FUTURE GENERATION AUSTRALIA LIMITED — Investor Presentation 2012

Dec 11, 2012

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

Total pages: 18

==> picture [217 x 105] intentionally omitted <==

Level 27, 35 Collins Street Melbourne VIC 3000 Australia T +61 3 8650 3600 F +61 3 8650 3701 www.hfm.com.au Melbourne, London, New York, Sydney

ASX Announcement

Australian Infrastructure Fund (AIX)

12 December 2012

Presentation – Proposed Sale of AIX’s Assets and Return of Funds to Securityholders

Attached is a presentation summarising the Proposed Transaction involving the sale of AIX’s assets and return of funds to securityholders.

A conference call with be held by AIX at 11:00am today. The dial-in details are below:

Telephone no : 1800 030 272 (Australia wide) + 61 2 9001 2120 (International) Pin : 357062#

Investors and media will be able to access a broadcast of the presentation after the conference call at www.hfm.com.au/asxlisted/funds/aif.

For further enquiries, please contact:

Jeff Pollock Simon Ondaatje Chief Executive Officer Head of Investor Relations Australian Infrastructure Fund Hastings Funds Management Tel: +61 3 8650 3600 Tel: +61 3 8650 3600 Fax: +61 3 8650 3701 Fax: +61 3 8650 3701 Email: investor_relations@hfm.com.au Email: investor_relations@hfm.com.au Website: www.hfm.com.au Website: www.hfm.com.au

==> picture [114 x 58] intentionally omitted <==

Jefferson Petch Company Secretary Australian Infrastructure Fund

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

==> picture [298 x 103] intentionally omitted <==

Proposed sale of AIX’s assets 12 December 2012

==> picture [842 x 384] intentionally omitted <==

==> picture [207 x 71] intentionally omitted <==

Agenda

Overview of the Proposed Transaction The Asset Sale The Cash Return Timing and structure of Cash Return Management arrangements for AIX Reasons to vote in favour of Proposed Transaction Possible disadvantages and risks of Proposed Transaction Key dates Resolutions to be considered at the EGM

==> picture [396 x 493] intentionally omitted <==

==> picture [139 x 44] intentionally omitted <==

Overview of the Proposed Transaction

The Proposed Transaction involves two key elements, being the Asset Sale and the Cash Return

• The Asset Sale

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

• ˗ AIX will continue to receive distributions from its assets in the usual course (subject to an agreed cap) for the period up to the sale of that asset (or shortly thereafter)

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

• ˗ All of the asset sales are subject to pre-emptive rights (except HTAC and Statewide Roads), with the last sale expected to complete by mid March 2013

• The Cash Return

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

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

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

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

3

==> picture [139 x 44] intentionally omitted <==

Overview of the Proposed Transaction (continued)

• ˗ The net after-tax result for most Australian resident AIX securityholders after payment of the Cash Return is expected to be approximately the same as selling their AIX securities on market for a price equal to the Cash Return (disregarding timing differences)

• Expected distribution for the six months to 31 December 2012

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

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

• AIX securityholder approval

• ˗ AIX securityholder approval for the Proposed Transaction will be sought at an extraordinary general meeting (EGM) to be held on 15 January 2013, immediately following the 2012 annual general meeting (AGM)

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

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

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

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

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

4

==> picture [139 x 44] intentionally omitted <==

The Asset Sale

• As detailed in the Explanatory Booklet, the key conditions precedent to entry into each of the individual sale deeds are:

• ˗ AIX securityholder approval for the Proposed Transaction

• ˗ AUD / USD not falling below 0.85 on three consecutive business days prior to the EGM

• ˗ Warranties given by AIX not being materially incorrect on the date of the EGM

• Exclusivity arrangements in favour of Future Fund include:

• ˗ AIX must not discuss any competing proposal, subject to fiduciary obligations, and must not solicit any competing proposal

Implementation Agreement

• ˗ AIX must notify Future Fund of any approach or competing proposal, subject to fiduciary obligations

• ˗ Future Fund has a right to match any superior proposal within five business days

• Future Fund may terminate the Implementation Agreement in certain circumstances, including if:

• ˗ AIX is in material breach of the agreement, including the exclusivity arrangements

• ˗ An Independent Director of AIX withdraws or changes their recommendation, or recommends a competing proposal

• ˗ There is a materially adverse change in the value of any asset to be sold, and the parties are unable to agree an appropriate price adjustment

• A reimbursement fee of $20 million will be payable to Future Fund in certain circumstances where the Proposed Transaction does not proceed, including where Future Fund terminates the Implementation Agreement for cause

5

==> picture [139 x 44] intentionally omitted <==

The Asset Sale (continued)

• Upon satisfaction or waiver of the conditions precedent of the Implementation Agreement, binding sale deeds will be executed for each of AIX’s infrastructure assets

• The sale of Perth Airport, APAC, QAL and NT Airports to Future Fund will be subject to pre-emptive rights; the sale of HTAC and Statewide Roads will be unconditional

Sale process

• The sale deeds are not inter-conditional, with the sale of each asset to complete following satisfaction of that asset’s pre-emptive rights process (if applicable)

• The last asset sale is expected to complete by mid March 2013

• If interests are taken up by co-investors under their pre-emptive rights, a fee equal to 1% of the sale price for those interests will be payable by AIX to Future Fund

• The purchase price will be adjusted in certain circumstances, including where:

Potential price adjustments

• ˗ Distributions are received by AIX from any asset in excess of an agreed cap – the caps reflect the distributions anticipated from AIX’s assets in the usual course, and will support AIX’s anticipated distribution of 5.5 cents per AIX security for the six months to 31 December 2012

• ˗ AIX disposes or restructures its interest in HTAC – any adjustment to the purchase price is to be agreed between AIX and Future Fund , to reflect the resultant change in value of the Proposed Transaction

• ˗ AIX contributes capital to any asset

6

==> picture [139 x 44] intentionally omitted <==

The Cash Return

Upon completion of the sale of the final asset, AIX will return substantially all of AIX’s cash reserves, including the net proceeds of the Asset Sale, to AIX securityholders by way of the Cash Return

Overview

The payments under the Cash Return are expected to be within the range of $3.19 to $3.23 per AIX security and comprise:

• Main Return, estimated to be in the range of $2.95 to $2.98 per security plus franking credits of $0.03 per security

• expected to be paid in late April 2013

• Residual Return, estimated to be in the range of $0.24 to $0.25 per security plus franking credits of $0.02 per security

• targeted for payment in late June 2013, but no later than 31 December 2013

Additionally, AIX securityholders will receive:

• Distribution for the six months ending 31 December 2012, estimated to be 5.5 cents per security and unfranked

• expected to be paid in February 2013

==> picture [35 x 314] intentionally omitted <==

Key assumptions

The Cash Return has been estimated based on:

• Completion of the sale of each asset by 30 April 2013

• Receipt of all distributions as anticipated from assets, equal to the agreed cap

• Payment of distribution of 5.5 cents per AIX security for the six months to 31 December 2012

• Payment of, or allowance for, estimated fund and transaction expenses, including:

• management fees, both base and performance

• transaction expenses

• tax liabilities

• administrative expenses of AIX

• residual liabilities of AIX

7

==> picture [139 x 44] intentionally omitted <==

Timing and structure of Cash Return

1. Assumes that all infrastructure assets are acquired by Future Fund (or its nominee(s))

Distribution	Expected distribution for half-year to 31 Dec 2012 February 2013 5.5 cents Regular distribution AIFT 5.5 cents AIFL – Dist’n = 5.5 cents	Expected distribution for half-year to 31 Dec 2012 February 2013 5.5 cents Regular distribution AIFT 5.5 cents AIFL – Dist’n = 5.5 cents	Main Return Residual Return April 2013 Targeted for June 2013, but in any event no later than December 2013 $2.98 $0.25 Dist’n of Distributable Income Dist’n of trust capital $0.95 Capital gain to be grossed up to $1.91 Proceeds on cancellation for calculation of capital gain or loss $2.89 AIFT Dividend Capital return up to $0.02 up to $0.07 Assessable income; fully franked Reduces cost base; may cause capital gain 9 cents AIFL Dividend Capital return up to $0.06 up to $0.19 Assessable income; fully franked Reduces cost base; may cause capital gain AIFL $0.25 nil – AIFT – Cancellation of AIFT Unit $1.01 $0.93 No tax effect Cash Return = $3.23	Main Return Residual Return April 2013 Targeted for June 2013, but in any event no later than December 2013 $2.98 $0.25 Dist’n of Distributable Income Dist’n of trust capital $0.95 Capital gain to be grossed up to $1.91 Proceeds on cancellation for calculation of capital gain or loss $2.89 AIFT Dividend Capital return up to $0.02 up to $0.07 Assessable income; fully franked Reduces cost base; may cause capital gain 9 cents AIFL Dividend Capital return up to $0.06 up to $0.19 Assessable income; fully franked Reduces cost base; may cause capital gain AIFL $0.25 nil – AIFT – Cancellation of AIFT Unit $1.01 $0.93 No tax effect Cash Return = $3.23
			Main Return April 2013 $2.98 Dist’n of Distributable Income Dist’n of trust capital $2.89 AIFT Dividend Capital return 9 cents AIFL Cancellation of AIFT Unit
Amount	5.5 cents nil		$0.95 up to $0.02 up to $0.07 $1.01 $0.93
Tax treatment	Reduces cost base –		Capital gain to be grossed up to $1.91 Proceeds on cancellation for calculation of capital gain or loss Assessable income; fully franked Reduces cost base; may cause capital gain No tax effect

Timing is indicative only. Additionally, on the winding-up of AIFL, which is expected to occur by June 2014, a small winding-up distribution may be paid to AIX securityholders (in their capacity as AIFL shareholders).

8

==> picture [139 x 44] intentionally omitted <==

Timing and structure of Cash Return (continued)

2. Assumes all infrastructure assets are acquired by AIX’s co-investors under pre-emptive rights

Distribution Tax treatment Amount	Expected distribution for half-year to 31 Dec 2012 Main Return Residual Return February 2013 April 2013 Targeted for June 2013, but in any event no later than December 2013 5.5 cents $2.95 $0.24 Dist’n of Distributable Income Dist’n of trust capital $0.95 Capital gain to be grossed up to $1.90 Proceeds on cancellation for calculation of capital gain or loss $2.86 AIFT Dividend Capital return up to $0.02 up to $0.07 Assessable income; fully franked Reduces cost base; may cause capital gain 9 cents AIFL Dividend Capital return up to $0.06 up to $0.19 Assessable income; fully franked Reduces cost base; may cause capital gain AIFL $0.24 Regular distribution 5.5 cents Reduces cost base AIFT 5.5 cents nil AIFL – nil – AIFT – – Cancellati on of AIFT Unit $1.01 $0.91 No tax effect Dist’n = 5.5 cents Cash Return = $3.19 # * __*	Expected distribution for half-year to 31 Dec 2012 Main Return Residual Return February 2013 April 2013 Targeted for June 2013, but in any event no later than December 2013 5.5 cents $2.95 $0.24 Dist’n of Distributable Income Dist’n of trust capital $0.95 Capital gain to be grossed up to $1.90 Proceeds on cancellation for calculation of capital gain or loss $2.86 AIFT Dividend Capital return up to $0.02 up to $0.07 Assessable income; fully franked Reduces cost base; may cause capital gain 9 cents AIFL Dividend Capital return up to $0.06 up to $0.19 Assessable income; fully franked Reduces cost base; may cause capital gain AIFL $0.24 Regular distribution 5.5 cents Reduces cost base AIFT 5.5 cents nil AIFL – nil – AIFT – – Cancellati on of AIFT Unit $1.01 $0.91 No tax effect Dist’n = 5.5 cents Cash Return = $3.19 # * __*	Expected distribution for half-year to 31 Dec 2012 Main Return Residual Return February 2013 April 2013 Targeted for June 2013, but in any event no later than December 2013 5.5 cents $2.95 $0.24 Dist’n of Distributable Income Dist’n of trust capital $0.95 Capital gain to be grossed up to $1.90 Proceeds on cancellation for calculation of capital gain or loss $2.86 AIFT Dividend Capital return up to $0.02 up to $0.07 Assessable income; fully franked Reduces cost base; may cause capital gain 9 cents AIFL Dividend Capital return up to $0.06 up to $0.19 Assessable income; fully franked Reduces cost base; may cause capital gain AIFL $0.24 Regular distribution 5.5 cents Reduces cost base AIFT 5.5 cents nil AIFL – nil – AIFT – – Cancellati on of AIFT Unit $1.01 $0.91 No tax effect Dist’n = 5.5 cents Cash Return = $3.19 # * __*
	5.5 cents nil	$0.95 up to $0.02 up to $0.07 $1.01 $0.91
	Capital gain to be grossed up to $1.90 Proceeds on cancellation for calculation of capital gain or loss Assessable income; fully franked Reduces cost base; may cause capital gain Reduces cost base – No tax effect

While the rounded components of the payments from AIFT under the Main Return in scenario 2 add up to $2.87, $2.86 is the rounded sum of the non-rounded components of those payments.

• While the rounded components of the payments from AIFL under the Residual Return in scenario 2 add up to $0.25, $0.24 is the rounded sum of the non-rounded components of those payments. Timing is indicative only. Additionally, on the winding-up of AIFL, which is expected to occur by June 2014, a small winding-up distribution may be paid to AIX securityholders (in their capacity as AIFL shareholders).

9

==> picture [139 x 44] intentionally omitted <==

Management arrangements for AIX

• Current management arrangements comprise a base management fee and a performance fee payable to Hastings Funds Management Limited (“HFML”):

• ˗ Monthly base fee, equal to 1% per annum of average AIX market capitalisation for relevant month

• ˗ Performance fee, equal to 10% of outperformance against ASX200 Industrials Accumulation Index, adjusted for distributions

• If the Proposed Transaction proceeds, the current management fee arrangements will be replaced by:

• ˗ From 24 August 2012 (date of announcement of the memorandum of understanding with Future Fund) until immediately prior to payment of the Main Return and cancellation of AIFT units (anticipated to occur by 30 April 2013):

  • base fee to be capped at $1,342,933 per month, calculated using the VWAP at 24 August 2012 (of $2.60)

  • if VWAP on the last day of any subsequent month is below $2.60, the lower VWAP to be applied for that month

• ˗ Upon cancellation of the AIFT units (other than that held by AIFL), a base fee and performance fee will be paid:

  • fixed performance fee of $54 million, for period from 1 July 2012 until cancellation of AIFT units

  • fixed base fee of $1 million, for period from cancellation of AIFT units until AIX is wound-up

• ˗ HFML will continue to be reimbursed for expenses incurred in managing AIX until it is wound-up

• HFML has agreed to:

• ˗ All amendments required to the AIX constituent documents to allow the Proposed Transaction to proceed

• ˗ Remain as manager and trustee of AIX until AIX is wound-up (subject to limited exceptions, ie. insolvency of AIX)

• ˗ Waive all base and performance fees that it would otherwise be entitled to until AIX is wound-up

10

==> picture [139 x 44] intentionally omitted <==

Reasons to vote in favour of Proposed Transaction

1 The estimated Cash Return reflects a substantial premium to the pre-announcement trading price of AIX securities

==> picture [732 x 253] intentionally omitted <==

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

49.3% 30.5% 24.0% 21.1%
premium premium premium premium $3.21
$2.65
$2.59
$2.46
$2.15
AIX AIX 3 month VWAP on AIX 1 month VWAP on AIX security price on Midpoint of estimated distributions
12 month VWAP on 23-Aug-2012 23-Aug-2012 23-Aug-2012 under Cash Return
23-Aug-2012
----- End of picture text -----

23 August 2012 being the last full day of trading prior to the Proposed Transaction with the Future Fund first being announced

11

==> picture [139 x 44] intentionally omitted <==

Reasons to vote in favour of Proposed Transaction (continued)

The Independent Expert concluded that the Proposed Transaction is fair and reasonable to, and in the 2 best interests of, AIX securityholders in the absence of a superior proposal

• The Independent Expert estimates the current value of:

==> picture [498 x 274] intentionally omitted <==

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

$3.55
$3.19
$3.12
•
Independent expert value (low) Midpoint of Independent Expert's assessment Independent expert value (high)
of the current value of consideration
----- End of picture text -----*

• ˗ AIX securities to be between $3.12 and $3.55 per security, and

• ˗ the consideration to be paid to AIX securityholders to be between $3.17 and $3.21 per security

• The Independent Expert states that:

• ˗ the Proposed Transaction delivers a significant premium to the price at which AIX securities were trading prior to the first announcement in relation to the Proposed Transaction

• ˗ the price of AIX securities is likely to fall in the absence of the Proposed Transaction, assuming there is no speculation as to an alternative or revised proposal, under current market conditions and given AIX’s current ownership structure

• ˗ a superior alternative proposal is unlikely

• Being the net present value of the Cash Return of between $3.19 and $3.23 and distribution of 5.5 cents per AIX security

12

==> picture [139 x 44] intentionally omitted <==

Reasons to vote in favour of Proposed Transaction (continued)

The purchase price under the Proposed Transaction is at a premium to the aggregate 3 **asset values at 30 June 2012 ***

The Independent Directors consider the Proposed Transaction is the most favourable option presently available to AIX securityholders

• At 30 June 2012, the midpoint of the independently assessed value of AIX’s assets was $1.8 billion, or $2.93 per AIX security

• The aggregate purchase price for the assets of $2.0 billion represents a 10.1% premium to the mid point of the independent valuation at 30 June 2012 *

AIX security price against net asset value

==> picture [367 x 199] intentionally omitted <==

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

$4.00 29 Jun 12: AIX announces that AIFL and
Hastings boards have reached an in-principle
$3.50 agreement to internalise management
$3.00
$2.50
$2.00
$1.50
$1.00
8 Nov 11: AIX announces that AIFL and 24 Aug 12: AIX
Hatings boards are in discussions regarding announces MOU with
$0.50 a potential restructure to internalise the Future Fund
management
–
Jun-02 Jun-03 Jun-04 Jun-05 Jun-06 Jun-07 Jun-08 Jun-09 Jun-10 Jun-11 Jun-12
AIX Security price Historical NAV per AIX Security
----- End of picture text -----

• The Independent Directors have:

• assessed the Proposed Transaction against alternatives including:

  • continuing to trade as a listed entity and internalising management

  • a sale of AIX, or the full or partial sale of AIX’s assets, to a party other than the Future Fund or its nominee(s)

• considered the risks associated with the Proposed Transaction, such as one or more asset sales not completing

• not received another proposal and consider that the likelihood of another party making an offer is low, and

• consider that the Proposed Transaction is the most favourable option presently available to AIX securityholders

If the Proposed Transaction is not approved and no other superior proposal emerges, there is a 5 risk that the AIX security price will fall

• The AIX security price at close of trade on 6 December 2012 had increased 18.9% since close of trade on 23 August 2012, being the last full trading day before the first announcement in relation to the Proposed Transaction

• KPMG Corporate Finance is engaged by AIX to provide an independent valuation of each of the assets on a semi-annual basis for financial reporting purposes

13

==> picture [139 x 44] intentionally omitted <==

Possible disadvantages and risks of Proposed Transaction

Possible disadvantages

Risks

AIX securityholders may want to maintain their exposure to AIX’s infrastructure assets or the AIX portfolio 1

The estimated payments to AIX securityholders may be lower than anticipated 1

The timing of the Cash Return may not suit the individual circumstances of AIX securityholders 2

The estimated payments to AIX securityholders may not be made within the anticipated timeframe

AIX securityholders may consider there is a possibility of a superior proposal emerging 3

The sale of one or more of AIX’s assets may not complete by 30 April 2013

The tax consequences of the Proposed Transaction may 4 not be optimal for some AIX securityholders

4

Payment of the Residual Return requires further approval

AIX securityholders may disagree with the recommendation of the Independent Directors or the 5 conclusion of the Independent Expert

14

==> picture [139 x 44] intentionally omitted <==

Key dates

Key dates for the EGM

Last time and date for receipt of Proxy Form for the EGM 10.30am on Sunday, 13 January 2013 Time and date to determine your eligibility to vote at the EGM 7.00pm on Sunday, 13 January 2013 AIX AGM 10.00am on Tuesday, 15 January 2013 From 10.30am on Tuesday, 15 January 2013 or the EGM conclusion of the AIX AGM, if later Key process dates, that may change Completion of the pre-emptive rights sale processes for the relevant assets Early March 2013 Completion of the transactions comprising the Asset Sale Mid-March 2013 Completion of special review and due diligence process to determine AIX’s financial Mid-April 2013 position Mid-April 2013 – to be announced by AIX at least 7 Record Date – time and date to determine your eligibility to receive the Main Return Business Days in advance Payment of the Main Return to AIX securityholders Late April 2013 Targeted for late June 2013, but in any event no later Payment of the Residual Return to AIX securityholders than 31 December 2013 On payment of the Residual Return, or otherwise by late Delisting of AIX October 2013 Expected winding-up and payment of any winding-up distribution to AIX securityholders By June 2014

This timetable is indicative only and AIX has the right to vary these times and dates and will announce any variations to the ASX. Additionally, the expected dates are subject to change depending on future events and are dependent on events outside of AIX’s control. Any change to this timetable will be notified to ASX and posted on AIX’s website at www.hfm.com.au/asxlisted/funds/aif/

• At this point, payment(s) will be made to AIX securityholders in their capacity as AIFL Shareholders and on the assumption that the AIX securityholders will continue to be AIFL shareholders at the relevant record dates. Additional approvals will be sought at a general meeting before payment of the Residual Return.

15

==> picture [139 x 44] intentionally omitted <==

Resolutions to be considered at the EGM

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

1

Approval of the Asset Sale

2

Amendments to AIFT constitution

3

Amendment to AIFL constitution

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

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

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

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

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

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

De-stapling of AIFL shares and AIFT units

Equal capital return by AIFL 5

Acquisition of AIFT unit by AIFL 6

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

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

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

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

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

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

16

==> picture [139 x 44] intentionally omitted <==

Important information and disclaimer

This presentation has been prepared by Hastings Funds Management Limited ABN 27 058 693 388 (Hastings), holder of Australian Financial Services license number 238309, as manager and responsible entity for the Australian Infrastructure Fund (AIX). Hastings is a subsidiary of Westpac Banking Corporation ABN 33 007 457 141 (Westpac).

The information contained in this presentation is for informational purposes only, is in a summary form and does not purport to be complete. The Explanatory Booklet that AIX is sending to AIX Securityholders in relation to the Proposed Transaction contains further information and details regarding the matters covered in this presentation. AIX Securityholders should not make any decision in relation to the Proposed Transaction until they have read the Explanatory Booklet in its entirety and considered the Proposed Transaction having regard to their own personal risk profile, investment strategy and tax circumstances. This presentation does not constitute an offer to issue or arrange to issue financial products. The information contained in this presentation is not financial product advice. This presentation has been prepared without taking into account the investment objectives, financial situation or particular needs of any particular person.

Neither Hastings, Westpac or any other members 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 by Hastings in its capacity as responsible entity of AIX.

Some of the statements appearing in this presentation may be in the nature of forward looking statements. You should be aware that such statements are only predictions and are subject to inherent risks and uncertainties. Those risks and uncertainties include factors and risks specific to the industry in which AIX operates as well as general economic conditions, prevailing exchange rates and interest rates and conditions in the financial markets. Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement. None of AIX, AIX’s officers and employees, Hastings, Hastings’ officers and employees or any persons named in this presentation or the Explanatory Booklet with their consent or any person involved in the preparation of this presentation or the Explanatory Booklet, makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, except to the extent required by law. You are cautioned not to place undue reliance on any forward looking statement. The forward looking statements in this presentation reflect views held only as at the date of this presentation. Past performance is no guarantee of future performance.

The release, publication or distribution of this presentation in jurisdictions other than Australia may be restricted by law or regulation in such other jurisdictions and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable laws or regulations. This presentation has been prepared in accordance with Australian law and the information contained in this presentation may not be the same as that which would have been disclosed if this presentation had been prepared in accordance with the laws and regulations outside Australia.

Any diagrams, charts, maps, graphs and tables appearing in this presentation are illustrative only and may not be drawn to scale. Unless stated otherwise, all data contained in diagrams, charts, maps, graphs and tables is based on information available at the date of this presentation. All data in this presentation has been calculated using the most accurate sources available, however any rates or totals manually calculated may differ from those shown due to rounding.

Unless the contrary intention appears or the context requires otherwise, words and phrases used in this presentation have the same meaning and interpretation as in the Explanatory Booklet.

17