FUTURE GENERATION AUSTRALIA LIMITED - Capital/Financing Update 2009

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

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

ASX Announcement

Australian Infrastructure Fund (AIX)

Total pages: 43

26 June 2009

Retail Entitlement Offer

Attached is the Retail Information Booklet (including Entitlement and Acceptance Form) which will be sent to eligible securityholders today.

For further enquiries, please contact:

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

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Kim Rowe Company Secretary Australian Infrastructure Fund

Unless otherwise stated, the information contained in this document is for informational purposes only. It does not constitute an offer of securities and should not be relied upon as financial advice. The information has been prepared without taking into account the investment objectives, financial situation or particular needs of any particular person or entity. Before making an investment decision you should consider, with or without the assistance of a financial adviser, whether any investments are appropriate in light of your particular investment needs, objectives and financial circumstances. Neither Hastings, nor any of its related parties including Westpac Banking Corporation ABN 33 007 457 141, guarantees the repayment of capital or performance of any of the entities referred to in this document and past performance is no guarantee of future performance. Hastings, as the Manager or Trustee of various funds, is entitled to receive management and performance fees.

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Australian Infrastructure Fund

RETAIL INFORMATION BOOKLET

1-FOR-2 ACCELERATED NON-RENOUNCEABLE ENTITLEMENT OFFER TO RAISE APPROXIMATELY $211.5 MILLION

RETAIL ENTITLEMENT OFFER CLOSES AT 5.00PM (AEST) ON 10 JULY 2009

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE U.S.

THIS DOCUMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE U.S. AND THE DISTRICT OF COLOMBIA). THIS DOCUMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE U.S. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE U.S. OR TO THE ACCOUNT OR BENEFIT OF U.S. PERSONS. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE U.S.

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Important information

Retail Information Booklet

This Retail Information Booklet is issued by Hastings Funds Management Limited ABN 27 058 693 388 ( Hastings ), holder of Australian Financial Services Licence number 238309, as responsible entity of the Australian Infrastructure Fund Trust ARSN 089 889 761 ( Trust or AIFT ) and as manager of Australian Infrastructure Fund Limited ABN 97 063 935 553 ( Company or AIFL ), together the Australian Infrastructure Fund ( AIX ). Hastings is a subsidiary of Westpac Banking Corporation ABN 33 007 457 141 ( Westpac ).

This Retail Information Booklet and the Entitlement and Acceptance Form are important and require your immediate attention. You should read these documents carefully and in their entirety before deciding whether or not to participate in the Retail Entitlement Offer.

In particular, you should consider the risk factors outlined in the Investor Presentation (included in this Retail Information Booklet as Annexure II), in “Appendix I Key Risks”. You should also consider the tax implications outlined in Section 3 of this Retail Information Booklet. The potential tax effects of the Retail Entitlement Offer will vary between investors. All investors should satisfy themselves of any possible tax consequences by consulting their own professional tax adviser before deciding whether or not to participate in the Retail Entitlement Offer.

Neither this Retail Information Booklet nor the Entitlement and Acceptance Form are a prospectus or product disclosure statement for the purposes of the Corporations Act. Accordingly, these documents do not contain all of the information which a prospective investor may require to make an investment decision. They do not and are not required to contain all of the information which would otherwise be required to be disclosed in a prospectus or product disclosure statement. They are not required to be, and will not be, lodged with ASIC.

This Retail Information Booklet should be read in conjunction with AIX’s other periodic and continuous disclosure announcements to the Australian Securities Exchange ( ASX ) available at www.asx.com.au.

All dollar values are in Australian dollars ($A) and fi nancial data is presented within the fi nancial year end of 30 June unless otherwise stated. AIX does not give any undertaking or representation that information in this Retail Information Booklet will be updated, except to the minimum extent required by law.

Neither AIX nor any other person warrants or guarantees the future performance of AIX or any return on any investment made under this Retail Information Booklet. Neither AIFL, Hastings, Westpac nor any other member of the Westpac Group gives any guarantee or assurance as to the performance of AIX or the repayment of capital. Investments in AIX are not investments, deposits or other liabilities of Hastings, Westpac or other members of the Westpac Group. Members of the Westpac Group may invest in or lend or provide other services to AIX and may be paid fees, and expenses in relation to Hastings’ role as responsible entity or manager.

This Retail Information Booklet contains forward looking statements, including indications of, and guidance on, future earnings and fi nancial position and performance of AIX (including the Distribution Guidance in the Investor Presentation). Forward looking statements include those containing such words as ‘anticipate’, ‘estimates’, ‘should’, ‘will’, ‘expects’, ‘plans’ or similar expressions. These forward-looking statements are not guarantees or predictions of future performance, and involve known and unknown risks, uncertainties and other factors, many of which are beyond AIX’s control, and which may cause actual results to differ materially from those expressed in the statements contained in this Retail Information Booklet. You should not place undue reliance on these forwardlooking statements having regard to the fact that the outcome may not be achieved. These forward-looking statements are based on information available to AIX as of the date of this Retail Information Booklet. Except as required by law or regulation (including the ASX Listing Rules), AIX undertakes no obligation to update these forward-looking statements. To the maximum extent permitted by law, AIX and its offi cers, employees, agents, associates and advisers do not make any representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of such information, or likelihood of fulfi llment of any forward looking statement, and disclaim all responsibility and liability for these forward looking statements (including, without limitation, liability for negligence).

Please see the Investor Presentation (included in this Retail Information Booklet as Annexure II) for other important notices, disclaimers and acknowledgements.

Please see page 37 of this Retail Information Booklet (inside back cover of this Retail Information Booklet) for important Eligible Retail Securityholder declarations in relation to the Retail Entitlement Offer.

The New Securities have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States. The New Securities may be offered and sold solely in “offshore transactions” in reliance on Regulation S under the US Securities Act. No party has offered or sold and no party will offer or sell, directly or indirectly, any New Securities in the United States or to, or for the account or benefi t of, US Persons, except in transactions exempt from the registration requirements of the US Securities Act in reliance on Regulation S thereunder. In addition, an offer or sale of New Shares within the United States by any dealer that is not participating in the Entitlement Offer may violate the US Investment Company Act of 1940 or the registration requirements of the US Securities Act.

Australian Infrastructure Fund

Letter from the Chairman and Responsible Entity’s Chief Executive

Australian Infrastructure Fund — Retail Entitlement Offer

Dear Securityholder,

Australian Infrastructure Fund Limited ( AIFL ) together with Hastings Funds Management Limited ( Hastings ) as Responsible Entity of the Australian Infrastructure Fund Trust, (together AIX ) are pleased to advise Eligible Securityholders of the opportunity to participate in a 1 for 2 entitlement offer of new stapled securities ( New Securities ) in AIX[1] , at an issue price of $1.10 per New Security.

This offer is part of the entitlement offer on 18 June 2009 where AIX announced its intention to raise approximately $211.5 million in new capital and is non-renounceable ( Entitlement Offer ). The Entitlement Offer has been fully underwritten.

The net proceeds from the Entitlement Offer will be used to repay the existing Multi Option Facility and to fund organic growth initiatives in the existing Australian airport portfolio.

The retail component of the Entitlement Offer ( Retail Entitlement Offer ) will raise approximately $105 million. The issue price of $1.10 per New Security under the Retail Entitlement Offer is the same issue price paid by Eligible Institutional Investors under the institutional component of the Entitlement Offer ( Institutional Entitlement Offer ), and represents a discount of 29.9% to the distribution-adjusted closing price of AIX securities on 17 June 2009, and a discount of 22.2% to the distribution-adjusted theoretical ex-rights price.

The Retail Information Booklet and the accompanying Entitlement and Acceptance Form each contain important information about the Retail Entitlement Offer. The Retail Information Booklet also contains an announcement and an investor presentation released to the Australian Securities Exchange ( ASX ) concerning the Entitlement Offer. You should read these documents carefully and in their entirety before deciding whether or not to participate in the Retail Entitlement Offer.

To participate in the Retail Entitlement Offer, you must have applied for New Securities before 5.00pm on 10 July 2009, otherwise your rights under the Retail Entitlement Offer will lapse.

You should seek appropriate professional advice before making your investment decision. If you have any questions about the Retail Entitlement Offer, please contact the AIX Securityholder Information Line on 1300 132 288 (within Australia) or on +61 3 9415 4054 (from outside Australia) before the Final Retail Closing Date.

The Boards of AIFL and Hastings recommend the Retail Entitlement Offer to you and thank you for your continued support.

Yours sincerely

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Paul Espie Chairman Australian Infrastructure Fund Limited

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Steve Boulton Director and Chief Executive Hastings Funds Management Limited

Where fractions arise in the calculation of an Entitlement, the Entitlement will be rounded up or down to the nearest whole number of New Securities.

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Entitlement Offer timetable

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----- Start of picture text -----

Institutional Entitlement Offer 18 June 2009 to 19 June 2009
Record Date for the Entitlement Offer 7.00pm (AEST), 23 June 2009
Retail Entitlement Offer opens 26 June 2009
Last date for Eligible Retail Securityholders to 5.00pm (AEST), 1 July 2009
lodge an Application (with payment by BPay®)
to be allotted New Securities at the same time
as Eligible Institutional Securityholders under
the Institutional Entitlement Offer ( Initial Retail
Acceptance Due Date )
Settlement of applications under the Institutional 3 July 2009
Entitlement Offer and under the Retail
Entitlement Offer for which valid Applications
have been received by Initial Retail Acceptance
Due Date
Allotment of New Securities issued under 6 July 2009
the Institutional Entitlement Offer and under
the Retail Entitlement Offer for which valid
Applications have been received by Initial Retail
Acceptance Due Date ( Initial Allotment )
Expected date for trading of New Securities 6 July 2009
allotted under the Initial Allotment
Despatch of holding statements in relation to 7 July 2009
Initial Allotment
Retail Entitlement Offer closes ( Final Retail 5.00pm (AEST), 10 July 2009
Closing Date )
Final allotment of New Securities under the 17 July 2009
Retail Entitlement Offer not already allotted
under Initial Allotment ( Final Allotment )
Expected date for trading of New Securities 20 July 2009
allotted under the Final Allotment
Despatch of holding statements in relation to 21 July 2009
Final Allotment
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This timetable is indicative only and subject to change without notice. All times are AEST. The commencement of quotation of New Securities is subject to confi rmation from ASX. AIX, in conjunction with the Underwriters, reserves the right to amend this timetable, at any time and without notice.

® registered to BPAY Pty Limited ABN 69 079 137 518

Australian Infrastructure Fund

What should you do?

1. Read this Retail Information Booklet and the Entitlement and Acceptance Form, and seek advice as appropriate

This Retail Information Booklet and the accompanying Entitlement and Acceptance Form contain important information about the Retail Entitlement Offer. You should read them carefully and in their entirety before deciding whether or not to participate in the Retail Entitlement Offer.

If you are in doubt as to the course you should follow, you should seek appropriate professional advice before making an investment decision.

2. Decide what you want to do

If you are an Eligible Retail Securityholder, you may subscribe for all, some or none of your Entitlement or apply for additional New Securities in excess of your Entitlement (see Section 2 for further details).

Eligible Retail Securityholders who do not participate in the Retail Entitlement Offer will have their percentage holding in AIX reduced. Eligible Retail Securityholders who participate in the Retail Entitlement Offer will see their percentage holding in AIX reduce, increase or stay the same depending on the proportion of their Entitlement they subscribe for and the total number of New Securities issued under the Entitlement Offer.

Entitlements cannot be traded or otherwise transferred on the ASX or any other exchange or privately.

3. Apply for New Securities

To participate in the Retail Entitlement Offer, you must have applied for New Securities before 5.00pm on 10 July 2009, otherwise your rights under the Retail Entitlement Offer will lapse.

Eligible Retail Securityholders who choose to apply, with full payment of all Application Monies by BPay®, before the Initial Retail Acceptance Due Date will be issued New Securities at the same time as Eligible Institutional Securityholders participating in the Institutional Entitlement Offer.

See Section 2 and the Entitlement and Acceptance Form for further details.

4. Questions

If you have any questions relating to the Entitlement Offer, you can contact the AIX Securityholder Information Line on 1300 132 288 (within Australia) or on +61 3 9415 4054 (from outside Australia) before the Final Retail Closing Date.

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Chairman’s letter	1
Entitlement Offer timetable	2
What should you do?	3
Section 1 – Overview of the Entitlement Offer	4
Section 2 – How to apply – Eligible Retail Securityholders	6
Section 3 – Taxation	9
Section 4 – Important Information for Securityholders	10
Glossary	13
Annexure I – ASX announcement	15
Annexure II – Investor presentation	21
Eligible Retail Securityholder declarations	37

Section 1 Overview of the Entitlement Offer

1.1 Entitlement Offer

AIX intends to raise approximately $211.5 million under the Entitlement Offer.

Under the Entitlement Offer, AIX is offering Eligible Securityholders the opportunity to subscribe for 1 New Security for every 2 Existing Securities[2] held on the Record Date. The issue price per New Security is $1.10. The Entitlement Offer is non-renounceable, which means that the Entitlements are non-transferable and cannot be sold or traded.

Please refer to the ASX Announcement and the Investor Presentation annexed to this Retail Information Booklet for information on the purpose of the Entitlement Offer, the sources and application of the proceeds of the Entitlement Offer, and for information on AIX’s business, performance and strategy. You should also consider other publicly available information about AIX available at www.asx.com.au and www.hfm.com.au/aif.

1.2 Retail Entitlement Offer

Eligible Retail Securityholders are invited to subscribe for all or part of their Entitlement and are being sent this Retail Information Booklet with a personalised Entitlement and Acceptance Form. In addition, Eligible Retail Securityholders may also subscribe for additional New Securities in excess of their Entitlement.

The Retail Entitlement Offer constitutes an offer only to Eligible Retail Securityholders, being Securityholders on the Record Date who have a registered address in Australia or New Zealand and are eligible under all applicable laws to receive an offer under the Retail Entitlement Offer. The following persons are not entitled to participate in the Retail Entitlement Offer:

any Eligible Institutional Securityholder (other than a nominee to the extent that the nominee also holds on behalf of an Eligible Retail Securityholder); or
any Ineligible Institutional Securityholder.
2 Where fractions arise in the calculation of an Entitlement, the Entitlement will be rounded up or down to the nearest whole number of New Securities.

Australian Infrastructure Fund

Eligible Retail Securityholders have the opportunity to be allotted New Securities at the same time as Eligible Institutional Securityholders under the Institutional Entitlement Offer, on 6 July 2009 if they submit an Application by paying all relevant Application Monies by BPay® by the Initial Retail Acceptance Date. Otherwise, the Retail Entitlement Offer closes on 10 July 2009, with New Securities to be allotted on 17 July 2009.

The Retail Entitlement Offer is fully underwritten, and will raise approximately $105 million. The issue price under the Retail Entitlement Offer is the same as the issue price under the Institutional Entitlement Offer.

1.3 Institutional Entitlement Offer

On 18 June 2009 and 19 June 2009, AIX successfully conducted the Institutional Entitlement Offer to raise approximately $106 million at an issue price of $1.10 per Security. The Institutional Entitlement Offer is fully underwritten and New Securities are expected to be allotted under the Institutional Entitlement Offer on 6 July 2009.

1.4 Ranking of New Securities

New Securities will be issued on a fully paid basis and will rank equally with Existing Securities except that New Securities will not be entitled to receive the June 2009 full year distribution.

1.5 Reconciliation

In any entitlement offer investors may believe that they own more existing securities on the record date than they ultimately do. This may result in a need for reconciliation to ensure all Eligible Securityholders have the opportunity to receive their full Entitlement. If reconciliation is required, it is possible that AIX may need to issue a small quantity of additional New Securities ( Top-Up Securities ) to ensure all Eligible Institutional Securityholders and Eligible Retail Securityholders have the opportunity to receive their full Entitlement. The price at which these Top-Up Securities will be issued will be the same as the issue price.

AIX also reserves the right to reduce the number of New Securities allocated to Eligible Securityholders or persons claiming to be Eligible Securityholders, if their Entitlement claims prove to be overstated, or if they or their nominees fail to provide information requested to substantiate their Entitlement claims, or if they are indeed not Eligible Securityholders.

1.6 Quotation and trading

AIX will apply to ASX for the offi cial quotation of the New Securities in accordance with ASX Listing Rule requirements.

Subject to approval being granted, it is expected that:

normal trading of New Securities allotted under the Initial Allotment will commence on 6 July 2009; and
normal trading of New Securities allotted under the Final Allotment will commence on 20 July 2009.

1.7 Holding Statements

Holding statements are expected to be dispatched to Eligible Retail Securityholders:

on 7 July 2009 in respect of New Securities allotted under the Initial Allotment; and
on 21 July 2009 in respect of New Securities allotted under the Final Allotment.

It is the responsibility of each applicant to confi rm their holding before trading in New Securities. Any applicant who sells New Securities before receiving confi rmation of their holding in the form of their holding statement will do so at their own risk. AIX and the Underwriters disclaim all liability whether in negligence or otherwise (and to the maximum extent permitted by law) to persons who trade New Securities before receiving their holding statements, whether on the basis of confi rmation of the allocation provided by AIX, the Registry or the Underwriters.

1.8 Withdrawal of the Entitlement Offer

AIX reserves the right to withdraw the Entitlement Offer at any time, in which case AIX will refund any Application Monies already received in accordance with the Corporations Act and will do so without interest.

1.9 Allocation policy

All Eligible Retail Securityholders will be allocated New Securities applied for up to their Entitlement. All applications for additional New Securities in excess of Entitlements will be allocated at the discretion of the Underwriters and will be subject to any scale back or cap determined by the Underwriters in consultation with AIX.

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Section 2 How to Apply – Eligible Retail Securityholders

Eligible Retail Securityholders should read this Section in its entirety for instructions on the choices available to you. You should also refer to Section 1 of this Retail Information Booklet for an overview of the Entitlement Offer.

2.1 Eligible Retail Securityholders

An Eligible Retail Securityholder is a person who is registered as the holder of Existing Securities on the Record Date, and who:

has a registered address in Australia or New Zealand;
is eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer; and
is not an Eligible Institutional Securityholder or an Ineligible Institutional Securityholder.

Eligible Retail Securityholders will receive a personalised Entitlement and Acceptance Form setting out their Entitlement, which accompanies this Retail Information Booklet.

The Retail Entitlement Offer is not being made in the United States or to, or for the account or benefi t of, US Persons. In addition, neither the Company nor the Trust are registered as an ‘investment company’ under the Investment Company Act. Accordingly, Eligible Retail Securityholders (including nominees) who hold Shares on behalf of persons in the US or that are US Persons may not take up their Entitlements or subscribe for New Securities on behalf of such persons, and may not send to such persons this Retail Information Booklet and any documents relating to the offer.

Each purchaser of New Securities under the Retail Entitlement Offer will be deemed to have represented, warranted and agreed that:

neither the entitlements nor the New Securities have been, nor will be, registered under the Securities Act or any US state or other securities laws, and may not be offered, sold or otherwise transferred in the US or to, or for the account or benefi t of, a US Person;
it is not in the United States, and is not a US Person or acting for the account or benefi t of a US Person;
it will not send this Retail Information Booklet or any other material relating to the Entitlement Offer to any person in the United States or that is a US Person; and
if in the future it decides to sell or otherwise transfer its New Securities, it will only do so in regular way transactions on ASX where neither it nor any person acting on its behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, a US Person.

2.2 Choices available to Eligible Retail Securityholders

Eligible Retail Securityholders may do any one of the following:

take up all or part of their Entitlement (refer to Section 2.3);
take up all of their Entitlement and apply for additional New Securities in excess of their Entitlement (refer to Section 2.3); or
do nothing (refer to Section 2.5).

The Retail Entitlement Offer is a pro-rata offer to Eligible Retail Securityholders only.

2.3 If you wish to take up all of, or part of or more than your Entitlement

If you wish to take up your Entitlement in full or in part, or if you wish to take up your Entitlement in full and apply for additional New Securities in excess of your Entitlement, there are two different ways you can submit your Application and Application Monies.

Australian Infrastructure Fund

2.3.1 Submit your completed Entitlement and Acceptance Form together with cheque, bank draft or money order for all Application Monies

To apply and pay by cheque, bank draft or money order, you should:

read this Retail Information Booklet and the Entitlement and Acceptance Form in their entirety and seek appropriate professional advice if necessary;
complete the personalised Entitlement and Acceptance Form accompanying this Retail Information Booklet in accordance with the instructions set out on that form, and indicate the number of New Securities you wish to subscribe for; and
return the form to the Registry (address details below) together with a cheque, bank draft or money order which must be:
in respect of the full Application Monies (being $1.10 multiplied by the number of New Securities you wish to subscribe for);
in Australian currency drawn on an Australian branch of a fi nancial institution; and
made payable to ‘AIX Application Account’ and crossed ‘Not Negotiable’.

You should ensure that suffi cient funds are held in relevant account(s) to cover the full Application Monies.

Cash payments will not be accepted. Receipts for payment will not be issued.

If you wish to be allotted New Securities at the same time as Eligible Institutional Securityholders on the Initial Allotment Date being 6 July 2009, your payment must be made using BPay® by no later than the Initial Retail Acceptance Due Date of 5.00pm (AEST) on 1 July 2009. If your Entitlement and Acceptance Form and your Application Monies in cleared funds are received after the Initial Retail Acceptance Due Date, but before the Final Retail Closing Date, New Securities will be allotted to you on the Final Allotment Date being 17 July 2009. Entitlement and Acceptance Forms (and payments for Application Monies) will not be accepted after the Final Retail Closing Date, being 5:00 pm (AEST) on 10 July 2009, and no New Securities will be issued to you in respect of that Application.

You need to ensure that your completed Entitlement and Acceptance Form and cheque, bank draft or money order in respect of the full Application Monies reaches the Registry at the following postal address:

Australian Infrastructure Fund c/- Computershare Investor Services Pty Limited GPO Box 505 Melbourne Vic 3001

Entitlement and Acceptance Forms (and payments for any Application Monies) will not be accepted at AIX’s registered or corporate offi ces.

For the convenience of Eligible Retail Securityholders, an Australian reply paid envelope addressed to the Registry has been enclosed with this Retail Information Booklet.

Note that if you have more than one holding of Securities, you will be sent more than one personalised Entitlement and Acceptance Form and you will have separate Entitlements for each separate holding. A separate Entitlement and Acceptance Form and payment of Application Monies must be completed for each separate Entitlement you hold.

2.3.2 Payment via BPay®

To apply and pay via BPay ® , you should:

read this Retail Information Booklet and the Entitlement and Acceptance Form in their entirety and seek appropriate professional advice if necessary;
make your payment in respect of the full Application Monies via BPay® for the number of New Securities you wish to subscribe for (being the issue price of $1.10 per New Security multiplied by the number of New Securities you are applying for). You can only make a payment via BPay® if you are the holder of an account with an Australian fi nancial institution.

If you choose to pay via BPay® you are not required to submit the Entitlement and Acceptance Form but are taken to make the statements on that form and representations outlined below in Section 2.4 “Implications of making an Application”, including the Eligible Retail Securityholder declarations set out at page 37 (inside back cover of this Retail Information Booklet).

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If you wish to be allotted New Securities at the same time as Eligible Institutional Securityholders on the Initial Allotment Date being 6 July 2009, you must make payment of the Application Monies via BPay® no later than the Initial Retail Acceptance Due Date of 5:00 pm (AEST) on 1 July 2009. If you make payment of the Application Monies after the Initial Retail Acceptance Due Date, but before the Final Retail Closing Date, New Securities will be allotted to you on the Final Allotment Date being 17 July 2009. Your payment of the Application Monies will not be accepted after the Final Retail Closing Date, being 5:00 pm (AEST) on 10 July 2009, and no New Securities will be issued to you in respect of that Application.

If you have multiple holdings you will have multiple BPay® reference numbers. To ensure you receive your Entitlement in respect of that holding, you must use the reference number shown on each personalised Entitlement and Acceptance Form when paying for any New Securities that you wish to apply for in respect of that holding.

If the amount of Application Monies is insuffi cient to pay in full for the number of New Securities you applied for, or is more than the number of New Securities you applied for, you will be taken to have applied for such whole number of New Securities which is covered in full by your Application Monies, up to your full Entitlement. Alternatively, your Application will be rejected.

If you apply for additional New Securities in excess of your Entitlement and you are not allocated all or some of the additional New Securities applied for, the relevant Application Monies will be refunded to you after the Final Allotment Date in accordance with the Corporations Act, without interest.

2.4 Implications of making an Application

Returning a completed Entitlement and Acceptance Form or paying any Application Monies for New Securities via BPay® will be taken to constitute a representation by the Eligible Retail Securityholder that they:

1 have received a copy of this Retail Information Booklet accompanying the Entitlement and Acceptance Form, and read them in their entirety;
2 make the Eligible Retail Securityholder declarations set out below at page 37 (inside back cover of this Retail Information Booklet);
3 acknowledge that once the Entitlement and Acceptance Form is returned, or a BPay® payment instruction is given in relation to any Application Monies, the Application may not be varied or withdrawn except as required by law.

2.5 If you do nothing

If you are an Eligible Retail Securityholder and you do nothing, then New Securities representing your Entitlement will be offered to Eligible Retail Securityholders who subscribe for additional New Securities in excess of their Entitlement. If there is not suffi cient demand for New Securities from Eligible Retail Securityholders who applied for additional New Securities in excess of their Entitlement, the Underwriters will subscribe or procure subscription for those Securities.

You should also note that, if you do not take up all or part of your Entitlement, then your percentage securityholding in AIX will be diluted due to your non-participation in the Retail Entitlement Offer.

2.6 Enquiries

This Retail Information Booklet and the accompanying Entitlement and Acceptance Form are important and require your immediate attention. You should read them in their entirety. If you are in doubt as to the course you should follow you should consult your stockbroker, accountant or other professional adviser. If you:

have questions in relation to the Existing Securities upon which your Entitlement has been calculated;
have questions on how to complete the Entitlement and Acceptance Form or take up your Entitlement; or
you have lost your Entitlement and Acceptance Form and would like a replacement form, please call the AIX Securityholder Information Line on 1300 132 288 (within Australia) or on +61 3 9415 4054 (from outside Australia) at any time from 8.30am to 5.00pm (AEST) Monday to Friday during the Entitlement Offer Period.

Australian Infrastructure Fund

Section 3 Taxation

Set out below are the general Australian income tax implications in respect of the Entitlement Offer for Australian resident individual Securityholders that hold their Securities on capital account. It does not apply to Securityholders that hold their Securities on revenue account or as trading stock, nor does it apply to non-resident Securityholders.

This summary has been prepared for general circulation and does not take into account the objectives, tax position, fi nancial situation or needs of any investor. Accordingly, any investor should, before acting on this material, seek independent professional tax advice.

This summary is based on the income tax legislation and established interpretations as at the date of this Retail Information Booklet.

3.1 Taxation of Entitlement Offer

3.1.1 Issue of Entitlements

The issue of Entitlements should not give rise to any income tax implications for Securityholders.

3.1.2 Exercise of Entitlements

The exercise by Eligible Securityholders of their Entitlements to acquire New Securities under the Entitlement Offer will not result in any capital gain or capital loss being recognised for CGT purposes. Further, Securityholders should not derive assessable income from the exercise of the Entitlement.

Each New Security is comprised of two separate CGT assets (being a share in Australian Infrastructure Fund Limited and a unit in the Australian Infrastructure Fund Trust).

Securityholders will be taken to have acquired the New Securities on the date of exercising the Entitlement and for the amount paid on exercising those rights plus any incidental costs. The cost base of the New Securities will need to be allocated between the share in Australian Infrastructure Fund Limited and the unit in the Australian Infrastructure Fund Trust. This will be of particular importance to Securityholders when calculating the CGT liability on any subsequent disposal of the New Securities or receipt of any non-assessable distribution from Australian Infrastructure Fund Trust or Australian Infrastructure Fund Limited.

Securityholders will need to allocate the cost base of the individual securities comprising each New Security on a reasonable basis. One possible method of apportionment is on the basis of the relative net assets of the stapled entities. That information can be obtained from the fi nancial statements of AIX.

3.1.3 Expiration or Lapse of Entitlements

If a Securityholder does not exercise their Entitlements to acquire New Securities under the Entitlement Offer, and instead allows those rights to lapse or expire, that Securityholder will not receive any consideration as a result of the expiration or lapse of their Entitlements, and on this basis, there should not be any CGT implications for the Securityholder.[.]

3.1.4 Holding and Disposing of New Securities

The New Securities acquired under the Entitlement Offer, will be treated in the same way as Existing Securities when determining the tax consequences arising from holding or disposing of those securities, other than the acquisition date for CGT purposes, which will be the date of exercising the Entitlement.

3.2 GST

The issue of Entitlements and New Securities is not subject to GST.

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Section 4 Important Information for Securityholders

4.1 No prospectus or product disclosure statement

The Entitlement Offer complies with the requirements of sections 708AA and 1012DAA of the Corporations Act as notionally modifi ed by ASIC Class Order 08/35. Accordingly neither this Retail Information Booklet nor the Entitlement and Acceptance Form are required to be lodged or registered with ASIC and no prospectus or product disclosure statement for the Entitlement Offer will be prepared.

4.2 Availability of Retail Information Booklet

Securityholders with registered addresses in Australia or New Zealand can obtain a copy of this Retail Information Booklet during the Entitlement Offer Period on AIX’s website at www.hfm.com.au/aix or by calling the AIX Securityholder Information Line on 1300 132 288 (within Australia) or on +61 3 9415 4054 (from outside Australia) at any time from 8.30am to 5.00pm (AEST) Monday to Friday during the Entitlement Offer Period.

Eligible Retail Securityholders with registered addresses in Australia or New Zealand will be sent a copy of this Retail Information Booklet and their Entitlement and Acceptance Form. You should ensure that you read the Retail Information Booklet and the Entitlement and Acceptance Form in their entirety, and if accessing them electronically that you download the Retail Information Booklet in its entirety (including the annexures to this Retail Information Booklet).

The electronic version of this Retail Information Booklet on AIX’s website will not include a personalised Entitlement and Acceptance Form. You will only be entitled to accept the Entitlement Offer by completing your personalised Entitlement and Acceptance Form which accompanies this Retail Information Booklet, or by making a payment of Application Monies via BPay® (refer to Section 2.3.2 for further information). Please carefully read the instructions on the accompanying Entitlement and Acceptance Form.

Securityholders in other jurisdictions are not entitled to access the electronic version of the Retail Information Booklet on AIX’s website.

4.3 Continuous disclosure

Each AIX Entity is a “disclosing entity” under the Corporations Act and is subject to regular reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules, including the preparation of annual reports and half yearly reports.

Each AIX Entity is required to notify the ASX of information about specifi c events and matters as they arise for the purposes of the ASX making that information available to the stock markets conducted by the ASX. In particular, each AIX Entity has an obligation under the ASX Listing Rules (subject to certain exceptions) to notify the ASX immediately of any information of which it is or becomes aware which a reasonable person would expect to have a material effect on the price value of its securities. That information is available to the public from the ASX.

Some documents are required to be lodged with ASIC in relation to each AIX Entity. These documents may be obtained from, or inspected at, an ASIC offi ce.

4.4 Not investment advice

The information provided in this Retail Information Booklet and the accompanying Entitlement and Acceptance Form, is not fi nancial product advice and has been prepared without taking into account your investment objectives, fi nancial circumstances or particular needs. The information contained in this Retail Information Booklet and the accompanying Entitlement and Acceptance Form should not be considered to be comprehensive or to comprise all the information which a Securityholder may require in order to determine whether or not to subscribe for New Securities. If you have any questions you should consult your professional adviser before deciding whether or not to invest.

4.5 Risks

The Investor Presentation details important factors and risks that could affect the fi nancial and operating performance of AIX. Please refer to “Appendix I Key Risks” of the Investor Presentation for details. You should consider these risk factors carefully in light of your personal circumstances, including fi nancial and taxation issues, before making an investment decision in connection with the Retail Entitlement Offer.

Australian Infrastructure Fund

4.6 No authorisation

No person is authorised to give any information or make any representation in connection with the Retail Entitlement Offer, which is not contained in this Retail Information Booklet. Any information or representation not contained in this Retail Information Booklet may not be relied on as having been authorised by AIX in connection with the Retail Entitlement Offer.

4.7 No cooling-off rights

Cooling-off rights do not apply to a subscription for New Securities under the Entitlement Offer. This means that you cannot withdraw your Application once it has been accepted except as required by law. Once the New Securities are issued and quotation is granted by ASX you may sell New Securities on market.

4.8 Foreign jurisdictions - restrictions and limitations

No action has been taken to register the New Securities or otherwise permit an offering of New Securities in any jurisdiction outside Australia and New Zealand. This Retail Information Booklet and the Entitlement and Acceptance Form do not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer.

The distribution of this Retail Information Booklet and/or the Entitlement and Acceptance Form outside Australia and New Zealand may be restricted by law. If you come into possession of this Retail Information Booklet and/or the Entitlement and Acceptance Form you should observe any such restrictions and should seek your own advice on those restrictions. Any failure to comply with such restrictions may contravene applicable securities laws.

4.9 Underwriting arrangements and fees

The Entitlement Offer is fully underwritten by the Underwriters. The Underwriting Agreement is subject to customary termination events, such as:

the S&P ASX 200 closes prior to the date of settlement of the institutional component of the offer (expected to be 3 July 2009) 10% or more below its level on 17 June 2009;
certain regulatory acts are taken or approvals refused;
there is a material adverse change in the fi nancial position, results, operations or prospects of AIX; and
certain other events relating to the Entitlement Offer or AIX.

If terminated, the Entitlement Offer may not proceed in its entirety .

AIX and the Underwriters reserve the right, at any time, to appoint sub-underwriters in respect of any part of the Entitlement Offer.

The Underwriters are entitled to be paid fees and expenses under the Underwriting Agreement, and receive certain indemnities. The Underwriters may appoint sub-underwriters, who may each be paid a fee determined by negotiation with the relevant subunderwriter. Any sub-underwriter’s fees in respect of the Entitlement Offer would be paid by the Underwriters out of the fees payable to the Underwriters.

No additional fees are payable to or by the Australian Infrastructure Fund Limited and Australian Infrastructure Fund Trust in relation to the Entitlement Offer.

4.10 Indemnities

Subject to certain exceptions, AIX has agreed to indemnify the Underwriters, their affi liates, related bodies corporate, directors, offi cers, employees, partners, agents and advisers (each an Indemnifi ed Party ) from and against all losses incurred by, or claims made against, an Indemnifi ed Party in connection with the offer and appointment of the Underwriters under the Underwriting Agreement.

4.11 ASX waivers

In order to conduct the Entitlement Offer, AIX has sought certain waivers from the ASX Listing Rules. ASX has granted AIX waivers from ASX Listing Rules 3.20, 7.1, 7.40 and 10.11 subject to a number of conditions including that:

all Securityholders are offered their pro-rata share of the Entitlement Offer unless ASX Listing Rule 7.7.1 would permit the Securityholder to be excluded from the Entitlement Offer;

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New Securities are offered under the Institutional Entitlement Offer and Retail Entitlement Offer at the same price and same ratio; and
related parties do not participate beyond their pro-rata share other than under bona fi de underwriting arrangements that are disclosed in this Retail Information Booklet. There is no such underwriting arrangement.

The waivers also allow AIX to ignore, for the purposes of determining those entitled to receive Entitlements transactions occurring after the announcement of the trading halt in Securities (other than registrations of ITS (Integrated Trading System) transactions which were effected before the announcement) ( post ex-date transactions ). Transactions ignored under this provision are to be ignored in determining holders and registered holders, and holdings and registered holdings, of Existing Securities as at the Record Date, and references to such holders, registered holders, holdings and registered holdings are to be read accordingly. Therefore, if you have acquired Securities in a post ex-date transaction you will not be entitled to receive an Entitlement in respect of those Securities.

4.12 ASIC relief

ASIC has granted a modifi cation of section 1019A of the Corporations Act, to exempt the Entitlement Offer from the cooling-off requirements imposed by that subsection.

4.13 Consents

None of the parties referred to in the Directory of this Retail Information Booklet (other than AIX), has made or authorised the making of any statement that is included in this Retail Information Booklet or any statement on which a statement in this Retail Information Booklet is based.

To the maximum extent permitted by law each of these parties expressly disclaims and takes no responsibility for any statements in or omissions from this Retail Information Booklet other than references to its name or a statement or report included in this Retail Information Booklet with the consent of that party as specifi ed above.

4.14 Privacy

As a Securityholder, AIX and the Registry have already collected certain personal information from you. If you apply for New Securities, AIX and the Registry may update that personal information or collect additional personal information. Such information may be used to assess your acceptance of New Securities, service your needs as a Securityholder, provide facilities and services that you request and carry out appropriate administration.

To do that, AIX and the Registry may disclose your personal information for purposes related to your securityholding to their agents, contractors or third party service providers to whom they outsource services, including to Australian Infrastructure Fund Limited and Australian Infrastructure Fund Trust in order to assess your application for New Securities, the Registry for ongoing administration of the register, printers and mailing houses for the purposes of preparation and distribution of Securityholder information and for handling of mail, or as otherwise authorised under the Privacy Act 1988 (Cth).

If you do not provide us with your personal information we may not be able to process your application. In most cases you can gain access to your personal information held by (or on behalf of) AIX or the Registry. We aim to ensure that the personal information we retain about you is accurate, complete and up to date. To assist us with this, please contact us if any of the details you have provided change. If you have concerns about the completeness or accuracy of the information we have about you, we will take steps to correct it. You can request access to your personal information by telephoning or writing to AIX through the Registry as follows:

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Vic 3001

or by telephone: 1300 132 288 (within Australia) or : +61 3 9415 4054 (outside Australia), or by email: [email protected]

4.15 Governing law

This Retail Information Booklet, the Entitlement Offer and the contracts formed on acceptance of the Entitlement and Acceptance Forms are governed by the law applicable in Victoria, Australia. Each Securityholder who applies for New Securities submits to the jurisdiction of the courts of Victoria, Australia.

Australian Infrastructure Fund

Glossary

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Term Defi nition
$ or A$ or dollars Australian dollars
ACN Australian Company Number
AEST Australian Eastern Standard Time
AIFL Australian Infrastructure Fund Limited ABN 97 063 935 553
AIFT Australian Infrastructure Fund ARSN 089 889 761
AIX AIFL and AIFT
AIX Entity AIFL or AIFT
Application An application to subscribe for New Securities under the Retail Entitlement Offer
Application Monies Monies received from applicants in respect of their Applications
ARSN Australian Registered Scheme Number
ASIC Australian Securities and Investments Commission
ASX ASX Limited (ABN 98 008 624 691) or the fi nancial market operated by that entity known
as the Australian Securities Exchange
ASX Announcement The announcement released to ASX on 18 June 2009 in connection with the Entitlement
Offer and annexed to this Retail Information Booklet as Annexure I
ASX Listing Rules The offi cial listing rules of ASX, as amended or replaced from time to time and as waived
in respect of AIX by ASX
CGT Capital gains tax
Corporations Act Corporations Act 2001 (Cth)
Distribution Guidance The distribution guidance set out in the “Distribution Guidance” section of the Investor
Presentation
Eligible Institutional An Institutional Securityholder:
Securityholder • to whom ASX Listing Rule 7.7.1(a) does not apply; and
• who has successfully received an offer under the Institutional Entitlement Offer (as the
Underwriters determine)
Eligible Retail Securityholder A Securityholder on the Record Date who:
• has a registered address in Australia or New Zealand;
• is not an Eligible Institutional Securityholder or an Ineligible Institutional
Securityholder; and
• is eligible under all applicable securities laws to receive an offer under the Retail
Entitlement Offer
Eligible Securityholder A person who is an Eligible Institutional Securityholder or an Eligible Retail Securityholder
Entitlement The entitlement to 1 New Security for every 2 Existing Securities held on the Record Date
by Eligible Securityholders
Entitlement and Acceptance The Entitlement and Acceptance Form accompanying this Retail Information Booklet upon
Form which an Application can be made
Entitlement Offer The offer of approximately 192.3 million New Securities to Eligible Securityholders in the
proportion of 1 New Security for every 2 Existing Securities held on the Record Date. The
Entitlement Offer comprises two components – the Institutional Entitlement Offer and the
Retail Entitlement Offer
Entitlement Offer Period The period commencing on the opening date of the Retail Entitlement Offer, as specifi ed
in the “Key Dates” section of this Retail Information Booklet, and ending on the Final
Retail Closing Date
Existing Security A Security on issue on or before the Record Date
Final Allotment The allotment of New Securities under the Retail Entitlement Offer not already allotted
under Initial Allotment
Final Allotment Date The date of the Final Allotment, being 17 July 2009
Final Retail Closing Date The last date for Eligible Retail Securityholders to lodge an Application, being 10 July 2009
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Term Defi nition
GST Australian Goods and Services Tax (currently 10%)
Hastings Hastings Funds Management Limited ABN 27 058 693 388
Ineligible Institutional An Institutional Securityholder:
Securityholder • who has a registered address outside the Eligible Jurisdictions and any other
jurisdictions as AIX and the Underwriters agree;
• to whom ASX Listing Rules 7.7.1(a) applies; and
• who in the absence of ASX Listing Rule 7.7.1(a) would have been an Eligible
Institutional Securityholder
Initial Allotment The allotment of New Securities issued under the Institutional Entitlement Offer or under
the Retail Entitlement Offer for which valid Applications have been received by the Initial
Retail Acceptance Due Date
Initial Allotment Date The date of the Initial Allotment, being 6 July 2009
Initial Retail Acceptance Due The last date for Eligible Retail Securityholders to lodge an Application to be allotted New
Date Securities at the same time as allotment to Eligible Institutional Securityholders under the
Institutional Entitlement Offer, being 1 July 2009
Institutional Entitlement Offer The offer of New Securities to Eligible Institutional Securityholders under the Entitlement
Offer as described in Section 1.3
Institutional Investor A person:
• in Australia, to whom an offer of shares in a company may be made in Australia
without a disclosure document (as defi ned in the Corporations Act) on the basis
that such a person is a sophisticated or professional investor (as defi ned in the
Corporations Act);
• in Australia, to whom an offer of interests in a managed investment scheme may be
made in Australia without a disclosure document (as defi ned in the Corporations Act)
on the basis that such a person is a wholesale client (as defi ned in section 761G of the
Corporations Act); or
• in selected jurisdictions outside Australia, to whom an offer of New Securities may be
made without registration, lodgement of a formal disclosure document or other formal
fi ling in accordance with the laws of that foreign jurisdiction (except to the extent to
which AIX is willing to comply with such requirements)
Institutional Securityholder A Securityholder on the Record Date who is an Institutional Investor
Investor Presentation The investor presentation in connection with the Entitlement Offer dated 18 June 2009 and
annexed to this Retail Information Booklet as Annexure II
New Securities The Securities offered under the Entitlement Offer
Record Date The time and date for determining which Securityholders are entitled to an Entitlement
under the Entitlement Offer, being 7.00pm (AEST) on 23 June 2009
Registry Computershare Investor Services Pty Limited (ABN 48 078 279 277)
Retail Entitlement Offer The offer of New Securities to Eligible Retail Securityholders under the Entitlement Offer
as described in section 1.2.
Retail Information Booklet This booklet dated 26 June 2009, including the Investor Presentation and the ASX
Announcement
Securities Act The US Securities Act of 1933, as amended
Security One ordinary share in the Australian Infrastructure Fund Limited and one ordinary unit in the
Australian Infrastructure Fund, stapled together such that they may only be transferred together
Securityholder The registered holder of an Existing Security
Underwriters Deutsche Bank AG, Sydney branch and Credit Suisse (Australia) Limited
Underwriting Agreement The Underwriting Agreement dated 18 June 2009 between AIX and the Underwriters, as
described in section 4.10
US or United States United States of America, its territories and possessions, any state of the United States
and the District of Columbia
US Persons The meaning given in Rule 902(k) of Regulation S under the Securities Act
US Securities Act The US Securities Act of 1933, as amended
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Australian Infrastructure Fund

Annexure I – ASX announcement: AIX announces an Entitlement Offer

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NOT�FOR�DISTRIBUTION�OR�RELEASE�IN�THE�UNITED�STATES�OR�TO�U.S.�PERSONS�
Hastings Funds Management Limited Level 15, 90 Collins Street
ABN 27 058 693 388 Melbourne VIC 3000 Australia
AFSL No. 238309 T +61 3 9654 4477
F +61 3 9650 6555
Australian Infrastructure Fund Limited www.hfm.com.au
ABN 97 063 935 553
Release
Australian Infrastructure Fund (AIX) Total pages: 6
18 June 2009
Capital Initiatives
The Board of Australian Infrastructure Fund Limited together with Hastings Funds Management Limited as
Manager and Responsible Entity of the Australian Infrastructure Fund Trust (together “AIX”) today
announced a series of capital initiatives, comprising an underwritten accelerated non-renounceable pro-rata
entitlement offer (the “Offer”) and the establishment of a new debt facility (“New Standby Debt Facility”). The
capital initiatives will reduce overall gearing and significantly enhance AIX’s financial flexibility, with the
repayment of all currently drawn corporate level debt.
The net proceeds from the Offer will be used to fully repay and cancel the Multi Option Facility (“MOF”) which
is drawn to $159.5 million as at the date of this announcement and fund organic growth initiatives in the
existing Australian airport portfolio.
The capital initiatives consist of:
� A 1 for 2 fully underwritten accelerated non-renounceable pro-rata entitlement offer to raise $211 million
at an offer price of $1.10 per security (the “Offer Price”). The underwriters are Credit Suisse (Australia)
Limited and Deutsche Bank AG, Sydney branch
� Repayment and cancellation of the existing MOF
� A credit approved $30 million New Standby Debt Facility with a 2-year term (undrawn)
� Alignment of distribution policy with cash flows received from portfolio assets
The impact of these capital initiatives is expected to reduce AIX’s fund weighted average pro-forma gearing
to 34.4% from 43.7%, based on net debt and enterprise value as at 31 December 2008.
Mr Jeff Pollock, Chief Executive Officer of AIX, said, “the capital initiatives announced today are a complete
fund level capital solution and will provide a platform for further growth.”
Estimated Distribution and Distribution Guidance
AIX today announced an estimated distribution of 5.0 cents per security for the 6-months ending 30 June
2009, bringing the total distribution for FY09 to 13.0 cents per security. AIX’s distribution policy is to pay
distributions which are broadly aligned to cash flows received from portfolio assets and to ensure a prudent
capital structure for the future, AIX provides distribution guidance for FY10 of 10.0 cents per security.
As a result of the current capital initiatives, AIX’s distribution reinvestment plan has been suspended until
further notice.
Equity Raising
The equity raising comprises a 1 for 2 accelerated non-renounceable pro-rata entitlement offer at an Offer
Price of $1.10 per security. The offer has been fully underwritten to raise approximately $211 million.
Under the Offer, eligible securityholders are invited to subscribe for 1 new AIX security for each 2 existing
securities held at the Record Date, at an Offer Price of $1.10 per security. The Record Date for the Offer will
be 7.00pm on Tuesday 23 June 2009 (AEST). The Institutional Entitlement Offer will be conducted on
Thursday 18 June and Friday 19 June 2009. AIX will remain in a trading halt until completion of the
Institutional Entitlement Offer.
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NOT�FOR�DISTRIBUTION�OR�RELEASE�IN�THE�UNITED�STATES�OR�TO�U.S.�PERSONS�

The Retail Entitlement Offer will open on Friday 26 June 2009 and close at 5.00pm on Friday 10 July 2009 (AEST). The Entitlements are non-renounceable and will not be tradeable on the ASX or be otherwise transferable. Securityholders who do not take up their full Entitlement will not receive any value in respect of Entitlements they do not take up. Securityholders who are not eligible to receive Entitlements will not receive any value in respect of Entitlements they would have received had they been eligible.

New Securities will rank equally with existing securities from allotment. New Securities will not be eligible for the FY09 final distribution.

Further details of the Offer are included in the Appendix to this announcement.

New Corporate Debt Facility

AIX is in the final stages of establishing an undrawn $30 million New Standby Debt Facility which will have a 2-year term from the date of finalisation. The New Standby Debt Facility is subject to finalisation of documentation with a commitment letter having been received on 17 June 2009.

Portfolio Update

Passenger Growth

Whilst economic conditions have been difficult, the performance of the Australian airport assets has been encouraging. European airport assets held through HTAC have experienced greater relative passenger declines in line with the economic environment in the region.

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Passengers (thousands) 10 months to
Airport 10 months to 30 April 2009 30 April 2008
Domestic International Total Total Change on pcp
Perth Airport 5,973 2,204 8,177 7,696 6.3%
APAC 17,624 4,231 21,855 21,271 2.7%
HOCHTIEF AirPort Capital
Athens Airport 4,765 8,372 13,137 13,547 (3.0%)
Dusseldorf Airport 3,558 10,828 14,386 14,833 (3.0%)
Hamburg Airport 4,446 5,713 10,159 10,796 (5.9%)
Sydney Airport 18,708 8,710 27,418 27,618 (0.7%)
Queensland Airports 4,941 416 5,357 4,972 7.7%
NT Airports 1,768 202 1,969 1,855 6.2%
Total 61,782 40,676 102,459 102,589 (0.1%)
Australian airports weighted by AIX interest 5.1%
Total weighted by AIX interest 3.4%
Passengers (thousands) 4 months to
Airport 4 months to 30 April 2009 30 April 2008
Domestic International Total Total Change on pcp
Perth Airport 2,351 883 3,234 3,115 3.8%
APAC 6,967 1,717 8,684 8,750 (0.8%)
HOCHTIEF AirPort Capital
Athens Airport 1,666 2,579 4,245 4,440 (4.4%)
Dusseldorf Airport 1,346 3,521 4,867 5,177 (6.0%)
Hamburg Airport 1,707 1,873 3,579 3,946 (9.3%)
Sydney Airport 7,254 3,453 10,707 11,055 (3.1%)
Queensland Airports 1,964 206 2,171 2,046 6.1%
NT Airports 619 78 697 675 3.3%
Total 23,874 14,310 38,184 39,204 (2.6%)
Australian airports weighted by AIX interest 2.6%
Total weighted by AIX interest 1.1%
Page�2�of�6�
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Australian Infrastructure Fund

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NOT�FOR�DISTRIBUTION�OR�RELEASE�IN�THE�UNITED�STATES�OR�TO�U.S.�PERSONS�
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Perth Airport Refinancing
Perth Airport is well advanced in the process of refinancing existing debt facilities maturing in November
2009 as well as securing additional debt to fund its planned capital expenditure program over the next three
years.
As part of the Perth Airport refinancing, AIX expects to invest up to $42.2 million of additional capital into
Perth Airport over three years.
HOCHTIEF AirPort Capital
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HTAC’s European airport interests have long term amortising debt facilities in place.
Sydney Airport has had three rights issues during the financial year. AIX’s pro-rata share (via HTAC) was:
� Rights Issue #1: $6.5 million funded from AIX cash on hand
� Rights Issue #2: $6.8 million funded from new HTAC debt facility
� Rights Issue #3: $22.6 million intended to be funded from a new HTAC debt facility
For Rights Issue #3 HTAC secured an option enabling it to defer its decision to fund until 23 June. HTAC has
negotiated a credit approved amortising debt facility to fund its subscription for Rights Issue #3. However
documentation risk still exists.
If HTAC cannot or elects not to take up its rights under Rights Issue #3, the value of AIX’s interest in Sydney
Airport will be diluted by $18.8 million based on the 31 December 2008 independent valuation, which valued
the AIX portfolio at $1,411.8 million.
Assuming HTAC takes up its rights under Rights Issue #3, a portion of planned distributions from HTAC to
AIX will then be used to amortise the debt facilities over four years. AIX’s share of HTAC’s total debt
amortisation is:
FY09 ($m) FY10 ($m) FY11 ($m) FY12 ($m)
6.5 7.4 9.2 3.3
Note: Assumed�exchange�rate�of�A$1.00�to�€0.60.�
Queensland Airports Limited
QAL is currently in the process of refinancing an existing debt facility maturing in April 2010.
QAL is considering a capital return of $14.7 million to AIX for FY09. If QAL elects to make this capital return,
AIX is likely to reinvest this capital in QAL as a prudent capital management measure to assist with the
refinancing.
This reinvestment would result in AIX receiving a net cash receipt of $9.5 million from QAL in FY09.
Other Assets
APAC successfully refinanced $300 million of maturing debt facilities in FY09.
NT Airports successfully refinanced $204 million of maturing debt facilities in FY09 and successfully
increased the facility limit by an additional $100 million to fund organic growth.
Port of Portland is currently in the process of refinancing $73 million of maturing debt facilities, with
refinancing to be completed by 30 September 2009. AIX expects a modest capital contribution (~$5 million)
may be required as part of this refinancing.
The are no other near-term refinancing or capital investment requirements for other assets within AIX’s asset
portfolio.
Page�3�of�6�
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NOT�FOR�DISTRIBUTION�OR�RELEASE�IN�THE�UNITED�STATES�OR�TO�U.S.�PERSONS�

Acquisition and Divestment Opportunities

AIX regularly assesses the composition of its portfolio, and its ability to sell assets or make new investments on attractive terms. As part of this process, AIX intends to explore the potential sale of its interest in APAC (the owner of Melbourne Airport and Launceston Airport). Informal discussions are taking place with interested parties on the basis that AIX will not divest at below the asset’s independent valuation. Any proceeds from any value realisation initiatives may be applied to organic portfolio growth or acquisitions in the core Australian airport sector. For example, QAL is considering the potential to acquire a 50.1% interest in Cairns and Mackay Airports, which would require a capital injection from QAL shareholders. Further information in relation to the Offer is contained in an accompanying investor presentation. Paul Espie Steve Boulton Chairman Chief Executive Australian Infrastructure Fund Limited Hastings Funds Management Limited 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 9654 4477 Tel: +61 3 9654 4477 Fax: +61 3 9650 6555 Fax: +61 3 9650 6555 Email: [email protected] Email: [email protected] Website: www.hfm.com.au/aix Website: www.hfm.com.au/aix

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Australian Infrastructure Fund

NOT�FOR�DISTRIBUTION�OR�RELEASE�IN�THE�UNITED�STATES�OR�TO�U.S.�PERSONS�

Important Information

This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to, or for the account or benefit of, any “U.S. person” (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)) (“U.S. Persons”). The New Securities have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States. Securities may not be offered, sold or resold in the United States or to, or for the account or benefit of, a U.S. Person, except in transactions exempt from the registration requirements of the US Securities Act in reliance on Regulation S thereunder.

This presentation contains general background information about AIX and its activities current at 18 June 2009. It is information in a summary form and does not purport to be complete or comprehensive, and does not purport to summarise all information that an investor should consider when making an investment decision. It should be read in conjunction with AIX’s other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange, which are available at www.asx.com.au.

To the maximum extent permitted by law, AIX, the underwriters, their affiliates, officers, employees, agents and advisors do not make any warranty, express or implied, as to the currency, accuracy, reliability or completeness of the information in this presentation and disclaim all responsibility and liability for the information (including, without limitation, liability for negligence).

The underwriters have not authorised, permitted or caused the issue, lodgement, submission, dispatch or provisions of this presentation and do not make or purport to make any statement in this presentation and there is no statement in this presentation which is based on any statement by the underwriters.

Neither Hastings, Westpac nor any other member of the Westpac Group gives any guarantee or assurance as to the performance of AIX or the repayment of capital. Investments in AIX are not investments, deposits or other liabilities of Hastings, Westpac or other members of the Westpac Group. Members of the Westpac Group may invest in or lend or provide other services to AIX and may be paid fees, and expenses in relation to Hastings’ role as responsible entity or manager.

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NOT�FOR�DISTRIBUTION�OR�RELEASE�IN�THE�UNITED�STATES�OR�TO�U.S.�PERSONS�

Appendix

Institutional Entitlement Offer

The Institutional Entitlement Offer is being conducted over Thursday 18 June 2009 and Friday 19 June 2009.

Over the Institutional Entitlement Offer period, eligible institutional securityholders will be invited to participate in the Institutional Offer at the Offer Price. Eligible institutional securityholders can choose to take up their Entitlement in whole, in part or not at all. Eligible institutional securityholders will receive not less than their Entitlement under the Institutional Entitlement Offer if they wish to take up such New Securities at the Offer Price. Eligible institutional securityholders who do not confirm their demand at the Offer Price by the close of the Institutional Entitlement Offer will be deemed to have renounced their Entitlement and will not receive any value in respect of their Entitlement.

New Securities equal in number to those attributable to such Entitlements not taken up by eligible institutional securityholders at the Offer Price, together with New Securities attributable to Entitlements which would otherwise have been offered to ineligible institutional securityholders if they had been eligible to participate in the Institutional Offer, will also be offered for subscription to eligible institutional securityholders and selected institutional investors through a volume bookbuild process over the Institutional Entitlement Offer period at the Offer Price.

All participants under the Institutional Entitlement Offer will pay the same price for their New Securities, being the Offer Price.

Retail Entitlement Offer

Eligible retail securityholders in Australia and New Zealand will be invited to participate in the Retail Entitlement Offer on the same terms as the Institutional Entitlement Offer. The Retail Entitlement Offer will open on 26 June 2009 and close at 5.00pm (AEST) on 10 July 2009.

Full details of the Retail Entitlement Offer will be set out in the Retail Booklet. Eligible retail securityholders who wish to acquire New Securities under the Retail Entitlement Offer will need to complete their personalised entitlement and acceptance form that will be mailed to them accompanying a copy of the Retail Booklet.

Stock lending and other transactions

Eligible securityholders will be entitled to apply under the Offer for 1 New Security for each existing 2 AIX securities held as at the Record Date. AIX has been granted a waiver by ASX so that, in determining Entitlements for the Institutional Entitlement Offer or the Retail Entitlement Offer, it may ignore any changes in securityholdings that occur after the trading halt preceding the announcement of the Offer (other than registrations of transactions that were effected through ITS before commencement of the trading halt).

Accordingly, a person who is a registered AIX securityholder at the Record Date as a result of a dealing after the announcement of the trading halt preceding the announcement of the Offer (other than the registration of a transaction effected through ITS before that announcement) may not be entitled to receive an Entitlement under the Offer.

In the event that a securityholder has existing securities out on loan at the Record Date, the borrower will be regarded as the securityholder for the purposes of determining the Entitlement (provided that those borrowed securities have not been on-sold).

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Australian Infrastructure Fund

Annexure II – Investor presentation

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Australian
Infrastructure Fund
Capital Initiatives
18 June 2009
0
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Australian Infrastructure Fund
Important Notice
Important notice and disclaimer
This presentation has been prepared by Hastings Funds Management Limited ABN 27 058 693 388 (Hastings), holder of Australian Financial
Services Licence number 238309, as responsible entity of the Australian Infrastructure Fund Trust (Trust or AIFT) and as manager of Australian
Infrastructure Fund Limited (Company or AIFL). Together, the Company and the Trust comprise the Australian Infrastructure Fund (AIX). Hastings
is a subsidiary of Westpac Banking Corporation ABN 33 007 457 141 (Westpac).
Summary information
This presentation contains general background information about AIX and its activities current at 18 June 2009. It is information in a summary
form and does not purport to be complete or comprehensive, and does not purport to summarise all information that an investor should consider
when making an investment decision. It should be read in conjunction with AIX’s other periodic and continuous disclosure announcements lodged
with the Australian Securities Exchange, which are available at www.asx.com.au.
To the maximum extent permitted by law, AIX, the underwriters, their affiliates, officers, employees, agents and advisors do not make any
warranty, express or implied, as to the currency, accuracy, reliability or completeness of the information in this presentation and disclaim all
responsibility and liability for the information (including, without limitation, liability for negligence).
The underwriters have not authorised, permitted or caused the issue, lodgement, submission, dispatch or provisions of this presentation and do
not make or purport to make any statement in this presentation and there is no statement in this presentation which is based on any statement by
the underwriters.
Neither Hastings, Westpac nor any other member of the Westpac Group gives any guarantee or assurance as to the performance of AIX or the
repayment of capital. Investments in AIX are not investments, deposits or other liabilities of Hastings, Westpac or other members of the Westpac
Group. Members of the Westpac Group may invest in or lend or provide other services to AIX and may be paid fees, and expenses in relation to
Hastings’ role as responsible entity or manager.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Australian Infrastructure Fund Important Notice (cont’d) Not financial product advice This presentation is not financial advice or a recommendation to acquire AIX stapled securities and has been prepared without taking into account the objectives, financial situation or needs of individuals. Before making an investment decision prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs and seek such legal, financial and/or taxation advice as they deem necessary or appropriate to their jurisdiction. AIX is not licensed to provide financial product advice in respect of AIX stapled securities. Cooling off rights do not apply to the acquisition of AIX stapled securities. Financial data All dollar values are in Australian dollars ($A) and financial data is presented within the financial year end of 30 June unless otherwise stated. Future performance This presentation contains certain “forward looking” statements. The words “anticipated”, “expected”, “projections”, “forecast”, “estimates”, “could”, “may”, “target”, “consider” and “will” and other similar expressions are intended to identify forward looking statements. Forward looking statements, opinions and estimates provided in this presentation are based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on interpretations of current market conditions. Forward-looking statements including projections, indications or guidance on future earnings or financial position and estimates are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. There can be no assurance that actual outcomes will not differ materially from these statements. To the full extent permitted by law, AIX and its directors, officers, employees, advisers, agents and intermediaries disclaim any obligation or undertaking to release any updates or revisions to the information to reflect any change in expectations or assumptions. An investment in AIX stapled securities is subject to investment and other known and unknown risks, some of which are beyond the control of AIX, including possible delays in repayment and loss of income and principal invested. Please see “Appendix – Key Risks” of this presentation for further details. AIX does not guarantee any particular rate of return or the performance of AIX nor do they guarantee the repayment of capital from ~~AIX or any particular tax treatment. Persons should have regard to the risks outlined in this presentation.~~

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

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Australian Infrastructure Fund
Important Notice (cont’d)
Past performance
Past performance information given in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an
indication of future performance.
Not an offer
This presentation is not an offer or an invitation to acquire AIX stapled securities (“New Securities”) or any other financial products and is not a
prospectus, product disclosure statement or other offering document under Australian law or any other law. It is for information purposes only. In
particular, this presentation is not an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any person that is, or is
acting for the account or benefit of , a “U.S. person” (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the
Securities Act)) (U.S. Person), and is not for publication or distribution in the United States or to U.S. Persons. The securities to which this
document relates have not been registered, and will not be registered, under the Securities Act or the securities laws of any state or other
jurisdiction in the United States, and may not be offered, sold, transferred or otherwise disposed of in the United States or to, or for the account or
benefit of, U.S. Persons, except in transactions exempt from the registration requirements of the Securities Act in reliance on Regulation S
thereunder. In addition, AIX is not registered as an “Investment Company” under the U.S. Investment Company Act of 1940, as amended. An offer
or sale of New Securities by any dealer that is not participating in the Entitlement Offer may violate the U.S. Investment Company Act of 1940 or
the registration requirements of the U.S. Securities Act.
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In receiving this presentation, you agree to the foregoing restrictions and limitations.
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Australian Infrastructure Fund

Australian Infrastructure Fund

Executive Summary

AIX is undertaking a $211 million 1 for 2 fully underwritten non-renounceable pro-rata entitlement offer
The proceeds of the equity raising will be used to:
Repay the existing Multi Option Facility (“MOF”), thereby eliminating drawn fund level debt
Fund organic growth initiatives in the existing Australian airport portfolio
To provide financial flexibility, AIX has secured credit committee approval from its current financiers for a $30 million 2-year facility (“New Debt Facility”)
Following the equity raising AIX will have no drawn fund level debt, will be in a position to fund all anticipated asset level capital requirements and will have greater financial flexibility
• To ensure a prudent capital structure for the future, AIX has announced an estimated distribution for FY09 of 13.0 cents per security and provides guidance for FY10 of 10.0 cents per security
AIX distribution policy is to pay distributions which are broadly aligned to cash flows received from portfolio assets

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Australian Infrastructure Fund

Capital Raising Summary

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Offer Size • 1 for 2 non-renounceable pro-rata entitlement offer
• Fully underwritten gross proceeds of approximately $211 million
• 192 million new securities to be issued (“New Securities”)
Offer Price • $1.10 per security
– 22.2% discount to theoretical ex-rights price [(1)]
– 29.9% discount to last close price [(1)]
Institutional • Institutional Entitlement Offer of approximately 96 million securities
Offer • New Securities not taken up (and those entitlements that would have been allocated to ineligible
institutional securityholders) can be taken up by eligible institutional securityholders who apply for New
Securities in excess of their pro-rata entitlement and certain other institutional investors
Retail Offer • Retail Entitlement Offer of approximately 96 million securities
• Existing securityholders will have the opportunity to subscribe for New Securities in excess of their
pro-rata entitlement, subject to any scale back determined by the underwriters in consultation with AIX
in their absolute discretion
FY09 Final • New Securities will not be entitled to the FY09 final distribution
Distribution
(1) Based on close price on 17 June 2009 and adjusted for 2009 final distribution of 5.0 cents per security.
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Australian Infrastructure Fund
Investment Highlights
High Quality • AIX portfolio comprises high quality airport assets (representing 94% by portfolio value [(1)] ) and
Assets interests in other transport infrastructure assets, including two Australian bulk commodity seaports
• Weighted average airport passenger growth of 3.4% for the 10 months to 30 April 2009 over pcp
• Ongoing resilience of passenger numbers at Australian airports, which represent ~75% of the AIX
portfolio by value [(1)]
– Weighted average Australian airport passenger growth of 5.1% for the 10 months to 30 April 2009
over pcp
Experienced • Strong management team focused on delivering value for securityholders:
Management
Team – Experienced manager, continually assessing portfolio composition
– Terms of management agreement aligned with securityholder interests
Strong • Post raising and paydown of existing drawn MOF of $159.5 million, no corporate level drawn debt
Balance Sheet
• Committed New Debt Facility of $30 million to provide financial flexibility
• Pro-forma reduction in fund weighted average net debt/EV from 43.7% to 34.4% [(2)]
(1) Based on independent valuations as at 31 December 2008.
(2) Net debt pro-forma for a $211 million capital raising (gross underwritten amount). Enterprise Value (EV) = independent valuations as at 31 December 2008 plus asset level net debt.
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Australian Infrastructure Fund

Australian Infrastructure Fund	Australian Infrastructure Fund	Australian Infrastructure Fund	Australian Infrastructure Fund

7 Balance Sheet Strength • Full repayment of AIX’s corporate level Multi Option Facility • Prudent level of gearing and strong interest coverage at the asset level • Pro-forma reduction in fund weighted average net debt/EV from 43.7% to 34.4% following the capital initiatives Asset metrics (as at 31 December 2008) Net *Debt/EV(1)* Senior ICR(2) Perth Airport 36.3% 2.8 x APAC 34.1% 3.4 x HTAC_(3) 41.5% 3.0 x QAL 44.3% 2.4 x NT Airports 39.4% 3.3 x Port of Portland 44.4% 2.2 x Port of Geelong(4) 48.5% 2.9 x Statewide Roads (SWR) 2.2% 17.2 x Metro Transport Sydney(5)_ n/a n/a Total weighted average 39.1% 3.0 x Total weighted average (exc SWR) 39.2% 2.9 x Fund weighted average including MOF and fund level cash 43.7% Pro-forma fund weighted average(6) 34.4% (1) Enterprise Value (EV) equals Net Debt (net external debt as at 31 December 2008) plus independent valuations as at 31 December 2008. (2) Senior interest cover ratio (ICR) reflects EBITDA for the 6 months to 31 December 2008 divided by interest expense on external debt, net of interest received. (3) Net Debt/EV and Senior ICR for HTAC have been estimated by Hastings. (4) Port of Geelong normalised EBITDA excludes effect of non-cash unrealised loss on ~~interest rate hedge.~~ (5) Metro Transport Sydney had zero debt on its balance sheet as at 31 December 2008. (6) Net debt pro-forma for a $211 million capital raising (gross underwritten amount). Enterprise Value (EV) = independent valuations as at 31 December 2008 plus asset level net debt. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS**
	Balance Sheet Strength • Full repayment of AIX’s corporate level Multi Option Facility • Prudent level of gearing and strong interest coverage at the asset level • Pro-forma reduction in fund weighted average net debt/EV from 43.7% to 34.4% following the capital initiatives	Asset metrics (as at 31 December 2008)	Net *Debt/EV(1)* Senior ICR(2)**
		Perth Airport	36.3% 2.8 x
		APAC	34.1% 3.4 x
		HTAC_(3)_
		QAL
		NT Airports
		Port of Portland
		Port of Geelong_(4)_
		Statewide Roads (SWR)
		Metro Transport Sydney_(5)_
		Total weighted average
		Total weighted average (exc SWR)
		Fund weighted average including MOF and fund level cash	43.7%
		*Pro-forma fund weighted average(6)***	34.4%
		(1) Enterprise Value (EV) equals Net Debt (net extern independent valuations as at 31 December 2008. (2) Senior interest cover ratio (ICR) reflects EBITDA fo divided by interest expense on external debt, net o (3) Net Debt/EV and Senior ICR for HTAC have been (4) Port of Geelong normalised EBITDA excludes effe ~~interest rate hede~~
	NOT FOR DISTRIBUTION OR RELEASE IN TH	~~g.~~ (5) Metro Transport Sydney had zero debt on its balan (6) Net debt pro-forma for a $211 million capital raisin Enterprise Value (EV) = independent valuations as level net debt. E UNITED STATES OR TO U.S. PERSONS	7 ce sheet as at 31 December 2008. g (gross underwritten amount). at 31 December 2008 plus asset

Australian Infrastructure Fund

Australian Infrastructure Fund

Offer Timetable

	Key events
	� (1) All times refer to Australian Eastern Standard Time (AEST).

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Portfolio Update
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Australian Infrastructure Fund

Portfolio Composition

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Geelong Other
Asset Stake Portland1.3% 1.4%
NT 3.3%
Perth Airport 29.7% Airports
Australia Pacific Airports Corporation 10.1% 5.1%
(Melbourne, Launceston)
HOCHTIEF AirPort Capital 40.0%
– Athens 5.3% Perth
Airport
– Dusseldorf 4.0% QAL 25.9%
– Hamburg 5.7% 13.6%
– Sydney 2.6%
Queensland Airports Limited (NT AirGold Coastports ,( TownsvilleDarwin, Alice S, Mount Isaprings, Tennant Creek) ) 49.1%28.2% HTAC27.8% APAC21.6%
Port of Portland 50.0%
Port of Geelong 35.0%
Statewide Roads 6.2%
Metro Transport Sydney 38.9% Note: Based on independent valuation as at 31 December 2008.
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Valuation

As at 31 December 2008, the portfolio was valued at $1,411.8 million
The six-monthly independent valuation process is currently underway. No material change in the total value of the portfolio is expected

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Australian Infrastructure Fund

Passenger Growth (10 months to 30 April 2009)

	Passengers(thousands)	Passengers(thousands)	Passengers(thousands)	10 months to 30 April 2008
Airport	10 months to 30 April 2009
	Domestic	International	Total	Total	Change onpcp
Perth Airport	5,973	2,204	8,177	7,696	6.3%
APAC	17,624	4,231	21,855	21,271	2.7%
HOCHTIEF AirPort Capital
Athens Airport	4,765	8,372	13,137	13,547	(3.0%)
Dusseldorf Airport	3,558	10,828	14,386	14,833	(3.0%)
HamburgAirport	4,446	5,713	10,159	10,796	(5.9%)
SydneyAirport	18,708	8,710	27,418	27,618	(0.7%)
Queensland Airports	4,941	416	5,357	4,972	7.7%
NT Airports	1,768	202	1,969	1,855	6.2%
Total	61,782	40,676	102,459	102,589	(0.1%)
Australian airports weighted by AIX interest					5.1%
Total weighted by AIX interest					3.4%

Whilst economic conditions have been difficult, the performance of the Australian airport assets has been encouraging
• European airport assets held through HTAC have experienced greater relative passenger declines in line with the economic environment in that region

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Australian Infrastructure Fund

Passenger Growth (4 months to 30 April 2009)

	Passengers(thousands)	Passengers(thousands)	Passengers(thousands)	4 months to 30 April 2008
Airport	4 months to 30 April 2009
	Domestic	International	Total	Total	Change onpcp
Perth Airport	2,351	883	3,234	3,115	3.8%
APAC	6,967	1,717	8,684	8,750	(0.8%)
HOCHTIEF AirPort Capital
Athens Airport	1,666	2,579	4,245	4,440	(4.4%)
Dusseldorf Airport	1,346	3,521	4,867	5,177	(6.0%)
HamburgAirport	1,707	1,873	3,579	3,946	(9.3%)
SydneyAirport	7,254	3,453	10,707	11,055	(3.1%)
Queensland Airports	1,964	206	2,171	2,046	6.1%
NT Airports	619	78	697	675	3.3%
Total	23,874	14,310	38,184	39,204	(2.6%)
Australian airports weighted by AIX interest					2.6%
Total weighted by AIX interest					1.1%

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Portfolio Capital
Considerations
13
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Australian Infrastructure Fund

Perth Airport

Perth Airport is well advanced in the process of refinancing existing debt facilities maturing in November 2009, as well as securing additional debt to fund its planned capital expenditure program over the next three years
As part of the Perth Airport refinancing, AIX expects to invest up to $42.2 million of additional capital into Perth Airport over three years

Queensland Airports Limited

QAL is currently in the process of refinancing an existing debt facility maturing in April 2010
QAL is considering a capital return of $14.7 million to AIX for FY09. If QAL elects to make this capital return, AIX is likely to reinvest this capital in QAL as a prudent capital management measure to assist with QAL’s refinancing
� This reinvestment would result in AIX receiving a net cash receipt of $9.5 million from QAL in FY09 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS 14
This reinvestment would result in AIX receiving a net cash receipt of $9.5 million from QAL in FY09 NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

Australian Infrastructure Fund

HOCHTIEF AirPort Capital

European airports have long-term amortising debt facilities in place
• Sydney Airport has had three rights issues during the financial year. AIX’s pro-rata share (via HTAC) was: � Rights Issue #1: $6.5 million funded from AIX cash on hand � Rights Issue #2: $6.8 million funded from new HTAC debt facility � Rights Issue #3: $22.6 million intended to be funded from a new HTAC debt facility
• For Rights Issue #3 HTAC secured an option enabling it to defer its decision to fund until 23 June 2009 • HTAC has negotiated a credit approved amortising debt facility to fund its subscription for Rights Issue #3. However, documentation risk still exists
• If HTAC cannot or elects not to take up its rights under Rights Issue #3, the value of AIX’s interest in Sydney Airport will be diluted by $18.8 million based on the 31 December 2008 independent valuation, which valued the AIX portfolio at $1,411.8 million
• Assuming HTAC takes up its rights under Rights Issue #3, a portion of planned distributions from HTAC to AIX will then be used to amortise the debt facilities over four years. AIX’s share of HTAC’s total debt amortisation[(1)] is: FY09 ($m) FY10 ($m) FY11 ($m) FY12 ($m) 6.5 7.4 9.2 3.3
(1) Assumed exchange rate of A$1.00 to €0.60. NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS 15

Australian Infrastructure Fund

Other Assets

APAC successfully refinanced $300 million of maturing debt facilities in FY09
NT Airports successfully refinanced $204 million of maturing debt facilities in FY09 and successfully increased the facility limit by an additional $100 million to fund organic growth
Port of Portland is currently in the process of refinancing $73 million of maturing debt facilities with refinancing to be completed by 30 September 2009. A modest capital contribution (~$5 million) may be required from AIX
No near-term refinancing or capital investment requirements for other assets

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Australian Infrastructure Fund

Acquisition and Divestment Opportunities

AIX regularly assesses the composition of its portfolio
AIX intends to explore the potential sale of its interest in APAC
Informal discussions are taking place with interested parties on the basis that AIX will not divest below independent valuation
Any proceeds would be expected to be applied to value enhancing opportunities in the core Australian airport sector
For example, QAL is considering the potential acquisition of a 50.1% interest in Cairns and Mackay Airports, which would require a capital injection from QAL shareholders

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Distribution Guidance
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Australian Infrastructure Fund

Distribution Guidance

Having regard to the financing requirements of the portfolio assets and their projected cash flows, and consistent with AIX’s actions to strengthen its balance sheet and maintain financial flexibility
AIX will declare a FY09 final distribution of 5.0 cents per security to be paid on 31 August 2009, bringing total distributions for FY09 to 13.0 cents per security (FY08: 16.5 cents per security)
Distributions per security for FY10 are expected to be 10.0 cents per security, consistent with a policy of declaring distributions that are broadly aligned to cash flows received from portfolio assets net of fund level expenses
As a result of the current capital initiatives, AIX’s distribution reinvestment plan has been suspended until further notice
The Board will actively assess the level of distributions going forward taking into account the current and projected cash position, capital expenditure requirements of portfolio assets and business and economic conditions generally

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Australian Infrastructure Fund

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Appendix
20
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Australian Infrastructure Fund
Key Risks
This section discusses some of the key risks associated with an investment in AIX. Before investing in AIX securities, you should consider whether this
investment is suitable for you. Potential investors should consider publicly available information on AIX (such as that available on the websites of AIX and ASX),
carefully consider their personal circumstances and consult their stockbroker, solicitor, accountant or other professional adviser before making an investment
decision.
Introduction
AIX’s financial performance, distributions and the market price of AIX securities may be adversely affected by numerous risk factors. These risks include, but are
not limited to, the risks set out in this section.
1. General risks
1.1. The future price of AIX’s securities is subject to uncertainty of equity market conditions.
Local and international stock markets may fall as a result of prevailing economic conditions, investor sentiment and interest rates. As a consequence, the market
price of New Securities may not fully reflect AIX’s underlying net asset value. The value of an investment in AIX could decrease as well as increase and
Securityholders may receive less than their amounts invested.
1.2. General economic conditions could materially impact AIX’s financial performance and the performance of its securities.
General economic conditions are driven by numerous events, such as interest rates, unemployment levels and international events (eg. the potential of a swine
flu pandemic). Depressed economic conditions may result in reduced investor demand for securities, which may in turn reduce their market price.
An investment in AIX should be regarded as speculative and none of AIX, Hastings, any of the directors of AIFL or Hastings, or any other party associated with
the preparation of this document guarantees that any specific objectives of AIX will be achieved, or that any particular performance of AIX or the securities will be
achieved.
2. Risks specific to an investment in AIX
2.1. The valuation of AIX’s assets and in turn its reported financial performance are sensitive to valuation assumptions, which fluctuate.
AIX’s portfolio consists of unlisted assets. These assets are valued every six months by the independent valuer, KPMG Corporate Finance. The valuations are
sensitive to the choice of discount rate used, methodology adopted and assumptions made.
The valuation of AIX’s assets, and as a consequence, its reported results, will be susceptible to movements in comparable discount rates, or other inputs adopted
by AIX’s valuer, eg. inflation assumptions, which fluctuate.
2.2. The illiquidity of AIX’s investments may impact their realisable value.
AIX may continue to invest in assets that are not listed on a stock exchange or for which there may only be a limited number of potential investors. As a
consequence the realisable value of an asset may be less than its reported value and realisation of the value may be subject to timing constraints.
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Australian Infrastructure Fund
Key Risks (cont’d)
2.3. Distributions received by AIX from investments are uncertain.
AIX receives returns on its investments via cash distributions (both income and capital) and asset revaluations. To the extent that cash distributions from assets
are not received, returns to Securityholders may be impacted.
2.4. Changes in interest rates may affect the financial performance of AIX’s investments.
AIX may from time to time borrow to fund an acquisition. All of the entities in which AIX invests have borrowings which may represent a large proportion of their
total assets.
Businesses that borrow money are potentially exposed to adverse interest rate movements that may increase the costs and financial risk inherent in those
businesses. Whilst this risk may be reduced through interest rate hedging, such as interest rate swaps or other mechanisms, there is sometimes residual
exposure. Movements in interest rates may affect the appropriate discount rate to be used to value investments.
Additionally, changes in interest rates may restrict the ability of the entities in which AIX invests to make cash distributions to AIX where lending covenants place
restrictions on these distributions.
2.5. Loss of licences or permits may impact the ability of the businesses in which AIX invests to operate.
There is a risk that an investment does not have, or might not obtain, licences and permits necessary for its operation. Permits or special rulings may be required
on taxation, financial and regulatory related issues. Licences and permits have to be maintained over the investment’s life. There is a risk that if the appropriate
licences and permits are not maintained, operation of the asset may be adversely impacted which may in turn impact its value and returns to AIX. There is also a
risk that concessions to operate assets may terminate and may not be received.
2.6. Changes in tax rules may impact the value of AIX’s securities.
The tax rules or their interpretation in relation to an investment in AIX may change. In particular, both the level and basis of taxation may change. In addition, an
investment in AIX may involve tax considerations which may differ for each Securityholder. Each prospective Securityholder is encouraged to seek professional
tax advice in connection with any investment in AIX.
2.7. AIX has a reduced level of control over some of its investments since it only owns minority stakes.
Most of AIX’s investments are minority stakes. While AIX is represented on the board of most investments, the day-to-day operations of those investments are
not managed by AIX.
The governing documents for some of the investments provide that key matters and decisions require the agreement of the other co-investors. AIX may be
unable to reach agreement with other co-investors concerning these matters and any disagreements may affect the ability of the investments to function properly
or distribute cash to shareholders. Typically, AIX’s arrangement with its co-investors may require AIX to make an additional equity contribution in the investment or to provide additional financing. Various provisions contained within the governing documents for the investments restrict AIX ’ s ability to sell or transfer its
interest.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Australian Infrastructure Fund
Key Risks (cont’d)
2.8. Reliance on the Manager
Securityholders will have no control over the day-to-day operations, including investment decisions, of AIX. Securityholders must rely entirely on Hastings Funds
Management Limited to advise on the conduct and affairs of AIX. Securityholders must rely on the judgment of Hastings Funds Management Limited, their
delegates and, in particular, on the judgment of their respective principals, officers and employees. AIX's success depends in large part on the performance of
Hastings Funds Management Limited. The loss of a key principal or officer or any personnel by Hastings Funds Management Limited could have an adverse
effect on AIX.
2.9. Potential for Conflict of Interest
Hastings Funds Management Limited manages a large number of entities operating in a broad range of businesses. Although processes exist for actively
managing any conflicts of interest between AIX and other funds managed by HFML or between HFML and AIX or its investors, there is a risk that the resolution
of such conflicts may lead to outcomes which are disadvantageous to AIX and its investors.
3. Risks associated with AIX’s investment in airports
3.1. AIX’s investments are dependent upon the number of passengers using airports.
The key drivers of airport revenues are passenger traffic, the number of aircraft movements and the size of aircraft. The number of passengers using airports
may be affected by a number of factors including general economic conditions, competition from other airports, competition from other types of transport,
competition between airlines, competition from other destinations, the price of airline tickets, quality of surface transport access, currency exchange rates, mix of
domestic and international passengers, sovereign and political risk and concerns arising from diseases such as swine flu. Aeronautical revenue is generated
through charges levied for the use of airport infrastructure, with charges typically levied on the basis of passenger volumes. Both aeronautical revenue and retail
and other revenue is therefore dependent on the number of passengers using the airport.
3.2. Developments in the aviation industry may affect AIX’s investments’ revenues.
Any actions by airlines which affect passenger traffic numbers could adversely affect the financial performance of airports. For example, if the price of airline
seats is increased and the number of seats sold is reduced, then any resulting fall in total passenger traffic numbers would be expected to have an adverse effect
on airport revenues. The airline industry is highly competitive and airlines are subject to high levels of commercial and financial risks increasing the risk that an
airline may fail. When this occurs, passenger traffic at airports is disrupted in the short term, and potentially reduced over the long term, as lower competition
decreases pressure to improve services and reduce airfares.
3.3. Changes in regulations that apply to AIX’s investments could impact their financial performance.
3.3.1.1. Economic regulation
Although AIX’s Australian airport investments are not subject to aeronautical price regulation (with the exception of regional air services provided by Sydney
Airport), there is a risk that economic regulation could be re-introduced by the Australian Government. This could affect a substantial portion of AIX’s airports’
revenues, for example through the introduction of price caps, or access obligations relating to aeronautical charges.
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Australian Infrastructure Fund
Key Risks (cont’d)
3.3.1.2. Regulatory and Other Public Policy Changes
For many airports around the world, a substantial proportion of revenue is generated from regulated activities. There is a risk that revenues at these assets could
be adversely affected by increased economic regulation, and/or the application of existing regulations for example, through a reduction in price caps on
aeronautical charges or an increase in the number of services which are subject to regulation. Also, as discussed above, there is also a risk that economic
regulation will be introduced at airports which currently are not regulated. Apart from changes to regulatory pricing, airport revenues could be affected by changes
to government aviation policy, including route licensing, security, immigration, safety, airport development and provision of capacity together with changes in tax,
duty and other regulatory regimes which affect the retail operation of airports.
3.3.1.3. Non-aeronautical Revenues
Non-aeronautical revenues include retailing, car parking and property. Retail revenues are driven by numbers of passengers and their propensity to spend in the
shops provided at the airport. There is a risk that the expected levels of expenditure will not be achieved as a result of passenger profile changes, economic
factors or the reduced competitiveness of the airport retail offering. The main driver of car park revenues is the propensity of passengers and other airport users
to park their cars at the airport. There is a risk that the expected propensity levels will not be achieved as a result of competition from other modes of transport
and lower utilisation rates of the airport car parks. There is a risk that expected revenues will not be achieved as a result of a reduced demand from users.
3.3.1.4. Change of law
There is a risk that European, Australian or state governments will repeal, amend, enact, or promulgate a new law or regulation, or will issue a new interpretation
of the law or regulation which could substantially affect AIX’s airport investments. Governments or regulatory bodies could invoke policies or charges which affect
the competitiveness of domestic or international air transport (for example by imposing or increasing fuel taxes, emissions charges, or consumption taxes, or by
altering arrangements governing access to air routes or airport facilities). The performance of airport investments may also be affected by court decisions and
actions of government agencies.
3.4. AIX’s investments may be affected by political, security and civil disturbance.
Passenger traffic may be affected by sovereign or political risk anywhere in the world. Major disturbances such as wars, riots, strikes, blockades and acts of
terrorism have the potential to adversely affect passenger traffic. International global tensions or the commencement of military action regionally or internationally
can have a material impact on the number of passengers passing through airports.
Any terrorist attacks, or outbreak of associated military or responsive action, could also have a materially adverse impact on the passenger numbers flowing
through to the earnings of AIX’s airport investments. A major security incident at these or other European and Australian major international airports, or any
event which raises safety or security concerns about airports, may have an adverse effect on the revenues of airports in which AIX has invested and may also
increase security expenses.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
24
Australian Infrastructure Fund
Key Risks (cont’d)
3.5. The documents that govern AIX’s investments are complex and potentially subject to differing interpretation.
Airport investments are usually governed by a complex series of legal documents and contracts. As a result, the risk of dispute over the interpretation or
enforceability of the documentation may be higher than for the other equity investments. For example, a difference of opinion exists among the shareholders of
APAC as to the meaning and extent of provisions in the shareholders agreement which purport to restrict investment by shareholders in competing Australian
airport assets.
3.6. The environmental impact of airports may limit the achievement of the full potential of airport investments.
Airports can have a substantial environmental impact. Land acquisition to build or expand an airport may be difficult. Community and environmental groups may
raise protests, which may be successful in attracting publicity and persuading governments to take action. Airports may attract opposition from environmental
groups in relation to issues such as air pollution, noise pollution, poor visual impact and effects on flora and fauna. There is a risk that affected parties may
attempt to limit the activities of an airport, its hours of operation or its impact on the surrounding community. Changes in environmental and planning regulations
(eg. in relation to noise control, hours of operation, night curfews and the ability to develop and extend surface access to airports) may prevent or restrict
development of airport assets and result in increased capital and operational expenses.
3.7. Legislative foreign ownership restrictions may limit trading in AIX securities or restrict AIX’s ability to sell or transfer its interest in investments.
Foreign ownership of Australian airports is restricted in certain circumstances by the Airports Act. Under the Airports Act, if an “unacceptable foreign-ownership
situation” exists, a court may make an order for the disposal of shares in entities having interests in the airport. At present, the ownership structures of airports in
which AIX has invested are not “unacceptable”. Relevantly for AIX and other trustee investors, the Airports Act disregards certain types of interests including
certain situations where a registered holder of shares is not the beneficial interest holder in determining whether entities are “foreign”. There is, however, a risk
that acquisitions of shares in airport companies or their investors by other parties in the future could lead to an “unacceptable foreign-ownership situation” in
respect of one or more airports in which AIX has invested.
4. Risks associated with AIX’s investment in ports
The ports in which AIX invests typically have significant levels of fixed costs, and therefore can be highly susceptible to decreases in revenue. Revenue is
primarily derived from throughput at the ports. Throughput can be affected by wider economic conditions which influence demand for bulk commodities, and also
by specific matters such as competition, regulation, and capacity constraints.
5. Other risks
5.1. Non-exhaustive list
The above list of risk factors should not be taken to be exhaustive of the risks faced by AIX or by securityholders. The above factors, and other risks not
specifically referred to above, may in the future materially affect the financial performance of AIX and the value of securities. Therefore, no assurances or
guarantees of future profitability, distributions, payment of dividends, return of capital or performance of AIX or its securities are provided.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Australian Infrastructure Fund

Key Risks (cont’d) 5.2. Reliance on a limited number of large customers Airport assets derive a large proportion of their income from the provision of services to a small number of large customers. AIX is exposed to the risk that customers may be unable to pay their obligations to AIX and its investments, which could have a material adverse effect on AIX’s business, financial condition, earnings and results of operations.

5.3. Foreign exchange risk AIX's investment in HTAC, which comprised 27.8% of AIX's portfolio value as at 31 December 2008, is denominated in a foreign currency (Euros). As a result, AIX is exposed to movements in the Euro when compared to the Australian dollar. The current policy of AIX is not to enter into derivatives or other currency cover to hedge the foreign exchange risk of its investment in HTAC and distributions from HTAC to AIX.

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

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Australian Infrastructure Fund
Foreign Jurisdictions
New Zealand
This presentation does not constitute a prospectus or investment statement and has not been registered, filed with or approved by any New Zealand regulatory authority under or in connection with the
Securities Act 1978 (New Zealand).
This presentation is being distributed in New Zealand only to, (a) persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest
money; (b) persons who are each required to pay a minimum subscription price of at least NZ$500,000 for the New Securities before the allotment of those New Securities; or (c) persons to whom securities
may be offered in New Zealand pursuant to the Securities Act (Overseas Companies) Exemption Notice 2002. Under the institutional offer, New Securities are not being offered to any other person in New
Zealand. Any investor who acquires New Securities under the institutional offer must not, in the future, sell those New Securities in a manner that will, or that is likely to, result in the sale of the New Securities
being subject to the New Zealand Securities Act 1978 or that may result in AIX or its Directors incurring any liability whatsoever.
Singapore
The Offer which is the subject of this presentation is not allowed to be made to the retail public. This presentation is not a prospectus as defined in the Securities and Futures Act (Cap 289) of Singapore (the
“SFA”). Accordingly statutory liability under that Act in relation to the content of prospectuses would not apply. You should consider carefully whether the investment is suitable for you.
The Offer is made in reliance on certain exemptions under the SFA, and is not made in or accompanied by a prospectus that is registered by the Monetary Authority of Singapore (the “Authority”). Conversely,
this presentation has not been and will not be registered as a prospectus with the Authority. Accordingly, this presentation and any other document or material in connection with the offer or sale, or invitation
for subscription or purchase, of New Securities may not be circulated or distributed, nor may New Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether
directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Sections 274 or 304 of the SFA (ii) to a relevant person pursuant to Section 275(1) or 305(1), or any person
pursuant to Section 275(1A) or 305(2), and in accordance with the conditions specified in Section 275 or 305, of the SFA (as the case may be) or (iii) otherwise pursuant to, and in accordance with the
conditions of, any other applicable provision of the SFA.
Where New Securities are subscribed or purchased under Sections 275 or 305 of the SFA by a relevant person which is:
1 a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or
more individuals, each of whom is an accredited investor; or
2 a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
then the New Securities (as defined in Section 2 of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within 6 months after that
corporation or that trust has acquired the New Securities pursuant to an offer made under Sections 275 or 305 except:
3 to an institutional investor or to a relevant person as defined in Sections 275(2) or 305(5) of the SFA, or to any person pursuant to an offer that is made on terms that such securities of that
corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to
be paid for in cash or by exchange of securities or other assets, and further (in the case of the corporation), the transfer of securities of that corporation arise from an offer made in accordance wit
the conditions specified in Section 275(1A) of the SFA;
4 Where no consideration is or will be given for the transfer, or
5 Where the transfer is by operation of law
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Australian Infrastructure Fund
Foreign Jurisdictions (cont’d)
Hong Kong
WARNING
The contents of this presentation has not been reviewed or approved by any regulatory authority in Hong Kong. Recipients are advised to exercise caution in relation to any offer of New Securities by AIX. If
recipients are in any doubt about any of the contents of this presentation, they should obtain independent professional advice.
The New Securities have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document other than:
1 to “professional investors” as defined in the Securities and Futures Ordinance (Cap.571) of Hong Kong and any rules made under that ordinance; or
2 in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap.32) of Hong Kong or which do not constitute an offer to the public within
the meaning of that ordinance.
Further, no person shall issue or have in its possession for the purpose of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the New Securities, which is
directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to New
Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance (Cap.571) and any rules made
under that ordinance.
The information relating to the offering contained herein may not be used other than by the person to whom it is addressed and may not be reproduced in any form or transferred to any person in Hong Kong.
The Offer is not an offer for sale to the public in Hong Kong and it is not the intention of AIX that the New Securities be offered for sale to the public in Hong Kong.
United Kingdom
This presentation is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors and are either: (i) investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “FSMA Order”); or (ii) high net worth entities or other persons falling within Article 49(2)(a) to (d) of the FSMA Order (all such
persons together being referred to as “Relevant Persons”). This presentation and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by
recipients to any other person in the United Kingdom as this may contravene the Financial Services Markets Act 2000 (“FSMA”). Any investment or investment activity to which this presentation relates is
available in the United Kingdom, to Relevant Persons only. Any person in the United Kingdom that is not a Relevant Person should not act or rely on this presentation or any of its contents.
Switzerland
The New Securities and entitlements may not be offered or sold in Switzerland except in circumstances that will not result in the offer of the New Securities or the entitlements being a public offering in
Switzerland pursuant to article 652a of the Swiss Code of Obligations (“CO”) or article 3 of the Swiss Collective Investment Schemes Act (“CISA”). Accordingly, neither this presentation nor any accompanying
letter or other document relating to the New Securities or the entitlements has been or will be submitted to the Swiss Financial Market Supervisory Authority FINMA and investors will not be protected by the
provisions of the CO, the CISA or any other Swiss law. Neither this presentation nor any accompanying letter or other document relating to the New Securities or the entitlements constitute a prospectus
pursuant to article 652a CO or any other Swiss law.
European Economic Area
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each a “Relevant Member State”), with effect from and including the date on which the
Prospectus Directive was implemented in that Relevant Member State (the “Relevant Implementation Date”), there may not have been made and may not be made an offer of New Securities to the public in
that Relevant Member State prior to the publication of a prospectus in relation to the New Securities which has been approved by the competent authority in the Relevant Member State or, where appropriate,
approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that there may, with effect from and
including the Relevant Implementation Date, be made an offer of New Securities in that Relevant member State at any time:
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
28
Australian Infrastructure Fund
Foreign Jurisdictions (cont’d)
1 to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities;
2 to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover
of more than €50,000,000 as shown in its last annual or consolidated accounts; or
3 in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an “offers of shares to the public” in relation to any New Securities in any Relevant Member State means the communication in any form and by any means
of sufficient information on the terms of the offer and the New Securities to be offered so as to enable an investor to decide to purchase or subscribe to the New Securities, as the same may be varied in that
Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing
measures in each Relevant Member State.
France
Prospective investors are informed that no prospectus (including any amendment, supplement of replacement thereto) has been or will be prepared in connection with the offering of the New Securities and
entitlements that has been approved by the Autorité des marchés financiers or by the competent authority of another State that is contracting party to the agreement on the European Economic Area and
notified to the Autorité des marches financiers. No prospectus subject to the approval (visa) of the French market Authority (Autorité des Marchés Financiers) has been, or will be, prepared in connection with
the New Securities.
The New Securities and entitlements are not issued in the French Republic and the New Securities and entitlements may not be offered or sold nor will be offered or sold to the public in the French Republic
and neither this presentation nor any other material or other material or information relating to the New Securities may be released, issued or distributed, caused to be released, issued or distributed, to the
public in France, or used in connection with any offering of the New Securities to the public in France, except that the New Securities and entitlements may be offered exclusively to (i) persons licensed to
provide the investment service of portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified
investors (investisseurs qualifiés) or a restricted group of investors (cercle restreint d’investisseurs) provided that the said investors act for their own account, all as defined and in accordance with Article L.
411-1 and L. 411-2 II of the French Code Monétaire et Financier and applicable regulations thereunder.
Prospective investors are informed that (i) such prospective investors may only take part in the transaction solely for their own account, as provided in Articles D. 411-1, D. 411-2, D. 734-1, D. 744-1, D. 754-1
and D. 764-1 of the French Code Monétaire et Financier and (ii) the New Securities and entitlements may not be further distributed, directly or indirectly, to the public in the French Republic otherwise than in
accordance with Article L. 411-1, L. 411-2 II, L. L. 412-1 and L.621-8 to L.621-8-3 of the French Code Monétaire ét Financier and applicable regulations thereunder.
Germany
No offer in respect of the New Securities will be made in Germany, other than to qualified investors as defined in Sec. 2 No. 6 of the German Securities Prospectus Act (Wertpapierprospektgesetz) or in
circumstances where the offer of New Securities is exempt from the publication of a prospectus according to the German Securities Prospectus Act.
Therefore, neither this presentation nor any accompanying letter or other document has been or will be submitted for approval to the Federal Financial Services Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht) and accordingly no such document may be communicated to the public in Germany in any form and by any means. Any offer or solicitation within Germany made in connection
with the New Securities must be in full compliance with the German Securities Prospectus Act and the German Investment Act (Investmentgesetz).
Denmark
This presentation and any accompanying documents have not been filed with or approved by the Danish Financial Supervisory Authority or any other regulatory authority in the Kingdom of Denmark. The New
Securities have not been offered or sold and may not be offered, sold or delivered directly or indirectly in Denmark, unless in compliance with Chapter 6 or Chapter 12 of the Danish Act on Trading in
Securities and executive orders issued pursuant thereto as amended from time to time.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Australian Infrastructure Fund
Foreign Jurisdictions (cont’d)
Ireland
This presentation and any other materials in connection with the Offer relating to Ireland do not constitute a prospectus within the meaning of Part 5 of the Investment Funds, Companies and Miscellaneous
Provisions Act 2005 of Ireland. No offer of New Securities to the public is made, or will be made, that requires the publication of a prospectus pursuant to Irish prospectus law (within the meaning of Part 5 of
the Investment Funds, Companies and Miscellaneous Provisions Act 2005 of Ireland) in general, or in particular pursuant to the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland. No prospectus
will be prepared in relation to the Offer of New Securities for the purposes of the Prospectus (Directive 2003/71/EEC) Regulations 2005 (the “Prospectus Regulations”). This presentation is being distributed to
less than 100 persons in the Republic of Ireland and accordingly there is no requirement to publish a prospectus under the Prospectus Regulations.
This presentation has not been approved, reviewed or registered with the Irish Financial Services Regulatory Authority.
This presentation does not constitute investment advice or the provision of investment services within the meaning of the European Communities (Markets in Financial Instruments) Regulations 2007 of
Ireland (as amended) or otherwise. AIX is not an authorised investment firm within the meaning of the European Communities (Markets in Financial Instruments) Regulations 2007 of Ireland (as amended)
and the recipients of this presentation should seek independent legal and financial advice in determining their actions in respect of or pursuant to this presentation.
Sweden
AIX is not authorised under the Swedish Investment Funds Act. The New Securities are being offered to a limited number of investors and therefore this presentation and any accompanying documents have
not been, and will not be, registered with the Swedish Financial Supervisory Authority under the Swedish Financial Instrument Trading Act (1991:980). Accordingly, this presentation and any accompanying
documents may not be made available, nor may the New Securities otherwise be marketed and offered for sale in Sweden, other than in circumstances which are deemed not to be an offer to the public in
Sweden under the Financial Instruments Trading Act.
Norway
This presentation has not been approved by, or registered with, any Norwegian securities regulators pursuant to the Norwegian Securities Trading Act of 29 June 2007, as amended. This presentation and
any other materials in connection with the offer relating to Norway have not been approved or disapproved by, or registered with the Oslo Stock Exchange, the Norwegian FSA, the Norwegian Registry of
Business Enterprises or any other Norwegian authority. Accordingly, neither this presentation nor any other offering material relating to the offering of the New Securities and entitlement constitutes, or shall
be deemed to constitute, an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act of 2007. The New Securities and entitlements may not be offered or sold, directly or
indirectly, in Norway except;
1 in respect of an offer of New Securities and entitlements addressed to investors subject to a minimum purchase of New Securities and entitlements for a total consideration of not less then €50,000
per investor;
2 to “professional investors” as defined in the Norwegian Securities Regulation of 29 June 2007 no. 876, being;
(A) legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
(B) any legal entity which is registered as a professional investor with the Oslo Stock Exchange (No. Oslo Børs) and which has two or more of; (1) an average of at least 250 employees during
the last financial year; (2) a total balance sheet of more than €43,000,000; (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;
–(C)year, within the financial markets in a position which presuppose knowledge of investing in securities;–any natural person which is registered as a professional investor with the Oslo Stock Exchange (No. Oslo Børs) and which has two or more of; (1) an average execution of at least ten –transactions in securities of significant volume per quarter for the last four quarters; (2) a portfolio of securities with a market value of at least €500,000; (3) worked or works, for at least one –10 1
3 to fewer than 100 natural or legal persons (other than ‘professional investors’ as defined in the Norwegian Securities Regulation of 29 June 2007 no. 876), subject to obtaining the prior consent of the
underwriter for any such offer;
4 in any other circumstances provided that no such offer of New Securities and entitlements shall result in a requirement for the registration, or the publication by AIX or the underwriter of a prospectus
pursuant to the Norwegian Securities trading Act of 29 June 2007.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS
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Australian Infrastructure Fund
Foreign Jurisdictions (cont’d)
United States
This presentation does not constitute an offer, invitation or recommendation to subscribe for or purchase any security and neither this presentation nor anything contained in it shall form the basis of any
contract or commitment. In particular, this presentation is not an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any person that is, or is acting for the account or benefit of ,
a “U.S. person” (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the Securities Act)) (U.S. Person), and is not for publication or distribution in the United States or to
U.S. Persons. The securities to which this document relates have not been registered, and will not be registered, under the Securities Act or the securities laws of any state or other jurisdiction in the United
States, and may not be offered, sold, transferred or otherwise disposed of in the United States or to, or for the account or benefit of, U.S. Persons, except in transactions exempt from the registration
requirements of the Securities Act in reliance on Regulation S thereunder. In addition, AIX is not registered as an “Investment Company” under the U.S. Investment Company Act of 1940, as amended. An
offer or sale of New Securities by any dealer that is not participating in the Entitlement Offer may violate the U.S. Investment Company Act of 1940 or the registration requirements of the U.S. Securities Act.
Canada
This document may only be distributed and the New Securities may only be offered and sold in Canada or to residents thereof to “accredited investors” as defined in NI 45-106 Prospectus and Registration
Exemptions

By accepting this presentation, you agree to be bound by the foregoing limitations.
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Australian Infrastructure Fund

Eligible Retail Securityholder declarations

IMPORTANT:

If you make an Application - you will be taken to make the following declarations to AIX

agree to be bound by the terms of the Retail Entitlement Offer and the constitutions of Australian Infrastructure Fund Limited and Australian Infrastructure Fund;
authorise AIX to register you as the holder of the New Securities allotted to you;
declare that all details and statements in the Entitlement and Acceptance Form are complete and accurate;
declare you are over 18 years of age and have full legal capacity and power to perform all your rights and obligations under the Entitlement and Acceptance Form;
acknowledge that once AIX receives the Entitlement and Acceptance Form or any payment of Application Monies via BPay®, you may not withdraw it;
agree to apply for the number of New Securities specifi ed in the Entitlement and Acceptance Form, or for which you have submitted payment of any Application Monies via BPay®, at the Issue Price per New Security;
agree to be issued the number of New Securities that you apply for;
authorise AIX, the Underwriters, the Registry and their respective offi cers or agents, to do anything on your behalf necessary for the New Securities to be issued to you, including to act on instructions of the Registry upon using the contact details set out in the Entitlement and Acceptance Form;
declare that you are the current registered holder of Existing Securities and are a resident of Australia or New Zealand;
acknowledge that the information contained in this Retail Information Booklet and the Entitlement and Acceptance Form is not investment advice nor a recommendation that New Securities are suitable for you given your investment objectives, fi nancial situation or particular needs, and is not a product disclosure statement, does not contain all of the information that you may require in order to assess an investment in AIX and is given in the context of AIX’s past and ongoing continuous disclosure announcements to ASX;
represent and warrant that the law of any other place does not prohibit you from being given this Retail Information Booklet and the Entitlement and Acceptance Form, nor does it prohibit you from making an application for New Securities;
acknowledge the statement of risks in “Appendix I Key Risks” of the Investor Presentation, and that investments in AIX are subject to investment risk;
acknowledge that none of Australian Infrastructure Fund Limited, Hastings Funds Management Limited, Australian Infrastructure Fund Trust, Westpac or any other member of the Westpac Group, or any of their directors, offi cers, employees, agents, consultants, their advisers, and the Underwriters, guarantees the performance of AIX, or the repayment of capital;
represent and warrant (for the benefi t of Australian Infrastructure Fund Limited, Australian Infrastructure Fund, the Underwriters and their respective affi liates) that you did not receive an invitation to participate in the Institutional Entitlement Offer either directly or through a nominee, and are otherwise eligible to participate in the Retail Entitlement Offer;
acknowledge and agree that the Entitlements and the New Securities have not, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdictions in the United States, or in any other jurisdiction outside Australia and New Zealand and accordingly, the Entitlements may not be taken up, and the New Securities may not be offered, sold or otherwise transferred, in the United States or to, or for the account or benefi t of, any US Person, except transactions exempt from the registration requirements of the Securities Act in reliance on Regulation S thereunder;
represent, warrant and agree that you are not in the United States and are not a US Person or acting for the account or benefi t of a US Person;
agree not to send this Retail Information Booklet, the Entitlement and Acceptance Form or any other material relating to the Offer to any person in the United States or that is, or is acting for the account or benefi t of, a US Person;
agree that if in the future you decide to sell or otherwise transfer the New Securities, you will only do so in regular way transactions on ASX where neither you nor any person acting on your behalf knows, or has reason to know, that the sale has been pre-arranged with, or that the purchaser is, a US Person; and
agree to provide (and direct your nominee or custodian to provide) any requested substantiation of your eligibility to participate in the Retail Entitlement Offer and/or of your holding of Securities on the Record Date.

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Corporate Directory

Australian Infrastructure Fund Limited

ABN 97 063 935 553

Responsible Entity Hastings Funds Management Limited ABN 27 058 693 388

Registered offi ce

Level 16, 90 Collins St Melbourne Vic 3000 Tel: +61 3 8650 3600 Fax: +61 3 8650 3701 Email: [email protected] Website: www.hfm.com.au/aix

Registered offi ce

Level 16, 90 Collins St Melbourne Vic 3000 Tel: +61 3 8650 3600 Fax: +61 3 8650 3701 Email: [email protected] Website: www.hfm.com.au

AIFL Board

Paul Espie, Chairman Steve Boulton John Harvey Robert Humphris OAM Mike Hutchinson Robert Tsenin

Chief Executive Offi cer

Hastings Board of Directors

Liam Forde, Chairman Steve Boulton, Chief Executive Alan Cameron Alan Freer Stephen Gibbs Mike Hutchinson Jim McDonald Sean McElduff

Jeff Pollock

Company Secretaries

Claire Filson Kim Rowe

Underwriters

Registry

Computershare Investor Services Pty Limited

Postal Address Computershare Investor Services Pty Limited GPO Box 505 Melbourne Vic 3001

Credit Suisse (Australia) Limited

Level 31, Gateway 1 Macquarie Place Sydney NSW 2000

Deutsche Bank AG, Sydney branch

Level 16, Deutsche Bank Place Corner of Hunter & Phillip Streets Sydney NSW 2000

AIX Securityholder Information Line

1300 132 288 (within Australia) or on +61 3 9415 4054 (from outside Australia) Open 8.30am to 5.00pm (AEST) Monday to Friday during the Entitlement Offer Period

Australian Legal Adviser

Freehills 101 Collins St Melbourne Vic 3000

==> picture [162 x 72] intentionally omitted <==

Hastings Funds Management Limited ABN 27 058 693 388 AFSL No. 238309 as responsible entity for Australian Infrastructure Fund ARSN 089 889 761

Australian Infrastructure Fund Limited ABN 97 063 935 553

Please return completed form to: Computershare Investor Services Pty Limited GPO Box 505 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 132 288 (outside Australia) 61 3 9415 4054 www.computershare.com

A B C 1 2 3 � Entitlement and Acceptance Form (including Additional Securities) Non-Renounceable Entitlement Issue closing 5.00pm (AEST) A Subregister Non-Renounceable Entitlement Issue of 1 New Security for every 2 Securities registered and entitled to participate at the Record Date at an issue price of A$1.10 per New Security. You may also apply for New Existing Securities entitled to Securities in excess of your Entitlement at the Issue Price of A$1.10. If you wish to take up all or part of your participate at Record Date being Entitlement, or take up all of your Entitlement and apply for additional New Securities, you have two payment 7pm (AEST) on 23 June 2009 Entitlement to New Securities on a 1 for 2 basis If paying by cheque, bank draft or money order, complete and return the acceptance slip below with your Amount payable on full acceptance Application Monies. Cheques, bank drafts or money orders must be drawn on an Australian branch of a financial at A$1.10 per New Security institution in Australian currency, made payable to “AIX Application Account” and crossed “Not Negotiable”. No signature is required on the acceptance slip. The acceptance slip with your Application Monies must be received Entitlement Number Note that if you wish to be allotted New Securities PAY[[®]] by no later than 5.00pm (AEST) on PAY[[®]][[®]]

Use a black pen. Print in CAPITAL letters A B C 1 2 3 � inside the grey areas. Entitlement and Acceptance Form (including Additional Securities)

� For your security keep your SRN/HIN confi dential.

This personalised form can only be used in relation to the securityholding represented by the SRN or HIN printed above. This is an important document and requires your immediate attention. If you are in doubt about how to deal with this document, please consult your financial or other professional adviser. Words and phrases in this document have the same meaning given to them in the Australian Infrastructure Fund Retail Information Booklet dated 26 June 2009.

Non-Renounceable Entitlement Issue closing 5.00pm (AEST) A on 10 July 2009 Non-Renounceable Entitlement Issue of 1 New Security for every 2 Securities registered and entitled to participate at the Record Date at an issue price of A$1.10 per New Security. You may also apply for New Securities in excess of your Entitlement at the Issue Price of A$1.10. If you wish to take up all or part of your Entitlement, or take up all of your Entitlement and apply for additional New Securities, you have two payment options: OPTION 1: PAYING BY CHEQUE, BANK DRAFT OR MONEY ORDER If paying by cheque, bank draft or money order, complete and return the acceptance slip below with your Application Monies. Cheques, bank drafts or money orders must be drawn on an Australian branch of a financial institution in Australian currency, made payable to “AIX Application Account” and crossed “Not Negotiable”. No signature is required on the acceptance slip. The acceptance slip with your Application Monies must be received by the Registry before 5:00pm (AEST) on 10 July 2009. Note that if you wish to be allotted New Securities under the Initial Allotment, your payment must be paid by BPAY[[®]] by no later than 5.00pm (AEST) on 1 July 2009.

A Securityholder Entitlement details Subregister

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OPTION 2: PAYING BY BPAY[[®]] If paying by BPAY[®] , refer to the instructions overleaf. You do NOT need to return the acceptance slip below if you elect to make payment by BPAY[[®]] . Payment must be received via BPAY[®] before 5:00pm (AEST) on 10 July 2009.

I/We enclose my/our payment for the amount shown below being payment of A$1.10 per New Security. I/We hereby authorise you to register me/us as the holder(s) of the Securities allotted to me/us, and I/we agree to be bound by the Constitutions of AIX.

A I X

2 N R B

See back of form for completion guidelines. Applications can only be accepted in the name printed on this Entitlement and Acceptance Form.

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▼ PLEASE DETACH HERE ▼
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Paperclip
Hastings Funds Management Limited
cheque(s) Do not staple.here. ABN 27 058 693 388AFSL No. 238309as responsible entity for Australian Infrastructure FundARSN 089 889 761Australian Infrastructure Fund LimitedABN 97 063 935 553 Please see overleaf for Payment OptionsEnt: Pay: Biller Code:Ref No:
Number of New Securities applied for Number of additional New Securities applied for Total number of New Securities applied for
B (being not more than your Entitlement shown above) C (in excess of your Entitlement as shown above) D (add boxes B + C)
Application Monies (multiply D by the Issue Price at A$1.10 per New Security)
E
A$ .
Cheque Payment Details – Make your cheque or bank draft payable to “AIX Application Account”
F Drawer Cheque Number BSB Number Account Number Cheque amount
A$
G Contact details – Please provide your contact details in case we need to speak to you about this slip
Name of contact person Contact person’s daytime telephone number
( )
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How to complete the Entitlement and Acceptance Form (including Additional Securities)

Note that photocopies will not be accepted. These instructions are cross-referenced to each section of the Entitlement and Acceptance Form.

Acceptance of Entitlement Offer

By either returning the Entitlement and Acceptance Form with payment to the Registry, or making payment received by BPAY[®] :

you represent and warrant that you have read and understood the Retail Information Booklet and that you acknowledge the matters, and make the warranties, declarations and representations contained therein; and
you provide authorisation to be registered as the holder of the New Securities acquired by you and agree to be bound by the Constitutions of AIX.

Acceptance of Entitlement Offer By either returning the Entitlement and Acceptance Form with payment to the Registry, or making payment received by BPAY®: • you represent and warrant that you have read and understood the Retail Information Booklet and that you acknowledge the matters, and make the warranties, declarations and representations contained therein; and • you provide authorisation to be registered as the holder of the New Securities acquired by you and agree to be bound by the Constitutions of AIX.

NOT FOR USE - SAMPLE ONLY The directors reserve the right to make amendments to this form where appropriate. The Retail Entitlement Offer to which this Entitlement and Acceptance Form relates is not being made to investors with a registered address outside Australia and New Zealand. In particular the Retail Entitlement Offer is not being made to any person in the U.S. or to a U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended). The directors reserve the right to make amendments to this Entitlement and Acceptance Form where appropriate. Lodgement of Acceptance If you are applying for shares and your payment is being made by BPAY®, you do not need to return the slip below. Your payment must be received by no later than 5.00pm (AEST) on 10 July 2009. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. It is the responsibility of the applicant to ensure that funds submitted through BPAY®are received by this time. If you are paying by cheque, bank draft or money order the slip below must be received by Computershare Investor Services Pty Limited (CIS) Melbourne by no later than 5.00pm (AEST) on 10 July 2009. You should allow sufficient time for this to occur. A reply paid envelope is enclosed for security holders in Australia. New Zealand holders will need to affix the appropriate postage. Return the slip below with cheque attached. Neither CIS nor AIX accepts any responsibility if you lodge the slip below at any other address or by any other means. Privacy Statement Personal information is collected on this form by CIS, as registrar for securities issuers (“the issuer”), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by CIS or you would like to correct information that is inaccurate incorrect or out of date please contact CIS. In Details of your Entitlement based on your holding of Existing Securities at 7.00pm (AEST) on 23 June 2009 are shown in box A on the front of this Entitlement Form. New Securities Accepted Enter in box B the number of New Securities you wish to accept from your Entitlement. The number of New Securities must be equal to or less than your Entitlement which is shown in box A. Please ensure you complete Section B on the bottom of the form. Application for additional New Securities You can apply for more New Securities than your Entitlement. Please enter the number of additional New Securities above your Entitlement for which you wish to apply into box C. Your application for additional New Securities may not be successful (wholly or partially). The decision of AIX and the Underwriters on the number of New Securities to be allocated to you will be final. No interest will be paid on any Application Monies received or returned. Please ensure you complete Section C on the bottom of the form. Total number of New Securities subscribed for To calculate total number of New Securities subscribed for, add the numbers in box B and box C and enter this in box D. Please ensure you complete Section D on the bottom of the form. Application Monies Enter the total amount of Acceptance Monies payable. To calculate this amount, multiply the number in box D by the Issue Price of A$1.10. Please ensure you complete Section E on the bottom of the form. B C D E Cheque, bank draft or money order details Enter your cheque, bank draft or money order details in Section F. Cheques, bank drafts or money orders must be drawn on an Australian branch of a financial institution in Australian currency, made payable to “AIX Application Account” and crossed “Not Negotiable”. If you provide a cheque, bank draft or money order for the incorrect amount, AIX may treat you as applying for as many New Securities and additional New Securities as your cheque, bank draft or money order will pay for. IF PAYING BY BPAY® (AVAILABLE TO SECURITYHOLDERS WITH AN AUSTRALIAN BANK ACCOUNT ONLY) If you elect to make a payment using BPAY®you must contact your bank or financial institution to make this payment from your cheque, saving, debt or transaction account. You do NOT need to return the acceptance slip below if you elect to make by BPAY®. For more information on paying by BPAY®: www.bpay.com.au Work out the total amount payable by you. To calculate the total amount, multiply the number of New Securities you wish to apply for by the Issue Price of A$1.10 as shown at box D. Refer below for the Biller code and Reference Number. The Reference Number is used to identify your holding. If you have multiple holdings you will have multiple Reference Numbers. You must use the Reference Number shown on each personalised Entitlement and Acceptance Form when paying for any New Securities that you wish to apply for in respect of that holding. Contact Details Enter the name of a contact person and telephone number. These details will only be used in the event that the registry has a query regarding the slip below. F G A

Acceptance of Entitlement Offer
By either returning the Entitlement and Acceptance Form with payment to the Registry, or making payment received by BPAY®:
• you represent and warrant that you have read and understood the Retail Information Booklet and that you acknowledge the matters, and make the warranties,
declarations and representations contained therein; and
• you provide authorisation to be registered as the holder of the New Securities acquired by you and agree to be bound by the Constitutions of AIX.

NOT FOR USE -
SAMPLE ONLY
The directors reserve the right to make amendments to this form where appropriate.
The Retail Entitlement Offer to which this Entitlement and Acceptance Form relates is not being made to investors with a registered address outside Australia and New Zealand. In particular the Retail
Entitlement Offer is not being made to any person in the U.S. or to a U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended). The directors reserve the right to make
amendments to this Entitlement and Acceptance Form where appropriate.
Lodgement of Acceptance
If you are applying for shares and your payment is being made by BPAY®, you do not need to return the slip below. Your payment must be received by no later than 5.00pm (AEST) on 10 July 2009.
Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making
payment. It is the responsibility of the applicant to ensure that funds submitted through BPAY®are received by this time.
If you are paying by cheque, bank draft or money order the slip below must be received by Computershare Investor Services Pty Limited (CIS) Melbourne by no later than 5.00pm (AEST) on 10 July 2009.
You should allow sufficient time for this to occur. A reply paid envelope is enclosed for security holders in Australia. New Zealand holders will need to affix the appropriate postage. Return the slip below
with cheque attached.
Neither CIS nor AIX accepts any responsibility if you lodge the slip below at any other address or by any other means.
Privacy Statement
Personal information is collected on this form by CIS, as registrar for securities issuers (“the issuer”), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other
corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise
required or permitted by law. If you would like details of your personal information held by CIS or you would like to correct information that is inaccurate incorrect or out of date please contact CIS. In
Details of your Entitlement based on your holding of Existing Securities at 7.00pm
(AEST) on 23 June 2009 are shown in box A on the front of this Entitlement Form.
New Securities Accepted
Enter in box B the number of New Securities you wish to accept from your Entitlement.
The number of New Securities must be equal to or less than your Entitlement which
is shown in box A.
Please ensure you complete Section B on the bottom of the form.
Application for additional New Securities
You can apply for more New Securities than your Entitlement. Please enter the
number of additional New Securities above your Entitlement for which you wish to
apply into box C. Your application for additional New Securities may not be successful
(wholly or partially). The decision of AIX and the Underwriters on the number of
New Securities to be allocated to you will be final. No interest will be paid on any
Application Monies received or returned.
Please ensure you complete Section C on the bottom of the form.
Total number of New Securities subscribed for
To calculate total number of New Securities subscribed for, add the numbers in box
B and box C and enter this in box D.
Please ensure you complete Section D on the bottom of the form.
Application Monies
Enter the total amount of Acceptance Monies payable. To calculate this amount,
multiply the number in box D by the Issue Price of A$1.10.
Please ensure you complete Section E on the bottom of the form.
B
C
D
E
Cheque, bank draft or money order details
Enter your cheque, bank draft or money order details in Section F. Cheques, bank
drafts or money orders must be drawn on an Australian branch of a financial
institution in Australian currency, made payable to “AIX Application Account” and
crossed “Not Negotiable”. If you provide a cheque, bank draft or money order for the
incorrect amount, AIX may treat you as applying for as many New Securities and
additional New Securities as your cheque, bank draft or money order will pay for.
IF PAYING BY BPAY® (AVAILABLE TO SECURITYHOLDERS WITH AN
AUSTRALIAN BANK ACCOUNT ONLY)
If you elect to make a payment using BPAY®you must contact your bank or financial
institution to make this payment from your cheque, saving, debt or transaction
account. You do NOT need to return the acceptance slip below if you elect to make
by BPAY®. For more information on paying by BPAY®: www.bpay.com.au
Work out the total amount payable by you. To calculate the total amount, multiply
the number of New Securities you wish to apply for by the Issue Price of A$1.10 as
shown at box D.
Refer below for the Biller code and Reference Number. The Reference Number is
used to identify your holding. If you have multiple holdings you will have multiple
Reference Numbers. You must use the Reference Number shown on each
personalised Entitlement and Acceptance Form when paying for any New Securities
that you wish to apply for in respect of that holding.
Contact Details
Enter the name of a contact person and telephone number. These details will only
be used in the event that the registry has a query regarding the slip below.
F
G
A

If you are paying by cheque, bank draft or money order the slip below must be received by Computershare Investor Services Pty Limited (CIS) Melbourne by no later than 5.00pm (AEST) on 10 July 2009. You should allow sufficient time for this to occur. A reply paid envelope is enclosed for security holders in Australia. New Zealand holders will need to affix the appropriate postage. Return the slip below with cheque attached.

Personal information is collected on this form by CIS, as registrar for securities issuers (“the issuer”), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS. You can contact CIS using the details provided on the front of this form or e-mail [email protected]

If you have any enquiries concerning this form or your entitlement, please contact CIS within Australia on 1300 132 288 or +61 3 9415 4054 outside Australia.

This form may not be used to notify your change of address. For information please contact CIS on 1300 850 505 or visit the share registry at www.computershare.com (Issuer Sponsored Holders only).

CHESS holders must contact their Controlling Participant to notify a change of address.

Payment Options:

Biller Code: Ref No:

Telephone & Internet Banking – BPAY

Call your bank, credit union or building society to make this payment from your cheque or savings account. More info: www.bpay.com.au

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Australian Infrastructure Fund Computershare Investor Services Pty Limited GPO Box 505 Melbourne, Victoria 3001 AUSTRALIA

You must check the processing cut off time for transactions with your bank, credit union or building society as it may be earlier than the close of the Entitlement Offer. It is the responsibility of the applicant to ensure funds submitted through BPAY are received by the close of the Entitlement Offer, being 5.00pm (AEST) on 10 July 2009.

AI assistant

FUTURE GENERATION AUSTRALIA LIMITED — Capital/Financing Update 2009

64916_rns_2009-06-25_25d452de-4cb3-4084-9757-feaf454ae56f.pdf

ASX Announcement

Australian Infrastructure Fund (AIX)

26 June 2009

Retail Entitlement Offer

For further enquiries, please contact:

Australian Infrastructure Fund

RETAIL INFORMATION BOOKLET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE U.S.

Important information

Retail Information Booklet

Please see the Investor Presentation (included in this Retail Information Booklet as Annexure II) for other important notices, disclaimers and acknowledgements.

Please see page 37 of this Retail Information Booklet (inside back cover of this Retail Information Booklet) for important Eligible Retail Securityholder declarations in relation to the Retail Entitlement Offer.

Letter from the Chairman and Responsible Entity’s Chief Executive

Australian Infrastructure Fund — Retail Entitlement Offer

To participate in the Retail Entitlement Offer, you must have applied for New Securities before 5.00pm on 10 July 2009, otherwise your rights under the Retail Entitlement Offer will lapse.

Entitlement Offer timetable

What should you do?

1. Read this Retail Information Booklet and the Entitlement and Acceptance Form, and seek advice as appropriate

2. Decide what you want to do

3. Apply for New Securities

4. Questions

Contents

Section 1 Overview of the Entitlement Offer

1.1 Entitlement Offer

1.2 Retail Entitlement Offer

1.3 Institutional Entitlement Offer

1.4 Ranking of New Securities

1.5 Reconciliation

1.6 Quotation and trading

1.7 Holding Statements

1.8 Withdrawal of the Entitlement Offer

1.9 Allocation policy

Section 2 How to Apply – Eligible Retail Securityholders

2.1 Eligible Retail Securityholders

2.2 Choices available to Eligible Retail Securityholders

2.3 If you wish to take up all of, or part of or more than your Entitlement

2.3.1 Submit your completed Entitlement and Acceptance Form together with cheque, bank draft or money order for all Application Monies

2.3.2 Payment via BPay®

2.4 Implications of making an Application

2.5 If you do nothing

2.6 Enquiries

Section 3 Taxation

3.1 Taxation of Entitlement Offer

3.1.1 Issue of Entitlements

3.1.2 Exercise of Entitlements

3.1.3 Expiration or Lapse of Entitlements

3.1.4 Holding and Disposing of New Securities

3.2 GST

Section 4 Important Information for Securityholders

4.1 No prospectus or product disclosure statement

4.2 Availability of Retail Information Booklet

4.3 Continuous disclosure

4.4 Not investment advice

4.5 Risks

4.6 No authorisation

4.7 No cooling-off rights

4.8 Foreign jurisdictions - restrictions and limitations

4.9 Underwriting arrangements and fees

4.10 Indemnities

4.11 ASX waivers

4.12 ASIC relief

4.13 Consents

4.14 Privacy

4.15 Governing law

Glossary

Annexure I – ASX announcement: AIX announces an Entitlement Offer

NOT�FOR�DISTRIBUTION�OR�RELEASE�IN�THE�UNITED�STATES�OR�TO�U.S.�PERSONS�

New Corporate Debt Facility

Portfolio Update

Passenger Growth

NOT�FOR�DISTRIBUTION�OR�RELEASE�IN�THE�UNITED�STATES�OR�TO�U.S.�PERSONS�

Acquisition and Divestment Opportunities

Important Information

Appendix

Institutional Entitlement Offer

Retail Entitlement Offer

Stock lending and other transactions

FUTURE GENERATION AUSTRALIA LIMITED Capital/Financing Update 2009