FUTURE GENERATION AUSTRALIA LIMITED — AGM Information 2013

Nov 18, 2013

AUSTRALIAN INFRASTRUCTURE FUND LIMITED ABN 97 063 935 553 Level 11, 139 Macquarie Street Sydney NSW 2000 Australia

Notice of Annual General Meeting

Notice is given that the Annual General Meeting of Shareholders of Australian Infrastructure Fund Limited ( AIX or the Company ) will be held on:

Date: 20 December 2013

Time: 11.30 am

Venue: Vintage Room, Level 5, Royal Automobile Club of Australia, 89 Macquarie Street, Sydney

Business

Financial statements and reports

To receive and consider the Company’s annual financial report, including the Directors’ report and audit report for the year ended 30 June 2013.

1. Remuneration report

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

“That the Company adopt the remuneration report for the year ended 30 June 2013 in accordance with Section 250R(2) of the Corporations Act.”

Notes:

• (a) The vote on this resolution is advisory only and does not bind the Directors or the Company.

• (b) AIX’s key management personnel and their closely related parties must not cast a vote on the remuneration report unless they are appointed in writing as a proxy for a member eligible to vote on the resolution and:

  • (i) that proxy specifies how to vote on the resolution; or.

  • (ii) if the voter is the Chairman, the proxy appointment:

    • (A) does not specify how to vote on the resolution; and

    • (B) expressly authorises the Chair to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of AIX’s key management personnel.

• (c) The Chairman will vote all undirected proxies in favour of this resolution. If you wish to vote “against” or “abstain” you should mark the relevant box in the attached proxy form.

2. Re-election of Mr Gabriel Radzyminski as a Director

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

“That Mr Gabriel Radzyminski, appointed to the Board on 8 October 2013 at a general meeting of Shareholders, who retires in accordance with the Company’s constitution and, being eligible for election, be re-elected as a Director.”

Without limitation, Clause 35 of the Company’s constitution and Listing Rule 14.5 are relevant to this resolution.

Other business

To consider any other business that may lawfully be brought forward in accordance with the constitution of the Company or the law.

176407_Runons/000001/000002

2

Other information

An Explanatory Memorandum accompanies and forms part of this notice of Annual General Meeting.

All Shareholders should read the Explanatory Memorandum carefully and in its entirety. Shareholders who are in doubt regarding any part of the business of the Meeting should consult their financial or legal adviser for assistance.

Voting by proxy

Any Shareholder entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of that Shareholder.

The proxy does not need to be a Shareholder of the Company.

A Shareholder who is entitled to cast 2 or more votes may appoint 2 proxies and may specify the proportion or number of votes each proxy is appointed to exercise. If no proportion or number is specified, each proxy may exercise half of the Shareholder’s votes.

Proxies must be:

(a) lodged at the Company’s share registry, Computershare Investor Services Pty Limited, or

• (b) faxed to the fax number specified below,

not later than 11.30 am (Melbourne time) on 18 December 2013.

Address (hand deliveries): Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street Abbotsford VIC 3067 Address (postal deliveries): Computershare Investor Services Pty Limited GPO Box 242, Melbourne VIC 3001 Fax number for lodgement: (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555 Online Voting: www.investorvote.com.au For Intermediary Online subscribers only (custodians) please go to www.intermediaryonline.com

The proxy form has been enclosed. Please read all instructions carefully before completing the proxy form.

Entitlement to vote

In accordance with Section 1074E(2)(g)(i) of the Corporations Act and Regulation 7.11.37 of the Corporations Regulations, the Company has determined that for the purposes of the meeting all shares will be taken to be held by the persons who held them as registered Shareholders at 7.00 pm (Melbourne time) on 18 December 2013. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the meeting.

By order of the Board

==> picture [222 x 75] intentionally omitted <==

Mark Licciardo Company Secretary

AUSTRALIAN INFRASTRUCTURE FUND LIMITED

ABN 97 063 935 553 Level 11, 139 Macquarie Street Sydney NSW 2000 Australia

Explanatory Memorandum

This Explanatory Memorandum sets out further information regarding the proposed resolutions to be considered by Shareholders of Australian Infrastructure Fund Limited ( AIX or the Company ) at the 2013 Annual General Meeting to be held commencing at 11.30 am on 20 December 2013 at the Vintage Room, Level 5, Royal Automobile Club of Australia, 89 Macquarie Street, Sydney.

The Directors recommend that Shareholders read this Explanatory Memorandum before determining whether or not to support the resolutions.

Financial statements and reports

Under Section 317 of the Corporations Act, AIX is required to lay its annual financial report, Directors’ report and remuneration report before its Shareholders at its Annual General Meeting. The annual financial report is submitted for Shareholders’ consideration and discussion at the Annual General Meeting as required. Meeting attendees are invited to direct questions to the Chairman in respect of any aspect of the report they wish to discuss.

Representatives of AIX’s auditor, PricewaterhouseCoopers, will be present for discussion purposes on matters of relevance to the audit.

Resolution 1 - Remuneration report

Resolution 1 provides Shareholders the opportunity to vote on AIX’s remuneration report. The remuneration report is contained in the directors’ report. Under Section 250R (2) of the Corporations Act, AIX must put the adoption of its remuneration report to a vote at its Annual General Meeting.

This vote is advisory only and does not bind the Directors or AIX.

The Board will consider the outcome of the vote and comments made by Shareholders on the remuneration report at this meeting when reviewing AIX’s remuneration policies. If 25% or more of the votes that are cast are voted against the adoption of the remuneration report at two consecutive annual general meetings shareholders will be required to vote at the second of those annual general meetings on a resolution (a “spill resolution”) that another meeting be held within 90 days at which all of AIX’s directors other than the managing director must be offered up for election.

Key management personnel (including Directors) and their closely related parties must not cast a vote on the remuneration report, other than as holders of directed proxies for Shareholders eligible to vote on Resolution 1 or, in the case of the Chairman, as an undirected proxy provided the proxy appointment expressly authorises the Chairman to exercise the proxy even though the resolution is connected, directly or indirectly, with the remuneration of AIX’s key management personnel.

AIX encourages all Shareholders to cast their votes on this resolution. The Chairman will vote all undirected proxies in favour of this resolution. If you wish to vote “against” or “abstain” you should mark the relevant box in the attached proxy form

Resolution 2 - Re-election of Mr Gabriel Radzyminski as a Director

Rule 35 (c) of AIX’s constitution and the Listing Rules requires that the election of Directors must be by resolution of the Company at every annual general meeting. Mr Radzyminski was appointed to the Board on 8 October 2013 at a general meeting of Shareholders. Resolution 2 provides for the re-election of Mr Radzyminski as a Director of AIX in accordance with the Company’s constitution.

The Directors (excluding Mr Radzyminski) unanimously recommend that Shareholders vote in favour of Resolution 2.

176407_Runons/000001/000003/i

2

Glossary

In this Explanatory Memorandum, and the Notice of Meeting:

Board means the board of directors of the Company.

Company means Australian Infrastructure Fund Limited.

Constitution means the constitution of the Company.

Director means a director of the Company.

Explanatory Memorandum means this explanatory memorandum which forms part of the Notice of Meeting.

Listing Rules means the listing rules of the ASX Limited.

Meeting means the Annual General Meeting of the Company the subject of this Notice of Meeting scheduled to occur on 20 December 2013.

Shareholder means a holder of a Share.

Share means an ordinary share in the capital of the Company.

Lodge your vote:

==> picture [19 x 14] intentionally omitted <==

----- Start of picture text ----- ----- End of picture text -----

Online:

www.investorvote.com.au



By Mail:

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

T 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 850 505 (outside Australia) +61 3 9415 4000

Proxy Form

Vote and view the annual report online



Go to www.investorvote.com.au or scan the QR Code with your mobile device. Follow the instructions on the secure website to vote.

Your access information that you will need to vote:

Control Number: 999999 SRN/HIN: I9999999999 PIN: 99999 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

==> picture [105 x 113] intentionally omitted <==

 For your vote to be effective it must be received by 11.30 am (Melbourne time) on Wednesday, 18 December 2013.

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 the Company.

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, "Forms".

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

Samples/000001/000001

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

==> picture [18 x 18] intentionally omitted <==

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

Proxy Form

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 and entitled to attend and vote hereby appoint the Chairman  PLEASE NOTE: Leave this box blank if OR you have selected the Chairman of the of the Meeting Meeting. 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 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, and to the extent permitted by law, as the proxy sees fit) at the Annual General Meeting of Australian Infrastructure Fund Limited to be held at the Vintage Room, Level 5, Royal Automobile Club, 89 Macquarie Street, Sydney on Friday, 20 December 2013 at 11.30am and at any adjournment or postponement of that Meeting.

Chairman authorised to exercise undirected proxies on remuneration related resolutions : Where I/we have appointed the Chairman of the Meeting as my/our proxy (or the Chairman becomes my/our proxy by default), I/we expressly authorise the Chairman to exercise my/our proxy on Resolution 1 (except where I/we have indicated a different voting intention below) even though Resolution 1 is connected directly or indirectly with the remuneration of a member of key management personnel, which includes the Chairman.

Important Note: If the Chairman of the Meeting is (or becomes) your proxy you can direct the Chairman to vote for or against or abstain from voting on Resolution 1 by marking the appropriate box in step 2 below. The Chairman of the Meeting intends to vote all available proxies in favour of each item of business.

Items of Business 

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.

==> picture [88 x 24] intentionally omitted <==

----- Start of picture text ----- For Against Abstain----- End of picture text -----

Resolution 1 Remuneration report

Resolution 2 Re-election of Mr Gabriel Radzyminski as a Director

==> picture [83 x 49] intentionally omitted <==

SIGN

==> picture [504 x 94] intentionally omitted <==

----- Start of picture text ----- Signature of Securityholder(s) This section must be completed.Individual or Securityholder 1 Securityholder 2 Securityholder 3Sole Director and Sole Company Secretary Director Director/Company SecretaryContactContact Daytime / /Name Telephone Date----- End of picture text -----

1 7 6 4 0 7 A

A I X