FUTURE GENERATION AUSTRALIA LIMITED — Capital/Financing Update 2009

Jun 17, 2009

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

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

Level 15, 90 Collins Street Melbourne VIC 3000 Australia T +61 3 9654 4477 F +61 3 9650 6555 www.hfm.com.au

ASX Announcement

Australian Infrastructure Fund (AIX)

Total pages: 39

18 June 2009

Capital Initiatives

Attached is a release and presentation from AIX.

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: investor_relations@hfm.com.au Email: investor_relations@hfm.com.au Website: www.hfm.com.au/aix Website: www.hfm.com.au/aix

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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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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

Australian Infrastructure Fund Limited 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.

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.

	Passengers (thousands)	Passengers (thousands)	Passengers (thousands)	10 months to 30 April 2008
Airport	10 months to 30 April 2009
	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)	Passengers (thousands)	Passengers (thousands)	4 months to 30 April 2008
Airport	4 months to 30 April 2009
	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

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

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

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

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.

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Paul Espie Chairmain Australian Infrastructure Fund Limited

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Steve Boulton Chief Executive

Hastings Funds Management Limited

For further enquiries, please contact:

Jeff Pollock Chief Executive Officer

Australian Infrastructure Fund Tel: +61 3 9654 4477 Fax: +61 3 9650 6555 Email: investor_relations@hfm.com.au Website: www.hfm.com.au/aix

Simon Ondaatje

Head of Investor Relations

Hastings Funds Management Tel: +61 3 9654 4477 Fax: +61 3 9650 6555 Email: investor_relations@hfm.com.au Website: www.hfm.com.au/aix

Page 4 of 6

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.

Page 5 of 6

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).

Page 6 of 6

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Australian Infrastructure Fund Capital Initiatives 18 June 2009

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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.

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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.~~

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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.

In receiving this presentation, you agree to the foregoing restrictions and limitations.

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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

	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~~

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Australian Infrastructure Fund

Investment Highlights

• AIX portfolio comprises high quality airport assets (representing 94% by portfolio value[(1)] ) and

• High Quality 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

• Strong management team focused on delivering value for securityholders:

• Experienced Management Team – Experienced manager, continually assessing portfolio composition – Terms of management agreement aligned with securityholder interests

• • Post raising and paydown of existing drawn MOF of $159.5 million, no corporate level drawn debt

• Strong 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)]~~

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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

Australian Infrastructure Fund

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.

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Australian Infrastructure Fund

Offer Timetable

Key events Dates(1) Institutional Entitlement Offer period 18 June 2009 – 19 June 2009 Institutional Entitlement Offer opens 18 June 2009 Institutional Entitlement Offer closes 19 June 2009 Securities re-commence trading 22 June 2009 Record date 7:00pm, 23 June 2009 Retail Entitlement Offer period 26 June 2009 – 10 July 2009 Retail booklet dispatched to Eligible Retail Securityholders By 26 June 2009 Early retail close 1 July 2009 Settlement date for Institutional Entitlement Offer and early retail securities 3 July 2009 Normal trading for institutional and early retail close securities 6 July 2009 Retail Entitlement Offer closes 5:00pm, 10 July 2009 Retail trading date 20 July 2009 Despatch of Transaction Confirmation Statements 21 July 2009

Portfolio Update

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Australian Infrastructure Fund

Portfolio Composition

Asset	Stake
Perth Airport	29.7%
Australia Pacific Airports Corporation (Melbourne,Launceston)	10.1%
HOCHTIEF AirPort Capital	40.0%
– Athens	5.3%
– Dusseldorf	4.0%
– Hamburg	5.7%
– Sydney	2.6%
Queensland Airports Limited (Gold Coast,Townsville,Mount Isa)	49.1%
NT Airports(Darwin,Alice Springs,Tennant Creek)	28.2%
Port of Portland	50.0%
Port of Geelong	35.0%
Statewide Roads	6.2%
Metro Transport Sydney	38.9%

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Geelong Other
1.3% 1.4%
Portland
NT 3.3%
Airports
5.1%
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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

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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%

Portfolio Capital Considerations

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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

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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

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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 not divest below independent valuation

the basis that AIX will

• 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

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

Appendix

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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.

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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’

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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.

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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.~~

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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.

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Australian Infrastructure Fund

Foreign Jurisdictions

New Zealand

This presentation does not constitute a prospectus or investment Securities Act 1978 (New Zealand).

statement and has not been registered, filed with or approved by any New Zealand regulatory authority under or in connection with the

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

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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

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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.

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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) 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 – 10 – 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 – 1

• – year, within the financial markets in a position which presuppose knowledge of investing in securities;

• 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~~

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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” Exemptions

as defined in NI 45-106 Prospectus and Registration

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