FUTURE GENERATION AUSTRALIA LIMITED — AGM Information 2013

Jan 14, 2013

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

Total pages: 21

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Level 27, 35 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)

15 January 2013

Extraordinary General Meeting

In accordance with Listing Rule 3.13.3, attached is the prepared presentation and address to be given by Australian Infrastructure Fund Limited’s Chairman at the Extraordinary General Meetings of Australian Infrastructure Fund Limited and Australian Infrastructure Fund Trust to be held concurrently today from 10:30am, or the conclusion of the AIX 2012 Annual General Meeting, if later, to consider the Proposed Transaction involving the sale of AIX’s assets and return of funds to securityholders.

A live webcast of the Extraordinary General Meeting will be available via the following link: http://www.brrmedia.com/event/107619

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 Website: www.hfm.com.au

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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.

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Australian Infrastructure Fund Extraordinary General Meeting 15 January 2013

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Important information and disclaimer

This presentation has been prepared by Hastings Funds Management Limited ABN 27 058 693 388 (HFML), 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). HFML 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 HFML, 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 HFML, 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 HFML’s 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.

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Agenda

Overview of the Proposed Transaction Recommendations Management of AIX Resolutions to be considered Formal business of the meeting

Resolution 1 – Approval of the Asset Sale Resolution 2 – Amendments to AIFT Constitution Resolution 3 – Amendment to AIFL Constitution Resolution 4 – De-stapling of AIFL Shares and AIFT Units Resolution 5 – Equal capital return by AIFL Resolution 6 – Acquisition of AIFT units by AIFL

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Welcome and meeting opening

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Proposed Transaction

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Overview of the Proposed Transaction

The Proposed Transaction involves two key elements:

• The Asset Sale , being the sale of AIX’s infrastructure assets

• The Cash Return , being the return of substantially all of AIX’s cash reserves to securityholders, including the net proceeds of the Asset Sale

There are six resolutions to be considered for the Proposed Transaction:

• Resolution 1 – to approve the Asset Sale

• Resolution 2 – to amend the AIFT Constitution

• Resolution 3 – to amend the AIFL Constitution

• Resolution 4 – to de-staple the AIFL shares and AIFT units

• Resolution 5 – to provide for an equal capital return by AIFL

• Resolution 6 – to provide for the acquisition of an AIFT unit by AIFL

The resolutions are inter-conditional

• If any resolution is not approved by the requisite majority, no aspect of the Proposed Transaction will proceed

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Overview of the Proposed Transaction (continued)

The Asset Sale

• AIX has entered into a binding conditional implementation agreement for the sale of its infrastructure assets to Future Fund for $2.0 billion (subject to agreed adjustments)

• If the Proposed Transaction is approved by AIX securityholders and all conditions are satisfied or waived, AIX will enter into individual sale and purchase deeds with Future Fund (or its nominee) for each asset

The Cash Return

• Following completion of the last asset sale, AIX will return substantially all of its cash reserves, including the net proceeds of the Asset Sale, to securityholders

• Total return is expected to be in the range of $3.19 to $3.23 per AIX security, plus franking credits of approximately $0.05 per security, to be paid in two stages:

• Main Return, expected in the range of $2.95 to $2.98 per security plus franking credits of $0.03 per security, to be paid in late April 2013; and

• Residual Return, expected in the range of $0.24 to $0.25 per security plus franking credits of $0.02 per security, targeted for payment by 30 June 2013; while this payment may be delayed, it will not be later than 31 December 2013

Expected distribution for six months to 31 December 2012

• In addition to the Cash Return, AIX will pay a distribution for the six months ended 31 December 2012

• Expected to be 5.5 cents per AIX security and unfranked, to be paid on 25 February 2013

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Recommendation

In the absence of a superior proposal, the Independent Directors:

• Consider the Proposed Transaction is in the best interests of AIX securityholders

• Unanimously recommend that AIX securityholders vote in favour of the Proposed Transaction

• Intend to vote all securities that they hold in favour of the Proposed Transaction (subject to any restrictions).

Independent Expert

• The Independent Directors appointed Grant Samuel & Associates, as an independent expert, to opine on the Proposed Transaction

• Grant Samuel & Associates concluded that the Proposed Transaction is fair and reasonable to, and in the best interests of, AIX securityholders in the absence of a superior proposal

No superior proposal has been received

• If the Proposed Transaction is approved today, AIX will enter into binding agreements for the sale of its assets

• Consequently, if AIX were to subsequently receive another proposal, even if superior, this could not be accepted

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Management of AIX

If the Proposed Transaction is approved today:

• The current directors of AIFL will remain until the Main Return is paid; following this payment, James Evans, Robert Humphris and Robert Tsenin intend to retire from the Board

• Paul Espie, Mike Hutchinson and John Harvey intend to remain as directors until the Residual Return is paid

The Residual Return is expected to be paid by 30 June 2013, and requires approval by AIX securityholders at a further general meeting to be held after the individual asset sales have completed:

• Exact timing of Residual Return is contingent on receipt of sale proceeds, but will be no later than 31 December 2013

• Winding-up of AIX will commence following payment of Residual Return

• Hastings has agreed to remain as manager and responsible entity for AIX during the windingup process

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Resolutions to be considered

The resolutions to be considered by AIX securityholders are inter-conditional – if any of the resolutions are not approved by the required majorities, the Proposed Transaction will not be implemented in any part

Approval of the Asset Sale 1

Amendments to AIFT constitution 2

Amendment to AIFL constitution 3

• seeks approval for the sale of AIX’s infrastructure assets

• ordinary resolution, requiring approval of more than 50% of votes cast by those AIX securityholders entitled to vote

• seeks approval for the AIFT constitution to be amended to enable the Cash Return to be implemented

• special resolution, requiring approval of at least 75% of votes cast by those AIFT unitholders entitled to vote

• seeks approval for the AIFL constitution to be amended to remove the requirement to de-staple AIFL shares and AIFT units within 3 months of AIX securityholder approval

• special resolution, requiring approval of at least 75% of votes cast by those AIFL shareholders entitled to vote

De-stapling of AIFL shares and AIFT units 4

Equal capital return by AIFL

Acquisition of AIFT unit by AIFL

• seeks approval to de-staple AIFL shares and AIFT units so that they can be dealt with separately to facilitate payment of the Main Return

• special resolution, requiring approval of at least 75% of votes cast by those AIX securityholders entitled to vote

• seeks approval for AIFL to return an amount of up to $0.07 per AIFL share to AIFL shareholders by the way of capital return, being part of the Main Return

• ordinary resolution, requiring approval of more than 50% of votes cast by those AIFL shareholders entitled to vote

• seeks approval for AIFL to be issued with the special AIFT unit; after the Main Return is paid, all AIFT units will be cancelled, other than the special AIFT unit held by AIFL

• ordinary resolution, requiring approval of more than 50% of votes cast by those AIFT unitholders entitled to vote

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Formal business of the meeting

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Resolutions

The resolutions to be considered by AIX securityholders are inter-conditional – if any of the resolutions are not approved by the required majorities, the Proposed Transaction will not be implemented in any part. Resolutions 1, 5 & 6 must be passed by more than 50% of votes cast

Resolutions 2, 3 & 4 must be passed by at least 75% of votes cast

Amendments to Approval of the Asset Sale 1 2 AIFT constitution

Amendment to AIFL constitution 3

De-stapling of AIFL shares and AIFT units 4

Equal capital return by AIFL

Acquisition of AIFT unit by AIFL 6

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Conclusion of meeting

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EGM SCRIPT – Tuesday 15 January 2013

General Meetings of Australian Infrastructure Fund Limited and Australian Infrastructure Fund Trust (the EGM)

Meeting date – Tuesday 15 January 2013, commencing at 10:30am (AEDT) or the conclusion of the 2012 AIX Annual General Meeting (if later)

1. [SLIDE 1] AIX EGM title page

2. [SLIDE 2] Disclaimer

3. [SLIDE 3] Agenda

4. [SLIDE 4] Welcome and meeting opening

On behalf of the boards of Australian Infrastructure Fund Limited (the Company) and Hastings Funds Management Limited (Hastings) as Responsible Entity of Australian Infrastructure Fund Trust (the Trust) I now welcome you to today's extraordinary general meetings of Australian Infrastructure Fund Limited and the Australian Infrastructure Fund Trust. I seek your consent to conduct these meetings concurrently.

We are joined here today by directors of Australian Infrastructure Fund Limited and Alan Cameron, as the Independent Director representing the Board of Hastings, reflecting the stapled structure of Australian Infrastructure Fund (AIX).

I have been informed by the company secretary that the necessary quorum is present and now formally open the meeting.

5. [SLIDE 5] Proposed Transaction

This meeting has been convened to consider and vote on the Proposed Transaction. The Notice of Meeting and Explanatory Booklet that were sent to you in December provide the details of the Proposed Transaction and the resolutions being put to securityholders today. Unless there are any objections, I will take the Notice as read.

6. [SLIDE 6] Overview of the Proposed Transaction

In summary, the Proposed Transaction involves the sale of AIX’s infrastructure assets, which is referred to as the “Asset Sale” in the Explanatory Booklet, and the return of substantially all of AIX’s cash reserves, including the net proceeds of the Asset Sale, to securityholders. This is referred to as the “Cash Return” in the Explanatory Booklet.

There are six separate but inter-conditional resolutions that securityholders are being asked to vote on today, being:

• Resolution 1 – to approve the Asset Sale

• Resolution 2 – to amend the AIFT Constitution

• Resolution 3 – to amend the AIFL Constitution

• Resolution 4 – to de-staple the AIFL Shares and AIFT Units

• Resolution 5 – to provide for an equal capital return by AIFL

• Resolution 6 – to provide for the acquisition of an AIFT Unit by AIFL

As noted, these resolutions are inter-conditional. Accordingly, if any one resolution is not approved by the requisite majority, then no aspect of the Proposed Transaction will proceed.

The resolutions are detailed in the Notice of Meeting, and, in summary, provide for the sale of AIX’s assets, the return of the majority of AIX’s cash reserves to securityholders and the fixing of Hastings’ final performance fee at $54 million (excluding GST).

7. [SLIDE 7] Overview of the Proposed Transaction (continued)

As noted in the earlier AGM, AIX announced on 26 November 2012 that it had entered into a binding conditional agreement with the Future Fund to sell all of AIX’s assets for a total consideration of $2.0 billion, subject to agreed adjustments.

Should securityholders vote in favour of the Proposed Transaction today, the next step in the process will be for AIX to enter into sale agreements with the Future Fund in relation to each of the assets, following which pre-emptive provisions in the relevant shareholders agreements come into effect. We are unable to predict the outcome of this and AIX may, under certain circumstances be obligated to pay Future Fund up to $20 million if pre-emptive rights are substantially executed by the other shareholders in those assets, as explained in the Explanatory Booklet. Those shareholders will then have paid AIX the price offered by the Future Fund for those interests in those assets.

Following completion of all of the individual asset sales, AIX will return substantially all of AIX’s cash reserves to securityholders, including the proceeds of the Asset Sales, which is expected to be within the range of $3.19 and $3.23 per AIX security plus franking credits of $0.05 per security. This amount will be paid to securityholders in two stages:

• First, the Main Return, estimated to be in the range of $2.95 to $2.98 per AIX security, plus franking credits of $0.03 per security. The Main Return is currently expected to be paid in late April 2013.

• Second, the Residual Return, estimated to be in the range of $0.24 to $0.25 per AIX security, plus franking credits of $0.02 per security. AIX is targeting payment of this amount by late June 2013. While this may be delayed until after 30 June 2013, it will be paid by 31 December 2013 at the latest.

The timing of the Residual Return depends on when AIX receives the proceeds from each asset sale, and the process required to ensure that the Company has sufficient franking credits to fully-frank the dividend component of the Residual Return.

The Main Return and the Residual Return are in addition to the distribution for the halfyear ending 31 December 2012. This is expected to be 5.5 cents per AIX security, to be unfranked and to be paid on 25 February 2013.

8. [SLIDE 8] Recommendation

The independent directors for AIX unanimously consider that the Proposed Transaction is in the best interests of securityholders and recommend that securityholders vote in favour of the resolutions, in the absence of a superior proposal.

All of the independent directors intend to vote all of the AIX securities held or controlled by them in favour of all of the resolutions, in the absence of a superior proposal and subject to any restrictions that were described in the Notice of Meeting.

The independent directors appointed Grant Samuel & Associates to prepare an independent expert’s report to opine as to whether the Proposed Transaction is fair and reasonable to and in the best interests of securityholders.

Grant Samuel & Associates concluded that the Proposed Transaction is fair and reasonable to and in the best interests of securityholders, in the absence of a superior proposal.

No superior proposal has been received at this time. If all resolutions are approved today, AIX will enter into binding agreements for the sale of its assets, meaning that no other proposal, even if superior, can then be accepted.

The value that you are being offered as part of the Cash Return for your securities represents a substantial premium to the trading price of AIX securities on the last trading day before the Proposed Transaction was first announced on 24 August 2012, and indeed over the year up to the Proposed Transaction being announced.

9. [SLIDE 9] Management of AIX

If the Proposed Transaction is approved today, the current directors of the Company propose to remain on the board until the Main Return is paid to securityholders. Following this payment, each of James Evans, Robert Humphris and Robert Tsenin intend to retire as directors of the Company. Paul Espie, Mike Hutchinson and John Harvey intend to remain as directors of the Company until the Residual Return is paid to securityholders, or shortly thereafter. In the event that securityholders do not

approve the Proposed Transaction, the directors of the Company intend to continue as directors until they advise otherwise.

The Residual Return is expected to be paid to securityholders by 30 June 2013 and requires further approval by securityholders at a seperate general meeting, to be held after the individual asset sales have each completed. As noted, while the exact timing of the Residual Return will depend on when the Company receives the sale proceeds, payment will be no later than 31 December 2013, if approved by securityholders.

The winding-up of AIX is expected to commence following payment of the Residual Return. Hastings has agreed to remain as manager and responsible entity for AIX during the winding-up process.

10. [Slide 10] Procedural matters

This is a securityholders meeting and only securityholders, appointed proxies, corporate representatives and attorneys have the right to speak and vote at the EGM.

Behind me is a summary of the six resolutions that we will be considering in a moment. I would first like to advise as to how voting will be conducted.

In accordance with my powers as Chairman under the Corporations Act and the Company’s constitution, I now formally direct that a poll be taken in relation to each resolution to be conducted at this EGM.

After the poll has been closed, the votes will be counted by Computershare and will be scrutinised by PricewaterhouseCoopers.

As set out in the Notice of Meeting, there are six inter-conditional resolutions to be considered, as follows:

Resolution 1 – Approval of the Asset Sale :

“THAT, subject to each of resolutions 2, 3, 4, 5 and 6 being passed, approval is given for the purposes of ASX Listing Rule 11.2 and all other purposes for the Asset Sale on the terms described in the Explanatory Booklet accompanying and forming part of the notice of meetings.”

Resolution 2 – Amendments to AIFT Constitution :

“THAT, subject to each of resolutions 1, 3, 4, 5 and 6 being passed, the amendments to the AIFT Constitution set out in Annexure 3 of the Explanatory Booklet accompanying and forming part of the notice of meetings be approved.”

Resolution 3 – Amendment to AIFL Constitution :

“THAT, subject to each of resolutions 1, 2, 4, 5 and 6 being passed, the AIFL Constitution be amended by deleting the following text from clause 72(i):

“ PROVIDED HOWEVER THAT any period for which the Responsible Entity and directors jointly determine that all or some issued and/or unissued shares and Units need not be stapled together shall commence within 3 months after the later of the dates on which the approval of member and approval of holders of Units is obtained as aforesaid.”

Resolution 4 – De-stapling of AIFL Shares and AIFT Units :

“THAT, subject to each of resolutions 1, 2, 3, 5 and 6 being passed, approval is given for the de-stapling of AIFL Shares and AIFT Units for the purposes of the Stapling Agreement, effective on the date determined by AIFL and Hastings as responsible entity or trustee of AIFT.”

Resolution 5 – Equal capital return by AIFL :

“THAT, subject to each of resolutions 1, 2, 3, 4 and 6 being passed, AIFL be authorised to reduce its share capital by payment to each AIFL Shareholder of up to $0.07 per AIFL Share.”

Resolution 6 – Acquisition of AIFT Unit by AIFL :

“THAT, subject to each of resolutions 1, 2, 3, 4 and 5 being passed, the acquisition by AIFL of a relevant interest in the special AIFT Unit on the terms described in the Explanatory Booklet be approved for the purposes of item 7 of section 611 of the Corporations Act.”

Resolutions 3 and 5 are for the Company only, resolutions 2 and 6 are for the Trust only, and resolutions 1 and 4 are for both the Company and the Trust.

Resolutions 1, 5 and 6 must each be passed by more than 50% of the total votes cast by securityholders entitled to vote on the resolution. Resolutions 2, 3 and 4 must each be passed by at least 75% of the total votes cast by securityholders entitled to vote on the resolution.

As previously noted, the six resolutions to be considered by securityholders today are inter-conditional. As a result, if any of the resolutions are not approved by the requisite majority, no aspect of the Proposed Transaction will proceed.

11. [Slide 11] Formal Business of Meeting

I will shortly invite questions on the resolutions to be put to the EGM. Anyone seeking to speak will need to hold a valid green or yellow admission card. If you do not have the correct admission card, please approach a representative of Computershare and they will assist you.

Please take this opportunity to ask any questions you may have on the resolutions to be put to the EGM. I ask that you please limit questions and comments to no more than two at a time, and to the business before the EGM.

I ask that anyone holding a green or yellow card who wishes to raise a question or make a comment move to the seats adjacent to one of the microphones located in the aisles. Please give your name to a representative of Computershare, who will introduce you to the meeting.

Ladies and gentlemen, the meeting is now open for questions and comments.

(Q&A takes place)

If there are [no questions / no further questions] in relation to the resolutions to be put to the EGM, I will now move to the business of the EGM.

12. [Slide 12] Proxy Votes Received

Details of the proxies received in relation to each of the resolutions are set out on the screen behind me.

I will now briefly explain the voting process for the polls.

Firstly, if there is any person present who believes they are entitled to vote at the EGM but did not receive a green admission and voting card, please approach a representative of Computershare and they will assist you.

On the reverse of your green admission and voting card is your voting paper, which details the resolutions being put to poll. Relevant instructions are also printed on this voting paper.

I will now go through the procedures for filling in the voting papers.

If you are a proxyholder, you will have a summary of proxy votes form attached to your admission and voting card which details the voting instructions for the resolutions, if any, on the proxy form by which you were appointed. By completing the voting paper when instructed to vote in a particular manner, you are deemed to have voted in accordance with those instructions. In respect of any open votes a proxyholder may be entitled to cast, you will need to mark a box beside the resolution to indicate how you wish to cast your open votes.

As a securityholder, you will need to mark a box beside the resolution to indicate how you wish to cast your votes. If you wish to cast all of your votes in favour of the resolution, you will need to mark the “For” box in relation to that resolution. If you wish to cast a portion of your votes in favour of the resolution and a portion against the resolution, you will need to insert the percentage of your holding or the actual number of votes you wish to cast in the appropriate “For” or “Against” boxes. The sum of the votes cast cannot exceed your total available votes or 100%.

It is important to note that for your votes to be counted in the polls, when directed, you must submit your admission and voting card to the representatives of Computershare. If you require any assistance, please approach a representative of Computershare and they will assist you.

If you are listening via webcast, you will be unable to vote at this EGM, unless you have appointed a proxy who is physically present at this meeting.

We will now conduct the polls on resolutions 1, 2, 3, 4, 5 and 6.

Would those persons entitled to vote now complete your green voting paper for the resolutions for which you are entitled to vote.

(Poll takes place)

Please ensure that you print your name where indicated.

Would you please raise your hand if you require more time to complete your voting paper.

Have all votes been cast?

I now ask that all persons entitled to vote at the EGM hold up your voting paper and a representative of Computershare will collect it.

Are there any final voting papers to be collected?

Thank you. I now declare the polls closed.

Ladies and gentleman, the results of the polls for the resolutions considered at today’s EGM will be available later today. They will be released to ASX and also displayed on the AIX website.

13. [Slide 13] Conclusion

Before concluding the meeting, I would like to take this opportunity to thank a number of people involved in this matter, in particular:-

• Financial advisers Credit Suisse;

• Legal advisers Herbert Smith Freehills;

• Tax advisers Greenwood Freehills and Deloitte;

• Strategy advisers Pacific Strategy Partners;

• Your boards and management team;

There being no further business, I thank you for your attendance, and now declare the EGM closed.