FUTURE GENERATION AUSTRALIA LIMITED — AGM Information 2010

Oct 6, 2010

Total pages: 17

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Hastings Funds Management Limited ABN 27 058 693 388 AFSL No. 238309 Australian Infrastructure Fund Limited ABN 97 063 935 553

Level 16, 90 Collins Street Melbourne VIC 3000 Australia T +61 3 8650 3600 F +61 3 8650 3701 www.hfm.com.au Melbourne, London, New York, Sydney

ASX Announcement

Australian Infrastructure Fund (AIX)

7 October 2010

2010 Annual General Meeting

Attached is the 2010 Notice of Annual General Meeting sent to securityholders.

For further enquiries, please contact:

Jeff Pollock Chief Executive Officer Australian Infrastructure Fund Tel: +61 3 8650 3600 Fax: +61 3 8650 3701 Email: investor_relations@hfm.com.au Website: www.hfm.com.au/aix

Simon Ondaatje Head of Investor Relations Hastings Funds Management Tel: +61 3 8650 3600 Fax: +61 3 8650 3701 Email: investor_relations@hfm.com.au Website: www.hfm.com.au/aix

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Jane Frawley 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.

Notice of Meetings and Explanatory Notes to Securityholders

Australian Infrastructure Fund Limited ABN 97 063 935 553

and

Australian Infrastructure Fund Trust ARSN 089 889 761

Notice is given that the Annual General Meeting of Australian Infrastructure Fund Limited (“Company”) will be held together with a concurrent General Meeting of the unitholders of Australian Infrastructure Fund Trust (“Trust”) (collectively, “AIX”) at the Fitzroy Room, Sofitel Melbourne, 25 Collins Street, Melbourne 3000, on Wednesday 17 November 2010 at 2.30 p.m. (“Meetings”).

Financial Report – Company and Trust

• 1 To consider the financial report and the reports of the Directors and the Auditor for the financial year ended 30 June 2010.

Election of Directors – Company only

To consider and if thought fit, pass the following as separate resolutions:

• 2 “That John Harvey, who retires by rotation in accordance with rule 35(c) of the Company Constitution and, being eligible, be re-elected as a Director.”

• 3 “That Robert Humphris OAM, who retires by rotation in accordance with rule 35(c) of the Company Constitution and, being eligible, be re-elected as a Director.”

• 4 “That James Evans be appointed in accordance with rule 35(b) of the Company Constitution and, being eligible, be elected as a Director.”

Remuneration Report – Company only

To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

• 5 “That the Remuneration Report for the financial year ended 30 June 2010 be adopted.”

Note: the vote on this resolution is advisory only and does not bind the Directors or the Company.

Hastings' Remuneration Structure – Provision for the payment of performance fees in AIX securities – Company and Trust

To consider and, if thought fit, pass the following resolution as an ordinary resolution (as unitholders in the Trust and shareholders in the Company) in the following terms:

• 6 “That, for the purposes of Listing Rules 7.1 and 10.11, Hastings Funds Management Limited, (as responsible entity of the Trust and manager of the Company), is authorised to receive some or all of any performance fee in the form of AIX stapled securities as described in Section 6 of the Explanatory Notes.”

Securityholder approval will last for a period of three years from the date of this meeting, although it is the intention of the Board that the arrangement be continuing and accordingly, securityholder approval will be sought in three years.

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Previous Issue of Capital – Company and Trust

• 7 To consider and, if thought fit, pass the following resolution as an ordinary resolution of both the Trust and the Company (as Unit Holders in the Trust and members of the Company respectively):

• “That the issue of 43,956,044 ordinary Stapled Securities on 14 May 2010 to institutional investors at $1.82 per Stapled Security as detailed in the Explanatory Notes, is approved for the purposes of Listing Rule 7.4, and for all other purposes.”

Directors’ Remuneration – Company Only

To consider and if thought fit, pass the following resolution:

• 8 “That pursuant to Rule 37 of the Company’s Constitution and ASX Listing Rule 10.17, the maximum aggregate amount of remuneration which may be provided by the Company to all non-executive directors for their services as Directors be increased to a maximum sum of $1,200,000 a year (inclusive of superannuation contributions), with effect from 1st January 2011.”

Voting Exclusions Statement

AIX will disregard:

• any votes cast on Item 6 by Hastings and its associates;

• any votes cast on Item 7 by any person who participated in the issue of securities and any of their associates; and

• any votes cast on Item 8 by a Director of the Company or any of their associates.

However, AIX will not disregard a vote if it is cast:

• by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form; or

• by the person chairing the Meetings as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

By order of the Boards of Australian Infrastructure Fund Limited and Hastings Funds Management Limited as Responsible Entity for Australian Infrastructure Fund Trust.

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Jane Frawley Company Secretary Australian Infrastructure Fund Limited

and

Hastings Funds Management Limited as Responsible Entity for Australian Infrastructure Fund Trust 24 September 2010

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Voting entitlements

Pursuant to applicable legislation and regulations, the Directors have determined that the securityholding of each securityholder for the purpose of ascertaining the voting entitlements for the Meetings will be as appears in the Security Register at 7.00 p.m. (Melbourne time) on Monday 15th November 2010.

• 1 Securityholders may only vote their shares in relation to resolutions being put to shareholders of the Company, and may only vote their units in relation to resolutions being put to unitholders of the Trust.

• 2 A securityholder entitled to attend and vote has a right to appoint a proxy to attend and vote instead of the securityholder. A proxy holder need not be a securityholder. A securityholder who is entitled to cast two or more votes may appoint up to two proxy holders and may specify the proportion or number of votes each proxy holder is appointed to exercise. If there is no proportion or number specified, each proxy holder may exercise half of the votes. On a show of hands, a proxy holder may not vote if more than one proxy holder attends.

• 3 A form of appointment of proxy is enclosed. To be effective, the document appointing the proxy holder (and if the appointment is signed or executed by the appointor’s attorney, the authority under which the appointment was signed or a certified copy of the authority), must be received by AIX at least 48 hours before the Meetings, that is, by 2.30 p.m Melbourne time, Monday 15 November 2010. The documents should be delivered to AIX’s registry:

Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street Abbotsford Victoria 3067

Postal address: GPO Box 242 Melbourne Victoria 3001 Facsimile: 1800 783 447 (Within Australia) and +61 3 9473 2555 (Outside Australia)

Electronically, by visiting www.investorvote.com.au and following the instructions provided but a proxy cannot be appointed online if appointed under power of attorney or similar authority.

For Intermediary Online Subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

• 4 If you wish to appoint a different proxy holder to vote on your behalf in relation to your units in the Trust from the proxy holder you appoint to vote on your behalf in relation to your shares in the Company, or if you wish to direct your proxy holder to vote differently in respect of your units than in respect of your shares (regarding resolutions on which both shares and units are able to be voted), please contact AIX’s registry to obtain another proxy form:

Computershare Investor Services Pty Limited Telephone: 1300 132 288 within Australia or +(613) 9415 4054 outside Australia.

• 5 Please refer to other notes appearing on the Proxy Form.

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Explanatory Notes to Securityholders

These Explanatory Notes must be read in conjunction with the accompanying Notice of Annual General Meeting of Australian Infrastructure Fund Limited and concurrent General Meeting of unitholders of Australian Infrastructure Fund Trust.

Item 1 – Financial Report – Company and Trust

Securityholders are not required to vote on the financial report and the reports of the Directors and Auditor. However, shareholders will be given a reasonable opportunity as a whole to raise questions at the Meetings.

Item 2 – Election of Director – Company only

The resolution to elect John Harvey as a Director of the Company is an ordinary resolution requiring the support of a majority of the votes cast by shareholders.

John Harvey, BJuris, LLB, FCA was first appointed a non-executive Director in July 1994. John is a non-executive and independent director.

John Harvey had a 25-year career with PricewaterhouseCoopers during which he provided professional advisory services to many multinational and Australian national companies and was a registered company auditor for 20 years. John was appointed a member of the Audit Committee in July 2004 and had been Chairman of the Audit Committee since August 2004.

The Directors (other than Mr Harvey) unanimously recommend that securityholders approve the resolution.

Item 3 – Election of Director – Company only

The resolution to elect Robert Humphris OAM as a Director of the Company is an ordinary resolution requiring the support of a majority of the votes cast by shareholders.

Robert Humphris OAM, ARSM, BSc (Eng) Hons, CEng, FIMMM, FAIMM was first appointed a nonexecutive director in September 2006. Robert is a non-executive and independent director.

Robert brings to AIF a wealth of experience and knowledge developed over a career spanning more than 40 years. Robert has extensive Australian and international experience working in the mining and construction industries.

The Directors (other than Mr Humphris) unanimously recommend that securityholders approve the resolution.

Item 4 – Election of Director – Company only

The resolution to elect James Evans as a Director of the Company is an ordinary resolution requiring the support of a majority of the votes cast by shareholders.

James Evans, BEc, CPA, F FIN, GAICD was first appointed a non-executive director on 1 March 2010. James is a non-executive and independent director.

James Evans is a highly credentialed executive with nearly forty years of corporate experience. James was previously the Chief Risk Officer, Risk Management Wealth Management at the Commonwealth Bank of Australia (CBA), a position he held from 2003 to 2008. His work included directorships in the CBA Group’s funds management and insurance businesses. Formerly, James held a number of senior roles at CBA in the areas of Finance and Accounting, as well as at Lend Lease, which included directorships in funds management and senior positions in Finance. He also had senior roles at GEC Australia and Grace Bros.

The Directors (other than Mr Evans) unanimously recommend that securityholders approve the resolution.

Item 5 – Remuneration Report – Company only

The management of AIX are employed and remunerated by Hastings Management Pty Ltd. The Annual Report for the year ended 30 June 2010 contains a Remuneration Report which sets out the remuneration policy of the Company and reports remuneration arrangements in place for the non-executive directors. The report is set out on pages [43] to [44] of the Annual Report.

The shareholder vote is advisory only and does not bind the Company. However, the Board will take into consideration the discussion on this resolution and the outcome of the vote when considering the remuneration policy of the Company.

The Directors unanimously recommend that securityholders approve the resolution.

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Item 6 - Hastings' Remuneration Structure – Provision for the payment of performance fees in AIX securities – Company and Trust

Resolution 6 is an ordinary resolution requiring the support of a majority of the votes cast by securityholders. The Independent Directors of Australian Infrastructure Fund Limited recommend that securityholders approve the resolution.

At its AGM on 14 November 2007, AIX securityholders approved an amendment to the Trust constitution to allow the Company to pay some, or all, of any performance fee payable to Hastings Funds Management Limited (Hastings), as manager of AIX, in AIX securities.

No performance fee is currently payable to Hastings. If any performance fee becomes payable and payment is made in AIX securities, AIX must comply with the conditions of a waiver from the ASX Listing Rules, obtained by AIX in October 2007. These conditions include:

• full disclosure of the scrip payment, including the relevant provisions of the Trust Constitution, being included in the AIX notice of meeting and disclosure of the terms of the waiver granted by ASX;

• any AIX securities being issued in accordance with the terms agreed by security holders;

• disclosure of any AIX securities issued to Hastings in the AIX annual report for the relevant year; and

• AIX securityholder approval for the arrangement being obtained every third year.

Consistent with the condition above, AIX is now seeking securityholder approval to allow any performance fees to be paid to Hastings, to be paid in the form of AIX securities. AIX securityholder approval is also required because Hastings is a “related party” of AIX for the purposes of the ASX Listing Rules.

As at 30 June 2010, a carry forward performance shortfall (deficit) of $115,050,513 exists, the performance fee shortfall being $11,505,051, (see below for details on the calculation of the performance fee).

How is the performance fee calculated?

A performance fee will be paid where the total return to investors exceeds the return on the S&P/ASX 200 Industrial Accumulation Index. The value of any performance fee is calculated and becomes payable at the conclusion of each twelve month period. A shortfall arising from under-performance in previous periods must be carried forward and recovered before any subsequent performance fee becomes payable.

The performance fee equals 10% of the Fund Return for a Period above the Benchmark Return for the Period (calculated as set out below). If the Fund Return for a Period is less than the Benchmark Return for that Period, the amount of the deficit is carried forward and taken into account in calculating whether the Fund Return exceeds the Benchmark Return in subsequent Periods.

A worked example of the calculation of the performance fee is set out in Attachment A. The relevant provisions of the Trust Deed which set out how the performance fee is calculated, are set out in Attachment B.

Item 7 – Previous Issue of Capital - Company and Trust

AIX issued 43,956,044 Stapled Securities at an issue price of $1.82 per Stapled Security on 14 May 2010 to a number of institutional investors (Placement).

The Placement was undertaken to fund the acquisition of an additional 2.25% of Australia Pacific Airports Corporation Limited (APAC). Through the Placement, AIX was able to increase its holding in APAC due to the sell down of another shareholder’s interest in APAC and the operation of the pre-emptive rights provisions under the Shareholders’ Agreement. The cost of the acquisition of the additional stake in APAC was A$76.6 million. The Placement was fully underwritten by Credit Suisse (Australia) Limited and the Stapled Securities issued as a result of the Placement were issued to new and existing institutional investors, listed at Attachment C. The Placement raised approximately $80 million which funded this acquisition, with the remaining amount being used for transaction costs and general purposes.

The Stapled Securities issued as a result of the Placement ranked equally with existing Stapled Securities from the date of allotment, and included the entitlement to participate in the final distribution for FY2010.

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Listing Rule 7.1 provides that AIX must not issue more than 15% of its issued capital in any 12 month period without security holder approval (subject to certain exceptions, such as rights issues and issues under the Dividend Reinvestment Plan). Under Listing Rule 7.4, AIX may seek subsequent approval to a specified issue of securities, and if that approval is granted, such issues do not count toward the 15% limit specified in Listing Rule 7.1.

As stated in the ASX announcement made on 6 May 2010, the Placement did not require security holder approval under Listing Rule 7.1.In addition, Listing Rule 7.1 was not breached as a result of the Placement. The Board nonetheless now seeks approval for the issue so as to refresh the capacity of AIX to issue Stapled Securities without the need for further securityholder approval.

The Board believes that it is in the best interests of AIX that it maintain its ability to make placements of AIX securities in future, so that AIX may take advantage of commercial opportunities as and when they arise.

The Directors unanimously recommend that securityholders approve the resolution.

Item 8 Directors’ Remuneration - Company only

Shareholder approval for the increase in the maximum aggregate amount that may be paid to non-executive directors is sought in accordance with ASX Listing Rule 10.17 and Rule 37 of the Constitution. Rule 37 of the Company’s Constitution provides for shareholders to approve an aggregate amount out of which fees are payable to non-executive directors of the Company in return for their services. In addition, ASX Listing Rule 10.17 provides that an entity may not increase the total amount of directors’ fees without securityholder approval. The AGM in October 2005 approved a cap on aggregate fees paid to Directors of $800,000 per annum. During the subsequent four years:

• fees paid to individual Directors were increased by 5% in September 2007. There have been no other increases in payments to individual Directors since then apart from one-off committee fees, as subsequently reported to investors;

• consistent with the protocols between the Company and the Trust, Jim Evans joined the Board in March 2010, becoming the Common Director to the AIX Boards. Mike Hutchinson, who was the Common Director, remains on the Company Board as an independent director following his retirement from the Trust Board. There are therefore now six non executive Directors paid fees under the approved cap, compared to five in October 2006.

The Board has reviewed the fee cap with advice from independent consultants who have recommended that the cap should be raised in order to:

• reflect the level of fees payable by other Australian companies of similar size and scope;

• attract and retain the services of individuals of suitable skill and experience to perform the role of independent Directors, namely overseeing and directing the business of AIX;

• accommodate any market based adjustments for AIX Directors over the next three years; and

• provide the Board with the flexibility to increase the number of future Board members (if appropriate).

Increasing the maximum amount of non-executive Directors’ remuneration payable does not mean that the whole of the new maximum aggregate amount will be used.

Accordingly, the Company Board has resolved:

• to recommend to the AGM in November 2010 that the maximum aggregate amount which may be payable to independent Directors in any one year, including committee or other fees and including superannuation, be increased to $1,200,000;

• that there be no increase in fees payable to individual Directors before January 2011 and that specific advice and recommendations on the appropriate level of such fees under the cap, would be obtained from an independent consultant before any increase.

Securityholders should note that the proposed increase in non-executive Directors’ remuneration does not include salaries paid to Executive Directors in their capacity as executives of the Company. Executive Directors of the Company are remunerated by their employers, who are subsidiaries of Westpac Banking Corporation.

As the non-executive Directors have an interest in the proposed resolution, the Directors make no recommendation as to how securityholders should vote.

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ATTACHMENT A

Worked example

Please note, this example is not necessarily an indication of future performance fees payable under the remuneration structure.

Assumptions for the purposes of this worked example:

(M1) Market Capitalisation at the end of the previous period

• = Previous Period VWAP x Previous Period Stapled Securities Outstanding

• = $1.4546 x 384,517,261 securities

• = $559,313,200.

(M2) Market Capitalisation at the end of the current period

• = Current Period VWAP x Current Period Stapled Securities Outstanding

• = $1.7303 x 620,733,944 securities

• = $1,074,042,795.

• (MC) Average Market Capitalisation = (M1+M2)/2 = $816,677,997

• (A) Current Securities Index Value = 0.6420 as at 30 June 2010

• (B) Prior Securities Index Value = 0.5535 as at 30 June 2009

• (X) Current Benchmark Index Value = 0.7524 as at 30 June 2010

• (Y) Prior Benchmark Index Value = 0.6218 as at 30 June 2009

Calculation

Fund Return for the period:

• = MC x [(A/B) – 1]

= $816,677,997 x [(0.6420/0.5535)-1]

= $130,623,371

Benchmark Return for the period:

• = MC x [(X/Y) – 1]

• = $816,677,997 x [(0.7524/0.6218)-1]

= $171,637,101

Performance Fee for the period (prior to inclusion of previous shortfall):

= 10% x ($130,623,371– $171,637,101)

= ($4,101,373)

Shortfall carried forward from the last period:

= ($7,403,678)

Outperformance / (underperformance):

• = ($11,505,051)

As the Fund Return for the period is less than the Benchmark Return for the period, it is added to the Previous Shortfall. A deficit of $11,505,051 is carried forward in respect of the Period.

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ATTACHMENT B

Resolution 7 Relevant Trust Deed provisions relating to the calculation of the performance fee.

The Trust Deed provisions set out the basis of the payment of the performance fee in Clause 71, as follows:

“ 71 Remuneration

• (a) The Responsible Entity shall be remunerated out of the Trust Fund for its services in acting as Responsible Entity of this Trust on and from the Registration Date as follows:

• (iv) In respect of each Financial Year commencing on or after 1 July 2007, the Responsible Entity shall be paid a performance fee (such performance fee in respect of any financial year to be paid to the Responsible Entity within 3 months from the end of that financial year) calculated and payable as follows:

The performance fee equals 10% of the Fund Return for a Period above the Benchmark Return for the Period (calculated as set out below). If the Fund Return for a Period is less than the Benchmark Return for that Period, the amount of the deficit (“Previous Shortfall” as defined below) is carried forward and taken into account in calculating whether the Fund Return exceeds the Benchmark Return in subsequent Periods.

The Performance Fee for each Period is the greater of:

• (a) $0; and

• (b) 10% x (Fund Return – Benchmark Return – Previous Shortfall), where

Fund Return for a Period equals

M 1 + M 2 _ x (MS1)_ 2 where,

M1 means the VWAP on the first day after the end of the previous Period x the number of Stapled Securities on issue on the last day of the previous Period.

M2 means the VWAP on the first day after the end of the current Period x the number of Stapled Securities on issue on the last day of the current Period.

MS1 means the movement in the Securities Index over the relevant Period expressed as a fraction, where:

• (A) the numerator is the average closing value of this index over the last 20 Business Days of the Period minus the average closing value of this index over the last 20 Business Days of the previous Period; and

• (B) the denominator is the average closing value of this index over the last 20 Business Days of the previous Period.

Benchmark Return for a Period equals:

M 1 + M 2 _ x (MS1)_ 2 where,

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M1 means the VWAP on the first day after the end of the previous Period x the number of Stapled Securities on issue on the last day of the previous Period.

M2 means the VWAP on the first day after the end of the current Period x the number of Stapled Securities on issue on the last day of the current Period.

MS1 means the movement in the Benchmark Index over the relevant Period expressed as a fraction, where:

• (A) the numerator is the average closing value of this index over the last 20 Business Days of the Period minus the average closing value of this index over the last 20 Business Days of the previous Period; and

• (B) the denominator is the average closing value of this index over the last 20 Business Days of the previous Period.

Previous Shortfall means :

• (a) for the first Period (ending 30 June 2008), $0;

• (b) for the second Period, the amount (if any) by which the Fund Return for the first Period was less than the Benchmark Return for the first Period; and

• (c) for each subsequent Period, the amount (if any) by which:

  • (1) the Fund Return for the immediately previous Period; minus

  • (2) the Benchmark Return for that immediately previous Period; minus

  • (3) the Previous Shortfall applicable to that immediately previous Period, produces an amount which is less than $0.

• (v) In this clause 71:

Approved Valuer means a valuer appointed by the Responsible Entity.

Benchmark Index means S&P/ASX 200 Industrials Accumulation Index (or such other equivalent index as may replace that index from time to time, as determined by an Approved Valuer) as reported by Bloomberg (or such other appropriate reporting agency as may be selected from time to time by an Approved Valuer).

Group means the Trust and any entities whose securities are Stapled to Units in the Trust.

Period means:

• (b) in relation to the performance fee, a Financial Year.

Security Holder means the holder of Stapled Securities.

Securities Index is the accumulation index for the Group which calculates the accumulated total return received by Security Holders,including all distributions from 1 July 2007. It will be specifically calculated for the Group by an Approved Valuer. The opening value of the Securities Index will be one. The value of the Securities Index at any particular time subsequently will be:

TP x (1 + A) IP where:

TP means the price at which Stapled Securities were most recently traded on ASX (excluding any special crossings or other trades which the Approved Valuer considers have not occurred in the ordinary course of trading).

A means the number (or fractions of numbers) of Stapled Securities which would notionally have been issued if each distribution in respect of a Stapled Security (and any other Stapled Securities (or fractions of Stapled Securities) issued pursuant to the reinvestment of distributions prior to the distribution in question) was reinvested at the closing price of Stapled Securities on the date of payment of the relevant distribution.

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IP means the price at which Stapled Securities were last traded on ASX on 29 June 2007 (excluding any special crossings or other trades which the Approved Valuer considers have not occurred in the ordinary course of trading). In the case of any bonus issues, security splits or consolidations, or other reconstructions, the value of TP and IP will be adjusted to take into account these changes as the Approved Valuer considers appropriate.

VWAP means the volume weighted average traded price for sales on ASX of Stapled Securities over the 20 Business Days prior to the date of calculation, whether or not a trade was recorded on any particular day.

• (vi) The Performance Fees calculated pursuant to this clause represent the aggregate performance fees payable to the Responsible Entity by the Group in respect of the performance by the Responsible Entity of its duties in relation to the Group members.

• (vii) If a Performance Fee is payable in respect of any Period, then it will be apportioned between the Group members as follows:

• (a) if, on the last day of the Period, there are no Group members other than the Trust, then 100% of any Performance Fee for that Period will be paid out of the assets of the Trust;

• (b) if, on the last day of the Period to which the Performance Fee relates, the Net Asset Value of one (but not more than one) of the Group members is a positive amount, then 100% of the Performance Fee will be paid out of the assets of that Group member;

• (c) if, on the last day of the Period to which the Performance Fee relates, the Net Asset Values of more than one of the Group members is a positive amount, then an amount equal in aggregate to 100% of the Performance Fee will be paid out of the assets of those Group members in the proportions which their Net Asset Values bear to each other; and

• (d) if, on the last day of the Period to which the Performance Fee relates, the Net Asset Value of none of the Group members is a positive amount, then the Group members will pay an amount equal to 100% of the Performance Fee out of their respective assets in the proportions which their Gross Asset Values bear to each other.

• (b) Notwithstanding any other provision of this deed to the contrary:

• (i) The Responsible Entity shall be paid all amounts that have accrued to it or which it is entitled to be paid under this clause at the date of the cessation or termination of the Trust or the removal or retirement of the Responsible Entity from office (as the case may be) and it shall not be obliged to repay any amount that it has been paid under this clause;

• (ii) If a performance fee under this clause 71 in respect of the first Financial Year ending on or after the Registration Date becomes payable to the Responsible Entity, the performance fee shall be apportioned between each person acting as Responsible Entity of this Trust and each person acting as Manager of this Trust during the Financial Year according to the proportion of the Financial Year each such person was so acting and the Responsible Entity shall pay out of the Trust Fund to each such person its proportional share of the performance fee which is payable out of the Trust Fund when it is due for payment to the Responsible Entity under this clause.

• (iii) If a performance fee under this clause 71 in respect of a Financial Year after the first Financial Year ending on or after the Registration Date becomes payable to the Responsible Entity and if during the Financial Year there has been one or more changes of Responsible Entity, the performance fee shall be apportioned between each person acting as Responsible Entity of this Trust during the Financial Year according to the proportion of the Financial Year each such person was so acting and the Responsible Entity shall pay out of the Trust Fund to each such person its proportional share of the performance fee which is payable out of the Trust Fund when it is due for payment to the Responsible Entity under this clause.

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• (iv) In respect of each Financial Year commencing on or after 1 July 2007, subject to the Corporations Act and Listing Rules, and compliance with any prevailing laws or regulations and while stapling exists, the Company may require the Responsible Entity to accept up to 100% of the Performance Fee (including any interest thereon) in the form of Stapled Securities. The Company must notify the Responsible Entity in writing within 20 Business Days after the end of the Period if the Company wishes to pay all or part of the Performance Fee in the form of Stapled Securities in accordance with this clause. Such notice must specify how much of the Performance Fee the Company wishes to pay in Stapled Securities. The number of Stapled Securities to be issued is to be calculated by dividing the amount of the Performance Fee (and any interest) to be paid in Stapled Securities by the VWAP on the day which is two Business Days prior to the date of the issue of those Stapled Securities (that VWAP being the issue price of those Stapled Securities and 85% of that VWAP being the issue price of the relevant Units). “

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ATTACHMENT C

Resolution 7

List of institutional investors (by parent entity) issued AIX Stapled Securities as a result of the Placement in May 2010.

• 2MG Asset Management

• Above The Index Asset Management

• Adam Smith Asset Management

• AMP Capital Investors

• Australian Foundation Investment Company

• BlackRock Investment Management

• BNP Paribas

• Challenger Managed Investments

• Colonial First State

• Cooper Investors

• Dalton Nicol Reid Portfolio Managers

• Dimensional Fund Advisors

• Diversified United Investment Limited

• E. L. & C. Baillieu Stockbroking Ltd

• Evans & Partners

• GMO Australia

• Goldman Sachs Asset Management

• Macquarie Group

• Morgan Stanley

• Palmetto Partners

• Paradice Investment Management

• Perennial Growth Management

• Perpetual Trustees

• Plato Investment Management Limited

• Regal Funds Management

• Societe Generale

• Solaris Investment Management

• Trafalgar Capital Management (UK) LLP

• Trustees Executors

• Vanguard Investments Australia

• WaveStone Capital

• Westpac Banking Corporation

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Your secure access information is: Control Number: 999999 SRN/HIN: I9999999999I99999999999999999999 PIN: 99999

Cast your proxy vote Control Number: 999999 Access the annual report SRN/HIN: I9999999999I99999999999999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your Review and update your securityholding SRN/HIN confidential.

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For your vote to be effective it must be received by 2:30pm Monday 15 November 2010

How to Vote on Items of Business

Signing Instructions for Postal Forms

All your securities will be voted in accordance with your directions.

Individual: Where the holding is in one name, the securityholder must sign.

Appointment of Proxy

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Voting 100% of your holding: Direct your proxy how to vote by marking one of the boxes opposite each item of business. If you do not mark a box your proxy may vote as they choose. If you mark more than one box on an item your vote will be invalid on that item.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

A proxy need not be a securityholder of the Company.

Comments & Questions: If you have any comments or questions for the company, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE, or turn over to complete the form

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916CR_0_Sample_Proxy/000001/000001

MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

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I9999999999

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a I9999999999 broker (reference number commences with ’ X ’) should advise your broker of any changes. I 9999999999 I ND

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Proxy Form

to indicate your directions

Please mark

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Appoint a Proxy to Vote on Your Behalf

XX

I/We being a member/s of Australian Infrastructure Fund Limited hereby appoint

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PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

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the Chairman OR of the Meeting

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Australian Infrastructure Fund Limited will be held together with a concurrent General Meeting of the unitholders of Australian Infrastructure Fund Trust at the Fitzroy Room, Sofitel Melbourne, 25 Collins Street, Melbourne 3000, on Wednesday, 17 November 2010 at 2:30pm and at any adjournment of that meeting.

Important for Item 8: If the Chairman of the Meeting is your proxy and you have not directed him/her how to vote on Item 8 below, please mark the box in this section. If you do not mark this box and you have not directed your proxy how to vote, the Chairman of the Meeting will not cast your votes on Item 8 and your votes will not be counted in computing the required majority if a poll is called on this Item. The Chairman of the Meeting intends to vote undirected proxies in favour of item 8 of business.

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I/We acknowledge that the Chairman of the Meeting may exercise my proxy even if he/she has an interest in the outcome of that Item and that votes cast by him/her, other than as proxy holder, would be disregarded because of that interest.

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PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

Items of Business

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Item 2 To re-elect Mr John Harvey as a Director of the Company (Company only) Item 3 To re-elect Mr Robert Humphris OAM as a Director of the Company (Company only)

Item 4 To elect Mr James Evans as a Director of the Company (Company only) Item 5 To adopt the Remuneration Report for the financial year ended 30 June 2010 (Company only)

Item 6 Hastings Remuneration Structure - Provision for the payment of performance fees in AIX securities - (Company and Trust) Item 7 Previous Issue of Capital (Company and Trust) Item 8 Directors' Remuneration (Company only)

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The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

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Signature of Securityholder(s) This section must be completed.

Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Sole Company Secretary Director Director/Company Secretary Contact Contact Daytime Name Telephone Date / /

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1 1 7 9 8 8 A

A I X

000001 000 AIX MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

I9999999999

I 9999999999 I ND

916CR_0_Sample_Proxy/000001/000002

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Level 16 90 Collins Street MELBOURNE VIC 3000 Australia

000001 000 AIX MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Dear Securityholder,

We have been trying to contact you in connection with matters arising from your securityholding in Australian Infrastructure Fund Limited. Unfortunately, our correspondence has been returned to us marked “Unknown at the current address”. For security reasons we have flagged this against your securityholding which will exclude you from future mailings, other than notice of meeting.

We value you as a securityholder and request that you supply your current address so that we can keep you informed about our Company. Where the correspondence has been returned to us in error we request that you advise us of this so that we may correct our records.

You are requested to include the following;

Security Reference Number (SRN);

ASX trading code;

Name of company in which security is held;

Old address; and > New address.

Please ensure that the notification is signed by all holders and forwarded to our Share Registry at:

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia

Note: If your holding is sponsored within the CHESS environment you need to advise your sponsoring participant (in most cases this would be your broker) of your change of address so that your records with CHESS are also updated.

Yours sincerely

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Jane Frawley Company Secretary

916CR_0_Sample_Proxy/000001/000003/i