FUTURE GENERATION AUSTRALIA LIMITED — AGM Information 2011

Oct 6, 2011

Total pages: 10

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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, San Antonio, Sydney ABN 97 063 935 553

ASX Announcement

Australian Infrastructure Fund (AIX)

7 October 2011

2011 Annual General Meeting and General Meeting

Attached is the 2011 Notice of Annual General Meeting of Australian Infrastructure Fund Limited and General Meeting of Australian Infrastructure Fund Trust (collectively AIX) sent to securityholders.

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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Jefferson Petch 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.

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

All correspondence to:

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

Enquiries

7 October 2011

(within Australia) 1300 662 010 (outside Australia) 61 3 9415 4107 www.investorcentre.com/contact www.hfm.com.au

000001 000 1301011221012102012221332120133322113 SAM

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

Dear Securityholder,

Australian Infrastructure Fund Notice of Meetings

On behalf of the directors of Australian Infrastructure Fund Limited and Hastings Funds Management Limited as responsible entity of the Australian Infrastructure Fund Trust (together, AIX), I am pleased to invite you to Australian Infrastructure Fund Limited’s Annual General Meeting to be held together with a concurrent General Meeting of the unitholders of Australian Infrastructure Fund Trust (collectively, “Meetings”).

The Meetings will be held at the Marble Room, Radisson Blu Plaza Hotel, 27 O’Connell Street, Sydney at 2.30pm (AEDT), Tuesday 8 November 2011.

If you are attending the Meetings, please bring this letter with you to assist with registration.

If you are unable to attend the Meetings, you are encouraged to complete the enclosed proxy form. The proxy form should be returned in the envelope provided or faxed to our registry, Computershare Investor Services on 1800 783 447 (within Australia), +61 3 9473 2555 (outside Australia), so that it is received by 2.30pm (AEDT) on Sunday

6 November 2011. Alternatively, the proxy form can be completed 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.

Refreshments will be provided following the Meetings and the directors will be available to talk with you about AIX.

If you wish to attend the Meetings, please advise Simon Ondaatje at Hastings on +61 3 8650 3600 or email investor_relations@hfm.com.au

Thank you for your ongoing support.

Yours faithfully,

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Jane Frawley Company Secretary

Australian Infrastructure Fund Limited and Hastings Funds Management Limited

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 Marble Room, Radisson Blu Plaza Hotel, 27 O’Connell Street, Sydney 2000, on Tuesday 8 November 2011 at 2.30pm (AEDT) (“Meetings”).

Items of Business

Financial Report – Company and Trust

• 1 To receive and consider the Financial Report and the Reports of the Directors and the Auditor for the financial year ended 30 June 2011.

Election of Directors – Company only

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

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

Remuneration Report – Company only

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

• 4 “That the Remuneration Report for the financial year ended 30 June 2011 be adopted.”

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

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

Jane Frawley Company Secretary

Australian Infrastructure Fund Limited and Hastings Funds Management Limited as Responsible Entity for Australian Infrastructure Fund Trust

7 October 2011

Page 1 of 8

Voting Exclusions Statement

Item 4 (Remuneration Report)

Item 4 is a resolution that is directly or indirectly related to the remuneration of a member of the Key Management Personnel ( KMP ) of the Company. The Corporations Act 2001 (Cth) ( Corporations Act ) restricts KMP and their closely related parties from voting in their own right and/or as proxies in certain circumstances in respect of such resolutions.

Closely related party is defined in the Corporations Act and includes a spouse, dependant and certain other close family members, as well as any companies controlled by KMP.

In accordance with the requirements of the Corporations Act, the Company will disregard any votes cast on Item 4 by or on behalf of:

• a member of KMP as disclosed in the Company’s Remuneration Report; and

• a closely related party of those persons,

as well as any votes cast as a proxy on Item 4 by:

• a member of KMP not disclosed in the Company’s Remuneration Report; and

• a closely related party of those persons

unless the vote is cast by a person as proxy for a person entitled to vote in accordance with a direction on the proxy form.

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 7.00pm (AEDT) on Sunday 6 November 2011.

• 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. Securityholders who are unable to attend the Meetings are encouraged to appoint a proxy to attend and vote on their behalf. 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 2.30pm (AEDT) on Sunday 6 November 2011. 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) or +613 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.

Page 2 of 8

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 Securityholders can direct their proxy how to vote by following the instructions on the proxy form. Securityholders are encouraged to direct their proxy how to vote on each item of business. In particular, in relation to Item 4, if a securityholder appoints the Chairman of the Meetings as their proxy, or if the Chairman of the Meetings is appointed as the securityholder’s proxy by default, and no direction is provided (or a direction to abstain is provided), the Chairman of the Meetings will not be able to cast the securityholder’s votes, and those votes will not be counted in computing the required majority on a poll.

• 6 Any directed proxies that are not voted on a poll at the Meetings by a securityholder’s appointed proxy will automatically default to the Chairman of the Meetings, who is required to vote proxies as directed on a poll.

• 7 Please refer to other notes appearing on the proxy form.

Page 3 of 8

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, securityholders will be given a reasonable opportunity as a whole to raise questions, or make comments, on the reports at the Meetings.

Securityholders will also be given a reasonable opportunity to ask a representative of AIX’s auditor questions about the conduct of the audit, the preparation and the content of the Auditor’s Report, the accounting policies adopted in relation to the preparation of financial statements or the independence of the auditor in relation to the conduct of the audit.

Item 2 – Election of Director – Company only

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

Robert Tsenin BEc, Dip Corp Fin was first appointed a non-executive Director in September 2005. Robert is a non-executive and independent director.

Robert joined Goldman Sachs in 1987 in New York and was Managing Director of its Australasian operations when he retired from Goldman Sachs in 1997. He joined Lend Lease Corporation in 1997 as Finance Director until his retirement in 2003. Between 2003 and 2005 he was Senior Advisor to Lazard plc in London. He has extensive experience in capital markets, corporate finance and mergers and acquisitions. Robert is currently CEO and Managing Director of the Centro Properties Group.

The Directors (other than Mr Tsenin) unanimously recommend that shareholders approve the resolution. The Chairman of the Meetings intends to vote all available proxies in favour of this item of business.

Item 3 – Election of Director – Company only

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

Mike Hutchinson BSc (Hons), CPEng was first appointed a non-executive director in September 2005. Mike is a non-executive and independent director.

Mike is a qualified civil engineer, educated at the University of Newcastle upon Tyne, UK and Harvard Business School. Since 1999 he has practiced as a consultant and as a professional non-executive director. His consultancy clients have included governments, regulated industries and investment banks in Australia, US, Asia, and the Pacific. From 1980 to 1999, Mike was a Senior Executive in the Australian Federal Public Service in the Transport, Communications, and Finance portfolios, serving as Deputy Secretary from 1989 to 1996. He led national telecommunications and broadcasting policy development from 1988 to 1995 and reform of selected State-owned enterprises in 1988 to 1990. From 1996 to 1999 he was Chief Executive of the Federal Government’s Office of Asset Sales directing a major program of privatisations. Prior to his government service he was engaged as an international transport consultant, specialising in the assessment and planning of public sector infrastructure projects in Europe, Asia, Africa and Australia.

The Directors (other than Mr Hutchinson) unanimously recommend that shareholders approve the resolution. The Chairman of the Meetings intends to vote all available proxies in favour of this item of business.

Page 4 of 8

Item 4 – Remuneration Report – Company only

The management of AIX are employed and remunerated by Hastings Management Pty Ltd. The Company has no involvement in determining the remuneration of those employees. Accordingly, the Remuneration Report contained in the Annual Report for the year ended 30 June 2011 sets out the remuneration policy of the Company and reports remuneration arrangements in place for the non-executive directors only. The report is set out on pages 43 to 44 of the Annual Report.

The fees paid to the non-executive directors are set by the Board, which takes into account independent professional advice, benchmarking analysis, the time commitment required and risks associated with discharging the duties of a director and the level of remuneration necessary to attract and retain directors of a suitable calibre.

The remuneration of non-executive directors is not linked to the performance of AIX, so as to ensure that the directors maintain their independence and impartiality.

A reasonable opportunity will be provided for discussion of the Remuneration Report at the Meetings. 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.

A voting exclusion applies to this item of business, as set out in the Notice of Meetings.

The Directors unanimously recommend that shareholders approve the resolution. The Chairman of the Meetings intends to vote all available proxies in favour of this item of business.

Page 5 of 8

Hastings Funds Management Limited

ABN 27 058 693 388 AFSL No. 238309

Australian Infrastructure Fund Limited

ABN 97 063 935 553

Lodge your vote:

�

Online:

www.investorvote.com.au

�

By Mail:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia

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

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 132 288 (outside Australia) +61 3 9415 4054

Proxy Form

�

Vote online or view the annual report, 24 hours a day, 7 days a week:

www.investorvote.com.au

Your secure access information is: Cast your proxy vote Control Number: 999999 Access the annual report SRN/HIN: I9999999999 PIN: 99999 � PLEASE NOTE: For security reasons it is important that you keep your Review and update your securityholding SRN/HIN confidential.

� For your vote to be effective it must be received by 2:30pm (AEDT) Sunday 6 November 2011

How to Vote on Items of Business

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

Appointment of Proxy

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.

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.

A proxy need not be a securityholder of AIX.

Signing Instructions for Postal Forms

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

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

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.

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".

Comments & Questions: If you have any comments or questions for AIX, 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

916CR_0_Sample_Proxy/000001/000002

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

Proxy Form

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

I 9999999999

I ND

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Please mark

to indicate your directions

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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the Chairman of the Meetings

OR

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

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meetings, as my/our proxy to act generally at the Meetings 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 to be held concurrently with the General Meeting of the unitholders of Australian Infrastructure Fund Trust at the Marble Room, Radisson Blu Plaza Hotel, 27 O'Connell Street, Sydney 2000 on Tuesday, 8 November 2011 at 2.30pm (AEDT) and at any adjournment of the meetings.

Important for Item 4 - If the Chairman of the Meetings is your proxy or is appointed as your proxy by default

By marking this box, you are directing the Chairman of the Meetings to vote in accordance with his voting intentions on Item 4 as set out below and in the Notice of Meetings. If you do not mark this box, and you have not directed your proxy how to vote on Item 4, the Chairman of the Meetings will not cast your votes on Item 4 and your votes will not be counted in computing the required majority if a poll is called on this Item. If you appoint the Chairman of the Meetings as your proxy you can direct him how to vote by either marking the boxes on any or all of items in step 3 below (for example if you wish to vote against or abstain from voting) or by marking this box (in which case the Chairman of the Meetings will vote in favour of Item 4).

The Chairman of the Meetings intends to vote all available proxies in favour of Item 4 of business.

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I/We direct the Chairman of the Meetings to vote in accordance with his voting intentions on Item 4 (except where I/we have indicated a different voting intention below) and acknowledge that the Chairman of the Meetings may exercise my proxy even though Item 4 is connected directly or indirectly with the remuneration of a member of key management personnel.

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

Item	2	To re-elect Mr Robert Tsenin as a Director of the Company (Company only)
Item	3	To re-elect Mr Mike Hutchinson as a Director of the Company (Company only)
Item	4	To adopt the Remuneration Report for the financial year ended 30 June 2011 (Company only)

The Chairman of the Meetings intends to vote all available proxies in favour of each item of business.

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

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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 3 2 8 3 7 A

A I X

Hastings Funds Management Limited ABN 27 058 693 388 AFSL No. 238309

Australian Infrastructure Fund Limited

ABN 97 063 935 553

All correspondence to:

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

Enquiries

(within Australia) 1300 662 010 (outside Australia) 61 3 9415 4107 www.investorcentre.com/contact www.hfm.com.au

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 (AIX). 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 AIX. 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

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