	2010F(4)
AIX	Australian Infrastructure Fund	15.5	16.5	13.0	10.0
AIA	Auckland International Airport(1)	8.2	8.2	8.2	7.9
AIO	Asciano Group	-	46.0	-	3.1
CEU	ConnectEast Group	6.5	10.5	2.0	1.9
CIF	Challenger Infrastructure Fund	32.1	34.0	20.0	16.5
MAP	MAp Group(2)	26.0(3)	27.0	20.8	20.9
MIG	Macquarie Infrastructure Group	20.0	20.0	20.0	5.9
TCL	Transurban Group	54.0	57.0	22.0	23.1

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Australian Infrastructure Fund

Capital management

Asset	Net Debt/EV(1)	Senior ICR (2)
Perth Airport	38.3%	2.6 x
HTAC_(3)_	42.1%	3.2 x
APAC	35.7%	3.7 x
QAL	45.1%	2.5 x
NT Airports	42.0%	2.9 x
Port of Portland	36.5%	1.9 x
Port of Geelong_(4)_	54.6%	3.2 x
Statewide Roads (SWR)(5)	n/a	n/a
Metro Transport Sydney_(5)_	n/a	n/a
Total weighted average	40.2%	3.0 x
Fund weighted average including MOF	45.6%
Fund weighted average pro forma for rights issue	36.6%

• AIX successfully completed a ~$211m rights issue in July 2009 with proceeds used to:

• Fully repay corporate debt

• Fund organic growth opportunities

• AIX assets successfully refinanced their debt in a difficult environment

• Relatively conservative gearing levels maintained

• Strong coverage ratios

• Hedging actively managed by assets

• Over 75% of asset debt at hedged or fixed rates for 2010

(1) Enterprise Value (EV) equals Net Debt (net external debt) plus independent valuations as at 30 June 2009.

(2) Senior ICR reflects EBITDA for the year to 30 June 2009 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.

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Australian Infrastructure Fund

AIX assets have successfully refinanced debt

Date	Asset	Holding	Existing debt refinanced ($m)	Additional debt facilities established ($m)	Shareholder contributions ($m)	Total funding ($m)
Nov 2008 / Feb 2009	Sydney Airport (via HTAC)	2.6%	776	-	1,383	2,159
January 2009	NT Airports	28.2%	204	100_(1)_	-	304_(1)_
January 2009	Port of Geelong	35.0%	-	28	-	28
July 2009	APAC	10.1%	300	-	-	300
October 2009	Perth Airport	29.7%	431	309	142	882
October 2009	APAC	10.1%	-	150	-	150
Under negotiation	Queensland Airports	49.1%	190	-	-	190
Under negotiation	Port of Portland	50.0%	64	-	14	78

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Australian Infrastructure Fund

Focus on organic growth

Asset	Project	Estimated Cost ($m)	Expected completion	Sources of funding	Funded
APAC – Launceston Airport	Terminal expansion	20	3Q 2009	Debt	�
QAL	Gold Coast terminal redevelopment	110	1Q 2010	Debt	�
Port of Geelong	Hardwood chip facility	28	1Q 2010	Debt	�
HTAC – Sydney Airport	International (T1) terminal expansion	500	2010	Debt and equity	�
APAC – Melbourne Airport	International (T2) terminal expansion	330	4Q 2011	Debt	�
Perth Airport	Terminal WA expansion (Stage 1)	116	2Q 2012	Debt and equity	�
Perth Airport	Other Stage 1 works	109	3Q 2012	Debt and equity	�
Perth Airport	Consolidation of domestic and international terminals (Stages 2 and 3)	970	2016-2019+	Debt and equity	Pending
NT Airports	Darwin International Airport terminal expansion	60	Deferred_(1)_	Debt	TBA

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Australian Infrastructure Fund

Gold Coast Airport – terminal redevelopment 90% complete

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Australian Infrastructure Fund

Melbourne Airport – international terminal (T2) works

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Australian Infrastructure Fund

Port of Geelong – hardwood chip facility works commenced

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Perth Airport – Terminal WA to commence construction soon

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Australian Infrastructure Fund

Perth Airport – property developments

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Australian Infrastructure Fund

Melbourne Airport – Business Park

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Australian Infrastructure Fund

Outlook

• Australian airports have continued to experience growth in passenger numbers despite the recent difficult economic environment

• Operating environment is likely to remain challenging but there are already indications of improvement

• AIX will benefit from the completion of aeronautical and property capital projects

• All Australian airports in the portfolio are likely to benefit from the continued penetration of Low Cost Carriers

• AIX is well positioned with:

• Diversity of passengers and airlines

  • Business

  • Visiting friends/relatives

  • Leisure

  • International/domestic

  • Full cost carriers/low cost carriers

• Track record of steady cash earnings

• Relatively conservative gearing and solid coverage ratios

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Australian Infrastructure Fund

Portfolio strategy and composition

• Focus on transport infrastructure, in particular, airports

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

Port of Geelong Total Other 1.3% 0.8%

Port of Portland 4.4% NT Airports 5.4%

• 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 sustainable asset and portfolio gearing

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Australian Infrastructure Fund

Chairman – Mr Paul Espie

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Australian Infrastructure Fund

Questions & comments

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Australian Infrastructure Fund

Formal business of the meeting

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Australian Infrastructure Fund

Agenda item 1 To consider the financial report and the reports of the Directors and the Auditor for the financial year ended 30 June 2009.

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Australian Infrastructure Fund

Agenda item 2 Paul Espie retires by rotation in accordance with the Company Constitution and, being eligible, offers himself for re-election.

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Australian Infrastructure Fund

Agenda item 3

Mike Hutchinson retires by rotation in accordance with the Company Constitution and, being eligible, offers himself for re-election.

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Australian Infrastructure Fund

Agenda item 4

To adopt the Remuneration Report for the financial year ended 30 June 2009.

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Australian Infrastructure Fund

2009 Annual General Meeting 11 November 2009

AGM SCRIPT - WEDNESDAY 11 NOVEMBER, 2009 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 thirteenth Annual General Meeting of Australian Infrastructure Fund.

I am Chairman of Australian Infrastructure Fund Limited 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, who is also the Chief Executive of Hastings Funds Management Limited, the Responsible Entity for the Trust. The Chairman of Hastings, Mr Alan Cameron and 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 a presentation from our Chief Executive Officer, Jeff Pollock’s investment overview.

The formal part of the meeting will follow the agenda sent to you in September.

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

• the Company Secretary, Kim Rowe;

• our Chief Executive Officer, Jeff Pollock;

Page 1 of 20

and my fellow directors:

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

• Robert Humphris;

• Mike Hutchinson;

• Robert Tsenin; and

• Steve Boulton.

Jim Power of PricewaterhouseCoopers is also with us today, Jim please stand. Jim will be available to answer any queries you may have when we consider the Financial Statements.

Secretary, do we have a quorum present?

[Kim Rowe to reply]:

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

Since a quorum is present I now formally open the Annual General Meeting.

The Company Secretary has advised me that over 1,500 valid proxies have been received for today’s meeting representing approximately 277.8 million securities in relation to which votes may be cast at the meeting.

CHAIRMAN’S ADDRESS - Opening Comments

Ladies and Gentlemen...

[SLIDE 5]

The economic environment has presented challenges since the time of the last AGM; however, the Australian airports, which make up approximately 77% of our portfolio, have continued to perform well, with Melbourne, Perth, Northern Territory Airports and Queensland Airports Limited all recording positive passenger growth in the year to 30 June 2009.

Page 2 of 20

Operating performance

All of the Australian airports in the portfolio recorded positive growth in revenues and in earnings before interest, tax and depreciation (commonly referred to as EBITDA) in the period.

Although the portfolio has performed well at the asset level, the AIX net profit for the year ended 30 June 2009 was down by 51% compared to the prior year, which mainly reflects a reduction in unrealised gains on the annual revaluation of our investments compared to the 2008 year. The assets concerned did increase in value during the year, but not by as much as in the prior year.

Revenue from operating activities, which reflects the income received or receivable from our assets in distributions, dividends and interest was up by 10% and operating costs fell by 37%.

Jeff will take us through the summary profit and loss statement in more detail later.

A total distribution of 13 cents per security was declared for the 2009 financial year and was fully cash backed.

Organic Growth a Key Strategic Priority

Major terminal developments are either under way or are planned at Melbourne, Gold Coast and Perth Airports. The new Gold Coast terminal is nearing completion, with most of the terminal already in service and formal completion planned by March 2010. Melbourne Airport continues with its international terminal re-development, with completion planned by the end of calendar year 2011. Perth Airport has achieved bank and shareholder financing to fund its next three years’ capital expenditure programme, with plans currently including the construction of a new terminal, Terminal WA, which will service intrastate and some interstate flights.

Page 3 of 20

[SLIDE 6]

Capital Initiatives

The capital structure of AIX was a major focus during the period. AIX successfully completed a rights issue in July 2009, which raised approximately $211 million with the majority of proceeds used to repay a corporate debt facility of $160 million. This capital initiative has strengthened the AIX balance sheet and significantly reduced refinancing risk. The balance of the amount raised, after payment of costs and fees, will be used for funding organic growth projects in our assets, including the significant capital program at Perth Airport.

A number of the assets in the AIX portfolio also successfully refinanced their debt or raised additional debt in a very difficult period for capital markets. Additional facilities were negotiated to fund organic growth, that is capital expenditure at our assets to allow them to increase capacity and revenue.

At the time of the rights issue, AIX announced a distribution of 13 cents for the 2009 financial year and forecast a distribution of 10 cents for the 2010 financial year. Resetting the distribution at this level reflects the expected cash flows from our assets taking into account their growth characteristics and the investment required to capture the value of this growth.

Portfolio Management

During the period, AIX was approached in relation to the potential sale of its interest in APAC, the holding company for Melbourne and Launceston Airports. AIX subsequently considered an indicative bid in excess of the latest current independent valuation.

The Board determined, on balance, that the AIX portfolio was more valuable with the investment in APAC retained and the sale discussions were discontinued. Factors in this decision were:

• the quality and growth of APAC;

• the balance of the AIX portfolio;

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• the size of the Fund;

• total return over time

[SLIDE 7]

While we are pleased with the performance of the assets in the AIX portfolio and in particular the Australian airports, the Global Financial Crisis, which first emerged in the housing and financial markets in the USA in 2007, has had a significant effect on world capital markets during the financial years 2008 and 2009.

As you can see from this slide, the major stock markets in the world suffered significant declines in value and major economies have suffered significant downturns.

Europe, where AIX has investments in Dusseldorf, Hamburg and Athens Airports (making up 16% of the portfolio by value) suffered severe economic downturns. Australia, where AIX has predominantly invested, while being affected by the downturn, has performed well when compared to these economies.

But it was perhaps inevitable that the severe nature of the economic downturn would affect airports and the market value of our securities.

[SLIDE 8]

At last year’s AGM we noted that earlier adverse events affected passenger growth through airports. They have in each case been followed by a return to a long term growth trend in relatively short periods of time.

As you can see from this slide, which charts growth in passenger numbers at Australian airports since 1986, (and was presented at last years AGM) we have seen continued growth in passenger numbers in Australia 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, there has been a recovery to long term growth trends.

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[SLIDE 9]

The expected decline in growth in passenger numbers during the recent downturn has been evident since March 2008 through to March 2009. This has been reversed in the last two quarters, with growth in passenger numbers increasing as economic conditions improved. Although it is too early to be definitive, this appears to confirm the previous historical trend of recovery from external shocks.

While the European airports in our portfolio experienced negative growth in the 2009 financial year, the Australian airports, except Sydney, continued to generate growth in passenger numbers but at reduced rates compared to the exceptional growth in the 2008 financial year. Perth Airport, Gold Coast Airport and Darwin International Airport continued to see passenger growth above the long term trend.

Jeff will take us through these results in more detail later.

[SLIDE 10]

Last year we noted that the defensive nature of airport assets and the particular characteristics of the AIX portfolio: the record of passenger growth; relatively conservative gearing; strong debt coverage ratios; a diversity of passenger and airline customers; and opportunities for property development around the airports, gave us confidence in the long term value of the portfolio.

The recovery of growth rates since March 2009 gives us renewed reason for such optimism.

[SLIDE 11]

Notwithstanding the defensive nature of these assets and our confidence in their long term value, our security price remained under pressure during the 2009 financial year.

This slide shows the AIX security price performance against its peer, MAp, and two benchmarks, the UBS Infrastructure Index and the ASX200 Industrials Index since July 2007 (since before the Global Financial Crisis took hold, when AIX securities were at a peak). AIX has lost significant value through that period with the infrastructure sector

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and market as a whole. This raises the question of the rating and role of listed infrastructure entities.

While the value lost by the market as a whole can be largely attributed to the global financial crisis and major asset value adjustments during the economic downturn, we might have expected defensive infrastructure assets such as our airports to have performed better. However, general sentiment in a depressed market was firmly against infrastructure with a number of well publicised failures and a general concern over debt levels and whether entities could refinance their debt when due. Airports had the added problem of high fuel prices leading into the economic downturn, which led to negative expectations on the impact on airline profitability, passenger numbers and airport returns.

On debt exposure and refinancing risk, AIX had in place a $250 million facility, drawn to $160 million. This fund level facility was scheduled for repayment or refinancing by December 2009. We also planned to support organic growth in our assets so AIX was faced with a potential capital requirement of at least $200 million in the near term. This was influencing market perceptions of our risk and security value.

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[SLIDE 12]

While still volatile, equity markets improved in the first half of 2009. This can be seen on this graph, which plots the performance of the ASX 200 Index since January 2007.

[SLIDE 13]

With the improvement in equity markets, AIX undertook an equity capital raising, announced in June 2009. The proceeds of the raising were used to repay the $160 million fund level debt and to fund organic growth initiatives in the Australian airport portfolio, particularly at Perth Airport, dealing with the $200 million capital requirement.

The capital raising took the form of a fully underwritten 1 for 2 rights issue, considered to be the most equitable for our securityholders. The rights issue allowed all securityholders the option to take up their rights and avoid any dilution to their holding.

192 million new securities were issued at $1.10 per security, raising $211 million. These securities were valued in the market at $1.88 at yesterday’s close.

AIX now has no corporate level debt but retains an undrawn corporate standby facility of $30 million, which may be used for the funding of future organic growth, providing capital flexibility.

[SLIDE 14]

Since the rights issue the AIX security price has increased by 31 percent.

As this slide shows, the AIX market capitalisation was just over $600 million before the rights issue. Adding the proceeds of the rights issue of $211 million, delivers a total of $815 million. As of yesterday’s market close the market capitalisation was approximately $1.1 billion. Since the rights issue closed, the AIX equity value has increased by approximately $270 million, or 47 cents per security.

[SLIDE 15]

Since the rights issue, AIX has also outperformed the ASX200 Industrials Index, the UBS Infrastructure Index and MAp so it appears the market has endorsed the strategy.

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[SLIDE 16]

Notwithstanding the recent performance of AIX securities and that of the underlying assets in the portfolio, your Board is acutely aware that the security price still trades at a significant discount to Net Asset Value, (as based on the independent valuation). Our exercise in testing the value of the AIX holding in APAC and other indicators of the market’s undervaluation of our assets continues to focus our attention on how best to ensure longer term value for securityholders.

As at 30 June 2009, and after adjusting for the effects of the rights issue, the Net Asset Value per security based on the independent valuation was $2.46. As of closing yesterday, the security price was $1.88.

Listed securities rarely reflect for long the Net Asset Value, at times trading above and at other times below it. However, we are confident in the long term value of the assets in the AIX portfolio and although the gap between the security price and the Net Asset Value has narrowed since the rights issue, we continue to work on all contributors to the closing of this gap further.

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

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[SLIDE 17] CEO’S REPORT

Thank you Chairman, and good afternoon Ladies and Gentlemen.

Before we get to the formal business of the meeting, I would like to take the opportunity to provide you with an overview of AIX and its performance during the 2009 financial year.

[SLIDE 18]

As mentioned by our Chairman, the 2009 financial year brought with it a challenging financial climate. Despite the generally poor global economic environment, the AIX portfolio continued to perform well.

Our airports, which make up 93 percent of the portfolio, demonstrated their resilience with passenger growth particularly strong at Darwin International Airport, Gold Coast Airport and Perth Airport.

This growth has driven a number of capital projects at our assets, with terminal redevelopments at Gold Coast, Melbourne and Perth Airports all progressing.

Near term funding for these projects is in place, with a number of assets successfully refinancing existing debt facilities and raising additional debt facilities to help fund growth. AIX has also repaid all fund level debt with the proceeds of its successful $211 million rights issue, with the remainder of the proceeds, after costs, intended to fund organic growth initiatives in the existing portfolio.

During the year, AIX also considered divesting of its investment in APAC, which the Chairman has already talked about, and increased its pro-rata share in Sydney Airport through HTAC from 2.1 to 2.6 percent.

[SLIDE 19]

As previously mentioned, the Australian airports in the portfolio, with the exception of Sydney, experienced solid passenger growth in the year to 30 June 2009, when

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compared to the year ended 30 June 2008, with particularly strong growth at Perth Airport, QAL’s Gold Coast Airport and NT Airport’s Darwin International Airport.

Drivers of passenger growth vary between airports, and depend on specific factors affecting the region as well as the dynamics of the broader aviation market.

NT Airports, comprising Darwin International, Alice Springs and Tennant Creek Airports, experienced passenger growth of 9.5 percent for the 2009 financial year. This was led by the domestic terminal at Darwin International Airport, which benefited from a strong tourist season, a relatively buoyant local economy and increased seat capacity.

Queensland Airports, comprising Gold Coast, Townsville and Mount Isa Airports, experienced passenger growth of 7.1 percent for the 2009 financial year. This was led by Gold Coast Airport, which continued to benefit from its strategy of targeting low cost carriers. Again, passenger growth was supported by additional seat capacity driven by route development, particularly in international markets.

Perth Airport’s growth for the 2009 financial year was 6.1 percent, also supported by low cost carriers, who continued to stimulate demand and increase market share.

Passenger numbers at the European airports, which make up 16% of the portfolio by value, have been affected by the recession in Europe.

As can be seen from the slide behind me, these airports recorded negative passenger growth in the year to 30 June 2009. In other words, passenger numbers fell when compared to the year ending 30 June 2008.

The length and severity of the economic recession in Europe will be the major influence on passenger numbers in the near term, however we are already seeing some improvement in Europe with Athens and Dusseldorf recording positive growth in passenger numbers in the quarter ending 30 September 2009.

[SLIDE 20]

The growth in passenger numbers at the Australian airports, which make up approximately 77% of the portfolio by value, together with other retail and property

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initiatives pursued by airport management, has translated into growth in Earnings. EBITDA or Earnings before interest, tax and depreciation, increased by 13% at Perth Airport, Queensland Airports Limited and NT Airports, in the financial year ended 30 June 2009 compared to the financial year ended 30 June 2008. APAC which owns Melbourne and Launceston Airports recorded a growth in EBITDA of 6% over the same period, while Sydney Airport recorded an increase in EBITDA of 7.4% on passenger growth of 3.2% during its financial year to 31 December 2008.

[SLIDE 21]

The slide behind me now, shows a summary profit and loss statement for AIX for the year ended 30 June 2009.

As you can see, total revenue for the 2009 financial year decreased 53 percent compared to the prior year. However, this was largely due to a reduction in unrealised gains from investments following the independent valuation of the assets in the portfolio. While the value of assets as at 30 June 2009 was greater than that at 30 June 2008 and thus an unrealised gain was recorded, the increase for the year ended 30 June 2009 was less than that achieved in the previous year and hence the reduction in unrealised gains. This was largely due to the effect of general economic conditions and foreign exchange movements on valuation assumptions.

Importantly, excluding unrealised gains and losses, revenue was up 10 percent from 60.9 million to 67.2 million, reflecting increased dividends, distributions and interest received or receivable from the assets in the portfolio.

Operating expenses were down 37 percent, mainly reflecting lower management fees paid to Hastings, which fell from $10.4 million in the year ended 30 June 2008, to $7.1million, a reduction of $3.3 million.

As expected, finance costs increased significantly due to an increase in interest expenses associated with the fund level debt facility, which was drawn to a higher amount for a longer period than last year. As previously mentioned, this facility has now been fully repaid.

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[SLIDE 22]

This next slide sets out a waterfall chart showing the make up of cash received from assets during the year or receivable from assets at the year end; fund level expenses, and the amount paid in distributions to AIX securityholders.

The cash received and receivable comprises dividends, distributions and interest and loan repayments received by the year end, as well as a dividend of $7.6 million received from QAL following the year end and other receivable amounts. Management fees, operating expenses, finance and tax costs are then deducted to give the amount available for distribution. As set out in the chart, this amount, being $58.2 million fully covers the distribution declared for the year of $49.7 million.

[SLIDE 23]

The distribution of $49.7 million equates to 13.0 cents per security for the 2009 financial year as compared to 16.5 cents per security in the 2008 financial year. AIX has also forecast a distribution of 10 cents per security for the 2010 financial year.

AIX is not alone in resetting its distributions and distribution forecasts with many other infrastructure related companies also doing so for a variety of reasons.

AIX did not take the decision to reset its distributions lightly and there were a number of reasons for doing so:-

• Many of the assets in the portfolio reset their own distribution forecasts to reflect the current economic environment, to provide refinancing flexibility and to retain additional amounts of operating cash flow to fund growth, thereby placing less reliance on debt;

• AIX provided additional equity into Sydney Airport via a deeply discounted rights issue to support Sydney Airport’s refinancing objectives. This equity was funded in part by short term loans taken out by HTAC, the entity through which AIX holds its investment in Sydney Airport. As a result some of the HTAC operating cash flows that would otherwise be available as distributions to AIX over the next two to three years will instead be used to repay this loan;

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• The raising of additional equity to repay the AIX fund level debt and help fund growth capital expenditure;

• A continued policy of sustainable gearing;

• A continued policy of closely matching distributions to operating cash flows, after taking into account all refinancing and capital expenditure requirements at the underlying assets.

In short, resetting the distribution forecast at 10 cents per security helps provide AIX and its assets with a long term stable capital structure and recognises the growth characteristics of these assets and the investment required to capture that growth.

[SLIDE 24]

The 2009 year was a busy one in capital management for AIX and the assets in the portfolio. The Chairman has already discussed the rights issue in detail, the proceeds of which were used to repay the AIX fund level debt, with the remainder to be used to help fund future organic growth at the assets in the portfolio. This together with the relatively conservative debt levels enjoyed by the assets in the portfolio and their strong interest coverage ratios bodes well for individual companies’ future refinancing of existing debt facilities and their raising additional facilities to help fund their organic growth objectives.

[SLIDE 25]

Since January 2009 a number of the assets in the portfolio have sought to refinance existing debt facilities or raise additional debt for capital intensive projects in what was an increasingly difficult debt market.

• In January 2009, NT Airports refinanced $204 million of existing debt facilities and secured an additional facility to fund future growth;

• Also in January 2009, the Port of Geelong trust entered into a new $28 million capital expenditure facility, which will be used to fund the new Midway export facility.

• In July 2009, APAC refinanced $300 million of existing debt facilities; and

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• In October 2009, Perth Airport successfully refinanced $431 million of existing debt facilities and secured an additional over $300 million in new capital expenditure and liquidity facilities.

The successful refinancing of these debt facilities is a reflection of the quality of the assets concerned.

In the 2010 financial year, both the Port of Portland and QAL will seek to refinance existing debt facilities. The Port of Portland has until the end of December to refinance its debt facility, while QAL has a substantial facility due for refinancing before April 2010. QAL management is already progressing this task. Given the performance of QAL in recent years, our expectations of continued strong performance and QAL’s strong balance sheet, we are confident that this $190 million facility will be refinanced before April 2010.

[SLIDE 26]

In light of the growth that has occurred at AIX assets, and with anticipated funding requirements now in place, a number of significant projects designed to expand operating capacity are either planned or under way within the AIX portfolio.

These include:

• The major redevelopment of the Gold Coast Airport terminal;

• A major expansion of the Melbourne Airport international terminal;

• The construction of a wood chip facility at the Port of Geelong; and

• The Perth Airport redevelopment.

I will briefly cover the key highlights.

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[SLIDE 27]

The major $110 million redevelopment and expansion of Gold Coast Airport’s terminal facilities was commenced in April 2008. The terminal redevelopment is near completion. New check in facilities; departure gates and arrivals hall; and new, expanded and improved retail and food and beverage offerings are already in service. The redevelopment is scheduled to be fully completed by March 2010, although it is currently running ahead of schedule, and when completed will more than double the size of the existing building and allow the airport to cater for passenger growth forecast over the next ten years.

[SLIDE 28]

The expansion of Melbourne Airport’s international terminal is the largest upgrade of the international terminal since the airport was opened. The five year expansion project, which was announced in 2007, has a capital cost of approximately $330 million and consists of a number of individual projects that will add a total 25,000 square metres of new space. The various projects will improve and expand processing and terminal facilities for passengers, increase airline gate capacity and upgrade airport baggage systems.

[SLIDE 29]

During the year, Port of Geelong commenced construction of a new $28 million hardwood chip export facility for exclusive use by Midway Limited under a long-term take-or-pay agreement. Completion is expected by March 2010.

[SLIDE 30]

The successful completion of the recent Perth Airport debt raising, together with equity commitments from its shareholders, including AIX, will allow it to expand the airport to accommodate the strong growth experienced to date, as well as management’s expectation for future growth. The redevelopment at Perth Airport will be undertaken in several stages, with the first phase being a new terminal, called Terminal WA, dedicated to internal Western Australian air services and certain interstate flights. The

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focus of Perth Airport management is now on finalising aeronautical pricing negotiations with its airline customers to allow works for the first phase to begin, with completion targeted for mid-2012. Over the next three years, it is expected that around $400 million will be invested in the expansion initiatives at Perth Airport.

[SLIDE 31]

In addition to the asset developments within the AIX portfolio, the Australian airport assets also have significant property holdings, with land available for commercial development.

Perth Airport has completed a number of projects in the year to 30 June 2009, which are expected to increase revenues from property into the future. I will not list them all but one success worth mentioning is the $24.7 million, 4000 square metre state of the art Remote Operations Centre for Rio Tinto’s Pilbara Mining operations. The Operations Centre was delivered on-time and budget and shortly Perth Airport will complete an office building to accommodate Rio Tinto’s Operations Centre planning teams. This building will be one of Perth’s first five star green star rated buildings. Rio will have a workforce of around 300 located at Perth Airport in the Operations Centre and Office Complex.

[SLIDE 32]

Melbourne and Darwin Airports also have significant land holdings for development. Melbourne in particular has continued to develop its business park initiative having recently announced that DB Schenker, a major German logistics company, has consolidated four sites spread throughout Victoria into one megahub at Melbourne Airport. Similarly DHL Danzas is consolidating its facilities at Melbourne Airport. Around 160 business are now located at Melbourne Airport.

The pace of development of the available commercial land at each of the airports in the near term will depend on a number of factors including the effect the general economic environment has on demand.

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[SLIDE 33]

As previously mentioned, we have confidence in the long term value of the assets held by AIX. Their performance in the 2009 financial year, in particular the performance of the Australian airports in the portfolio, demonstrates their resilience in an economic downturn.

There are clear indications that the general environment is improving. As we have illustrated, airport passenger growth has improved since its low point in March 2009. The Australian airports have, on the whole, continued to grow passenger numbers despite the general decline in economic conditions, and this growth has continued into the first quarter of the new financial year. The European airports’ performance in the quarter to September 2009 is encouraging, with both Athens and Dusseldorf recording positive growth.

AIX will benefit from the completion of major capital projects at Gold Coast Airport in the coming financial year and, at Perth Airport, there will be a full year contribution to revenue from completed property projects. Melbourne Airport continues to attract new airlines and routes and the Gold Coast will continue to grow its international business, building on the exponential growth it achieved in the last financial year and in the year to date. All of the Australian airport groups in our portfolio are benefitting from the continued penetration of the Low Cost Carriers.

The AIX portfolio is well positioned with a track record of passenger growth, relatively conservative gearing and strong interest coverage ratios, and a diversity of passenger and airline customers together with significant long term property development opportunities. We are confident in the long term value of the assets in the portfolio and will work diligently in the year ahead to ensure that the AIX security price reflects that value.

[SLIDE 34]

Finally, I will leave you with our portfolio strategy, which has not changed since last year, and a chart setting out the make up of our portfolio by value.

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

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[SLIDE 35]

Before we move to the formal business of the meeting, I would like to provide the opportunity for you to ask questions of the Board or make any comments.

[SLIDE 36]

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 also give your name and show your voting card when asking your question.

Are there any questions or comments?

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