FUTURE GENERATION AUSTRALIA LIMITED — Proxy Solicitation & Information Statement 2013

May 21, 2013

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

Total pages: 26

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

ASX Announcement

Australian Infrastructure Fund (AIX)

22 May 2013

Residual Return Notice of General Meeting and Explanatory Booklet

Australian Infrastructure Fund Limited and Hastings Funds Management Limited, as responsible entity of the Australian Infrastructure Fund Trust (together, “AIX”), announced today the release of the Notice of General Meeting of Australian Infrastructure Fund Limited (“AIFL”) and the Explanatory Booklet, copies of which have been sent to AIX securityholders.

The purpose of the General Meeting is for AIX securityholders (in their capacity as AIFL shareholders) to consider a resolution to approve payment of the Residual Return.

The General Meeting is to be held on Friday 21 June 2013, commencing at 11:00am (AEST), at the Park Hyatt Melbourne, 1 Parliament Square, off Parliament Place, Melbourne, Victoria.

The Explanatory Booklet explains the proposal for payment of the Residual Return and contains information that is material to securityholders in making an informed decision on how to vote on the resolution that is required for payment of the Residual Return.

The AIFL Directors consider that payment of the Residual Return is in the best interests of AIX securityholders (in their capacity as AIFL shareholders) and recommend that securityholders vote in favour of the proposed resolution.

AIX securityholders should contact the AIX Information Line on 1800 606 449 (toll-free in Australia) or +61 2 8256 3382 (outside Australia) if they have any questions regarding the Residual Return.

For further enquiries, please contact:

Simon Ondaatje Head of Investor Relations

Hastings Funds Management Tel: +61 3 8650 3600 Fax: +61 3 8650 3701 Email: investor_relations@hfm.com.au Website: www.hfm.com.au/aix

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Jane Frawley 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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22 May 2013

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

All correspondence to:

Computershare Investor Services Pty Limited GPO Box 2975 Melbourne Victoria 3001 Australia

Enquiries

(within Australia) 1300 662 010 (outside Australia) 61 3 9415 4107 www.investorcentre.com/contact www.hfm.com.au

000001 000 SAM MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

1301011221012102012221332120133322113

Dear Securityholder,

Australian Infrastructure Fund Limited General Meeting

On behalf of Australian Infrastructure Fund Limited and Hastings Funds Management Limited as responsible entity of the Australian Infrastructure Fund Trust (together, AIX), I am pleased to invite you to the general meeting of Australian Infrastructure Fund Limited to be held at the Park Hyatt Melbourne, 1 Parliament Square, off Parliament Place, Melbourne VIC at 11am (AEST) on Friday 21 June 2013.

AIX has sold each of its infrastructure assets and is in a position to return substantially all of its cash reserves, including the net proceeds of the asset sales, to securityholders. As announced to ASX on 13 May 2013, the Main Return is expected to be paid on 30 May 2013. Approval for the payment of the Residual Return to securityholders is now being sought at the present general meeting.

You should read the enclosed Explanatory Booklet in full before deciding how to vote at the general meeting. If you are in any doubt as to what action you should take, you should seek financial, tax or other professional advice. If you have any questions, please call the AIX Information Line on 1800 606 449 (toll-free for calls made from within Australia) or +612 8256 3382 (for calls made from outside Australia).

If you are attending the general meeting, please bring this letter with you to assist with registration. If you are unable to attend the meeting, you are encouraged to complete the enclosed proxy form. The proxy form should be returned in the envelope provided or faxed to our registry, Computershare Investor Services on 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia).

Alternatively, the proxy form can be completed electronically, by visiting www.investorvote.com.au and following the instructions provided. Note that a proxy cannot be appointed online if appointed under power of attorney or similar authority. The last time and date for receipt of the proxy form is 11am (AEST) on Wednesday 19 June 2013.

Yours sincerely,

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Paul Espie Chairman Australian Infrastructure Fund Limited

Australian Infrastructure Fund (AIX)

Hastings Funds Management Limited

ABN 27 058 693 388 AFSL No. 238309

Australian Infrastructure Fund Limited

ABN 97 063 935 553

Lodge your vote:



Online:

www.investorvote.com.au



By Mail:

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

T 000001 000 AIX MR SAM SAMPLE FLAT 123 123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 132 288 (outside Australia) +61 3 9415 4054

Proxy Form - General Meeting



Vote online 24 hours a day, 7 days a week:

www.investorvote.com.au

Your secure access information is:

Cast your proxy vote

Control Number: 999999

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

Review and update your securityholding

 For your vote to be effective it must be received by 11am (AEST) Wednesday, 19 June 2013

This is an important document relating to the Residual Return Resolution and requires your immediate attention. You should read the accompanying Explanatory Booklet carefully before completing this form. If you are in doubt about how to deal with this form, please contact your financial or other professional adviser.

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking the box opposite the item of business. If you do not mark the box your proxy may vote as they choose.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for AIX, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

A proxy need not be a securityholder of AIX.

Samples/000001/000001/i

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

Proxy Form - General Meeting

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

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

I 9999999999 I ND

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Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a shareholder of Australian Infrastructure Fund Limited hereby appoint

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the Chairman of the Meeting

OR

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the General Meeting on my/our behalf and to vote in accordance with the following direction (or if no direction has been given, as the proxy sees fit) at the General Meeting of Australian Infrastructure Fund Limited to be held at the Park Hyatt Melbourne, 1 Parliament Square, off Parliament Place, Melbourne Victoria on Friday, 21 June 2013 at 11am (AEST) and at any postponement or adjournment of the General Meeting.

Items of Business

 PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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Item 1 Equal capital return by AIFL (AIFL only)

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This Proxy Form relates to the Australian Infrastructure Fund Explanatory Booklet and should be read in conjunction with the Booklet.

The Chairman of the Meeting intends to vote all available proxies in favour of the item of business.

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

9 9 9 9 9 9 A

A I X

Australian Infrastructure Fund (AIX)

Hastings Funds Management Limited

ABN 27 058 693 388 AFSL No. 238309 Australian Infrastructure Fund Limited

ABN 97 063 935 553

Lodge your vote:

 Online:

www.investorvote.com.au

 By Mail:

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

T 000002 000 AIXRM MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

Alternatively you can fax your form to (within Australia) 1800 783 447 (outside Australia) +61 3 9473 2555

For Intermediary Online subscribers only (custodians) www.intermediaryonline.com

For all enquiries call:

(within Australia) 1300 132 288 (outside Australia) +61 3 9415 4054

Proxy Form - General Meeting



Vote online 24 hours a day, 7 days a week:

www.investorvote.com.au

Your secure access information is: Control Number: 999999

Cast your proxy vote

PIN: 99999

Review and update your securityholding

 PLEASE NOTE: For security reasons it is important that you keep your SRN/HIN confidential.

 For your vote to be effective it must be received by 11am (AEST) Wednesday, 19 June 2013

This is an important document relating to the Residual Return Resolution and requires your immediate attention. You should read the accompanying Explanatory Booklet carefully before completing this form. If you are in doubt about how to deal with this form, please contact your financial or other professional adviser.

How to Vote on Items of Business

All your securities will be voted in accordance with your directions.

Appointment of Proxy

Voting 100% of your holding: Direct your proxy how to vote by marking the box opposite the item of business. If you do not mark the box your proxy may vote as they choose.

Voting a portion of your holding: Indicate a portion of your voting rights by inserting the percentage or number of securities you wish to vote in the For, Against or Abstain box or boxes. The sum of the votes cast must not exceed your voting entitlement or 100%.

Appointing a second proxy: You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you appoint two proxies you must specify the percentage of votes or number of securities for each proxy, otherwise each proxy may exercise half of the votes. When appointing a second proxy write both names and the percentage of votes or number of securities for each in Step 1 overleaf.

Signing Instructions for Postal Forms

Individual: Where the holding is in one name, the securityholder must sign.

Joint Holding: Where the holding is in more than one name, all of the securityholders should sign.

Power of Attorney: If you have not already lodged the Power of Attorney with the registry, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: Where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please sign in the appropriate place to indicate the office held. Delete titles as applicable.

Attending the Meeting

Bring this form to assist registration. If a representative of a corporate securityholder or proxy is to attend the meeting you will need to provide the appropriate “Certificate of Appointment of Corporate Representative” prior to admission. A form of the certificate may be obtained from Computershare or online at www.investorcentre.com under the information tab, "Downloadable Forms".

Comments & Questions: If you have any comments or questions for AIX, please write them on a separate sheet of paper and return with this form.

GO ONLINE TO VOTE,  or turn over to complete the form

A proxy need not be a securityholder of AIX.

Samples/000002/000002/i

MR RETURN SAMPLE 123 SAMPLE STREET SAMPLE SURBURB SAMPLETOWN VIC 3030

Proxy Form - General Meeting

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

Change of address. If incorrect, mark this box and make the correction in the space to the left. Securityholders sponsored by a broker (reference number commences with ’ X ’) should advise your broker of any changes.

I ND

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Please mark

to indicate your directions

Appoint a Proxy to Vote on Your Behalf

XX

I/We being a shareholder of Australian Infrastructure Fund Limited hereby appoint

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the Chairman of the Meeting

OR

 PLEASE NOTE: Leave this box blank if you have selected the Chairman of the Meeting. Do not insert your own name(s).

or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the General Meeting on my/our behalf and to vote in accordance with the following direction (or if no direction has been given, as the proxy sees fit) at the General Meeting of Australian Infrastructure Fund Limited to be held at the Park Hyatt Melbourne, 1 Parliament Square, off Parliament Place, Melbourne Victoria on Friday, 21 June 2013 at 11am (AEST) and at any postponement or adjournment of the General Meeting.

Items of Business

 PLEASE NOTE: If you mark the Abstain box for an item, you are directing your proxy not to vote on your behalf on a show of hands or a poll and your votes will not be counted in computing the required majority.

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Item 1 Equal capital return by AIFL (AIFL only)

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This Proxy Form relates to the Australian Infrastructure Fund Explanatory Booklet and should be read in conjunction with the Booklet.

The Chairman of the Meeting intends to vote all available proxies in favour of the item of business.

SIGN Signature of Securityholder(s) This section must be completed.

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

Individual or Securityholder 1 Securityholder 2 Securityholder 3
Sole Director and Sole Company Secretary Director Director/Company Secretary
Contact
Contact Daytime / /
Name Telephone Date
----- End of picture text -----

9 9 9 9 9 9 A

A I X

This is an imporTanT documenT and requires your immediate attention. You should read this Explanatory Booklet in full before making any decision as to how to vote on the resolution to be considered at the Meeting. If you are in any doubt as to what you should do, you should consult your broker or financial or other professional adviser.

australian infrastructure Fund Limited (aBn 97 063 935 553) and australian infrastructure Fund (arsn 089 889 761), collectively aiX Explanatory Booklet

Notice of general meeting to be held on 21 June 2013

The aiFL directors unanimously recommend that you vote in favour of the residual return resolution to be considered at the meeting

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Financial Adviser

Legal Adviser

Important Notices

General

This document is important. You should read it in full before making any decision as to how to vote on the Residual Return Resolution. A Proxy Form for the Meeting is enclosed.

purpose of this explanatory Booklet

This Explanatory Booklet comprises a Notice of Meeting issued by AIFL and an explanatory memorandum issued by AIFL and Hastings as responsible entity of AIFT.

This Explanatory Booklet provides AIX Securityholders with information which is material to your decision whether or not to vote in favour of the Residual Return Resolution.

asic

In accordance with section 256C(5) of the Corporations Act, a copy of this Explanatory Booklet has been lodged with ASIC. Neither ASIC nor any of its officers take any responsibility for the contents of this Explanatory Booklet.

preparation and responsibility

Other than as set out below, this Explanatory Booklet has been prepared by AIFL and Hastings as responsible entity of AIFT.

Greenwoods & Freehills has prepared the letter contained in Section 2 of this Explanatory Booklet and is responsible for that letter and any statements based on it. Greenwoods & Freehills is not responsible for any other information contained in this Explanatory Booklet. AIX Securityholders should read the letter contained in Section 2 of this Explanatory Booklet carefully.

Except to the extent they are responsible under law, AIFL and Hastings (in any capacity) do not assume responsibility for the accuracy or completeness of the letter contained in Section 2 of this Explanatory Booklet.

investment decisions

This Explanatory Booklet does not take into account the investment objectives, financial situation, tax position or requirements of any particular person. The information contained in this Explanatory Booklet is not financial product advice. This Explanatory Booklet should not be relied on as the sole basis for any investment decision in relation to AIX Securities. You should seek independent financial and taxation advice before making any decision in relation to AIX Securities or the Residual Return Resolution. It is important that you read this Explanatory Booklet in full before making any decision as to how to vote on the Residual Return Resolution.

Forward looking statements

This Explanatory Booklet contains forward looking statements which are subject to known and unknown risks, uncertainties and other factors that could cause the actual results, performance or achievements of AIX to vary materially from those expressed or implied in such forward looking statements.

Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement and deviations are both normal and to be expected. None of AIFL, Hastings (in any capacity) or any person named in this Explanatory Booklet makes any representation or warranty (either 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. You are cautioned not to place undue reliance on those statements.

The forward looking statements in this Explanatory Booklet reflect views held only as at the date of this Explanatory Booklet.

notice to foreign persons

This Explanatory Booklet has been prepared to comply with the requirements of the laws of Australia, which may differ from the requirements in jurisdictions outside of Australia.

privacy and personal information

AIFL, Hastings and the AIX Registry may collect personal information in the process of implementing the payment of the Residual Return.

The personal information may include the names, addresses, other contact details, bank account details and details of the holdings of AIX Securityholders, and the names of individuals appointed by AIX Securityholders as proxies, corporate representatives or attorneys at the Meeting.

The collection of some of this information is required or authorised by the Corporations Act. AIX Securityholders who are individuals and the other individuals in respect of whom personal information is collected have certain rights to access the personal information collected in relation to them. Such individuals should contact the AIX Company Secretary at companysecretary@hfm.com.au if they wish to exercise those rights.

If the information outlined above is not collected, AIX may be hindered in, or prevented from, conducting the Meeting or implementing the payment of the Residual Return effectively or at all.

The information may be disclosed to related bodies corporate of AIFL or Hastings, third party service providers, including print and mail service providers and parties otherwise involved in the conduct of the Meeting, professional advisers and to regulatory authorities, and also where disclosure is otherwise required or allowed by law.

AIX Securityholders who appoint an individual as their proxy, corporate representative or attorney to vote at the Meeting should ensure that they inform that individual of the matters outlined above.

defined terms and financial information

Certain terms used in this Explanatory Booklet have been defined in the Glossary in Section 3 of this Explanatory Booklet.

All financial and operational information contained in this Explanatory Booklet is stated as at the date of this Explanatory Booklet, unless otherwise specified. Currency amounts are in Australian dollars, unless otherwise specified.

date

This Explanatory Booklet is dated 16 May 2013.

Contents

Contents	Contents
Letter from the chairman of aiFL		1
Key	dates for the residual return	2
Key	dates for the main return	2
What actions are required?		3
enquiries		3
1	Key information	4
1.1	The Residual Return Resolution	4
1.2	Key consequences of payment of the Residual Return	5
1.3	Effects on AIX of the payment of the Residual Return	5
1.4	Directors’ interests	6
1.5	AIFL Directors’ recommendation	7
1.6	Consent and disclaimer	7
1.7	Other information	7

2 Tax implications	8
3 Glossary	13
annexure 1 – notice of meeting	15
corporate directory	iBc

Letter from the Chairman of AIFL

‘The AIFL Directors unanimously recommend that AIX Securityholders (in your capacity as AIFL Shareholders) vote in favour of the Residual Return Resolution. All of the AIFL Directors intend to vote all AIX Securities held or controlled by them in favour of the Residual Return Resolution.’

Dear AIX Securityholder

recommended resolution for payment of the residual return

On behalf of Australian Infrastructure Fund Limited and Hastings Funds Management Limited as responsible entity of Australian Infrastructure Fund (together, AIX), I am pleased to advise that the sale of each of AIX’s Assets has completed, as announced to ASX on 15 April 2013. AIX has also completed the special review and due diligence process to determine its financial position.

AIX is now in a position to return substantially all of AIX’s cash reserves (including the net proceeds of the sale of AIX’s Assets) to AIX Securityholders. The first part of the return, referred to as the Main Return and totalling $3.018576 per AIX Security, is expected to be paid on 30 May 2013. Further details regarding the Main Return are contained in AIX’s announcement to ASX dated 13 May 2013. Following implementation of the steps to pay the Main Return, you will cease to be an AIFT Unitholder due to the cancellation of your AIFT Units, but will continue to be an AIFL Shareholder.

The second part of the return, referred to as the Residual Return, is expected to be paid to AIX Securityholders on 8 July 2013. The Residual Return is expected to be $0.173924 per AIX Security, and comprise a capital return from AIFL only. In light of this, the recommendation to approve the Residual Return is a recommendation from the AIFL Directors. This recommendation is supported by Hastings, as responsible entity of Australian Infrastructure Fund.

AIX Securityholders provided the approvals necessary for payment of the Main Return at the EGM held on 15 January 2013. The Residual Return, being an equal capital return per AIFL Share, requires your further approval (in your capacity as an AIFL shareholder) at the Meeting to be held on 21 June 2013. The outcome of the Meeting will not affect payment of the Main Return. Rather, if the Residual Return Resolution is not approved, AIFL will not be able to pay the Residual Return of up to $0.173924 per AIX Security at this time and AIX Securityholders (in their capacity as AIFL Shareholders) would not receive the Residual Return until the winding-up of AIFL.

If approval is received for the Residual Return, the total payments to be received by AIX Securityholders in the form of the Main Return and the Residual Return, is expected to equal approximately $3.192500 per AIX Security.

The AIFL Directors unanimously recommend that AIX Securityholders (in your capacity as AIFL Shareholders) vote in favour of the Residual Return Resolution. All of the AIFL Directors intend to vote all AIX Securities held or controlled by them in favour of the Residual Return Resolution.

To assist with your consideration of the Residual Return Resolution, I urge you to read this Explanatory Booklet in full having regard to your own personal circumstances. The tax implications of the Residual Return are set out in the letter contained in Section 2 of this Explanatory Booklet.

I encourage you to attend the Meeting on Friday, 21 June 2013 or appoint a proxy, attorney or corporate representative (in the case of corporate securityholders) to vote on your behalf.

If you have any queries, please contact the AIX Information Line on 1800 606 449 (toll-free within Australia) or +61 2 8256 3382 (for calls made from outside Australia).

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paul espie Chairman Australian Infrastructure Fund Limited

Explanatory Booklet 1

Key dates for the Residual Return

Last time and date for receipt of proxy Form	11.00am on Wednesday, 19 June 2013
for the meeting
Time and date to determine your eligibility	7.00pm on Wednesday, 19 June 2013
to vote at the meeting
The meeting	11.00am on Friday, 21 June 2013
Last date to trade aiX securities on	Monday, 24 June 2013
a ‘pre-residual return’ basis
First date to trade aiX securities on an	Tuesday, 25 June 2013
‘ex residual return’ basis
record date – time and date to determine	Monday, 1 July 2013
your eligibility to receive the residual return
payment of the residual return*	Monday, 8 July 2013
delisting of aiX	On or after Tuesday, 9 July 2013
expected winding-up and distribution of any	As soon as practicable
remaining assets to aiX securityholders*

• At this point, payment(s) will be made to AIX Securityholders in their capacity as AIFL Shareholders and on the assumption that AIX Securityholders will continue to be AIFL Shareholders at the relevant record dates.

Additional approvals will be sought at a general meeting before the winding-up of AIFL. The date for winding-up is dependent on many factors, some of which are outside AIX’s control. While the winding-up is targeted to occur prior to the end of June 2014, it could be delayed until after this time.

Key dates for the Main Return

record date – time and date to determine Wednesday, 22 May 2013 your eligibility to receive the main return payment of the main return and cancellation Thursday, 30 May 2013 of your aiFT units

These timetables are indicative only and AIX has the right to vary these times and dates and will announce any variations to ASX. Any change to these timetables will be notified to ASX and posted on AIX’s website at www.hfm.com.au/asxlisted/funds/aif/.

2 Explanatory Booklet

What actions are required?

Step 1 Read this Explanatory Booklet and seek advice as appropriate

This is an important document. You should read this Explanatory Booklet and the accompanying Notice of Meeting in full before deciding how to vote at the Meeting.

If you are in any doubt as to what action you should take, you should seek financial, tax or other professional advice before making any decision in relation to your AIX Securities and how to vote at the Meeting.

Ste 2 Vote on the Residual Return Resolution p

You may vote on the Residual Resolution to be considered at the Meeting if you are registered on the AIX Security Register at 7.00pm (Melbourne time) on Wednesday, 19 June 2013. You may vote in person or by proxy.

If you wish to vote in person at the Meeting, you should attend the Meeting at the Park Hyatt Melbourne, 1 Parliament Square, off Parliament Place, Melbourne VIC 3002 on Friday, 21 June 2013. The Meeting will be held at 11.00am (Melbourne time).

If you wish to appoint a proxy for the Meeting, you must complete and lodge the enclosed Proxy Form so that it is received no later than 11.00am (Melbourne time) on Wednesday, 19 June 2013. Completed Proxy Forms may be lodged by:

• mailing it to the AIX Registry, Computershare Investor Services Pty Limited, GPO Box 242 Melbourne, VIC 3001;

• hand delivering it to the AIX Registry at Yarra Falls, 452 Johnston Street, Abbotsford, VIC 3067;

• faxing it to the AIX Registry on 1800 783 447 (within Australia) or +61 3 9473 2555 (outside Australia);

• lodging it online on the AIX Registry’s website at www.investorvote.com.au using the Control Number located on the front of your Proxy Form; or

• for custodians, lodging it online at www.intermediaryonline.com.

Refer to the enclosed Proxy Form and the Notice of Meeting contained in Annexure 1 of this Explanatory Booklet for more information on how to complete and lodge the Proxy Form.

Enquiries

If you have any questions about the Residual Return Resolution or the content of this Explanatory Booklet, please call the AIX Information Line on 1800 606 449 (toll-free for calls made from within Australia) or +61 2 8256 3382 (for calls made from outside Australia) between 9.00am and 5.00pm (Melbourne time), Monday to Friday.

Explanatory Booklet

3

AIX Securityholders (in their capacity as AIFL Shareholders) are being asked to consider a resolution to approve a capital return from AIFL of up to $0.173924 per AIFL Share (the Residual Return Resolution).

The capital return forms the expected Residual Return of $0.173924 per AIFL Share. The EGM Explanatory Booklet (a copy of which can be downloaded from the AIX website at www.hfm.com.au/asxlisted/funds/aif/) contemplated that the Residual Return would comprise both a fully-franked dividend and a capital return from AIFL. As the fully-franked dividend from AIFL under the Main Return is expected to be increased to $0.073434 per AIFL Share, the Residual Return will comprise solely a capital return from AIFL.

Approval of the Residual Return Resolution will allow AIX Securityholders to receive the maximum amount of cash from the Asset sales as early as possible. If the Residual Return Resolution is approved, AIX Securityholders are expected to receive payment of the Residual Return on 8 July 2013. If the Residual Return Resolution is not approved, AIX will not be able to pay the Residual Return at this time.

Approval of the Residual Return Resolution will not affect payment of the Main Return, of $3.018576 per AIX Security, which is expected to be paid on 30 May 2013. AIX Securityholders provided their approval for payment of the Main Return at the EGM held on 15 January 2013.

If the Residual Return Resolution is approved, the total payments to be received by AIX Securityholders in the form of the Main Return and the Residual Return, are expected to equal approximately $3.192500 per AIX Security.

Please refer to the letter from Greenwoods & Freehills at Section 2 of this Explanatory Booklet, which summarises the tax implications arising for AIFL and AIX Securityholders in connection with the Residual Return.

1.1 The residual return resolution

The Residual Return Resolution which AIX Securityholders (in their capacity as AIFL Shareholders) are being asked to consider is for AIFL to return, by way of an equal capital return, the amount of up to $0.173924 per AIFL Share.

The Residual Return is an equal capital return as it relates only to ordinary shares, it applies to each AIFL Shareholder in proportion to the number of AIFL Shares that the AIFL Shareholder holds and the terms of the capital reduction are the same for each AIFL Shareholder.

The Residual Return Resolution is required under section 256C(1) of the Corporations Act. It is an ordinary resolution, requiring approval of more than 50% of the votes cast at the Meeting by AIFL Shareholders who are entitled to vote.

As this is a resolution required to be made by AIFL Shareholders in accordance with the Corporations Act, only the AIFL Directors are recommending that AIX Securityholders vote in favour of the Residual Return Resolution. Hastings as responsible entity of AIFT supports this recommendation.

In addition to requiring shareholder approval, AIFL may only reduce its capital if, at the time of the reduction, it:

• is fair and reasonable to AIFL Shareholders as a whole; and

• does not materially prejudice AIFL’s ability to pay its creditors.

As at the date of this Explanatory Booklet, the AIFL Directors:

• consider that the Residual Return is fair and reasonable to AIFL Shareholders as a whole; and

• believe that the Residual Return will not materially prejudice AIFL’s ability to pay its creditors, after having undertaken a review of AIFL’s assets and liabilities.

4 Explanatory Booklet

The AIFL Directors have also satisfied themselves as to the solvency of AIFL following payment of the Residual Return.

If the Residual Return Resolution is not approved, AIFL will not be permitted to pay the Residual Return at this time. In this event, AIX Securityholders (in their capacity as AIFL Shareholders) would not receive the Residual Return until the winding-up of AIFL. While the winding-up will commence as soon as practicable and is targeted to occur prior to the end of June 2014, the date for winding-up is dependent on many factors, some of which are outside AIX’s control, and the winding-up could conceivably commence later than June 2014. In any case, it would be subject to approval by special resolution of AIFL Shareholders at that time.

1.2 Key consequences of payment of the residual return

Subject to the approval of AIX Securityholders (in their capacity as AIFL Shareholders), the Residual Return is expected to be paid on 8 July 2013, approximately five weeks after payment of the Main Return. This is consistent with the timing outlined in the EGM Explanatory Booklet, which provided that AIX would seek to pay the Residual Return as early as possible, and by 31 December 2013, at the latest.

To be eligible to receive the Residual Return you need to be a registered AIX Securityholder on the Record Date, being 7.00pm on 1 July 2013. The last day to purchase AIX Securities which are eligible to receive the Residual Return is 24 June 2013.

Any AIX Securities traded on or after 25 June 2013 will only entitle the holder to the benefit of any remaining cash in AIX following payment of the Residual Return. Any winding-up distribution is expected to be minimal.

On payment of the Residual Return, AIX will apply to be delisted. Under ASX Listing Rule 17.11 ASX may, at its discretion, remove an entity from the ASX at the request of the entity.

After payment of the Residual Return and the delisting of AIX, AIFL will be an unlisted vehicle and you may not be able to easily sell your AIFL Shares, as the market for AIFL Shares may be small and it may be difficult to identify willing buyers. However, subject to finding a willing buyer, AIFL Shareholders can transfer their AIFL Shares until AIFL is wound-up. AIFL Shares can be transferred by sending a properly executed share transfer form (stamped if required by law), with any relevant documents of authority, to the AIX Registry.

AIX Securityholders should read the EGM Explanatory Booklet (subject to the content of this Explanatory Booklet) for further information.

1.3 effects on aiX of the payment of the residual return

effect on the aiX capital structure

Payment of the Residual Return will not affect the number of AIFL Shares held by any AIX Securityholder (in their capacity as an AIFL Shareholder) or the proportionate interest of an AIX Securityholder in the share capital of AIFL. AIFL does not have any partly paid shares or convertible securities on issue, so all AIX Securityholders will receive the same capital return per share on their AIFL Shares.

As explained in the EGM Explanatory Booklet, in implementing payment of the Main Return, all AIFT Units (other than the special AIFT Units to be held by AIFL or a wholly-owned subsidiary of AIFL) will be cancelled. This is expected to occur on 30 May 2013, before payment of the Residual Return.

effect on aiX’s financial position

The Residual Return will be funded from AIFL’s cash balance, which primarily comprises the net proceeds of the sale of the Assets previously held by AIFL, being its interest in Australia Pacific Airports Corporation (Melbourne and Launceston airports) and Statewide Roads.

Subject to approval by AIX Securityholders (in their capacity as AIFL Shareholders), the Residual Return is expected to be paid on 8 July 2013, approximately five weeks after payment of the Main Return. The total amount to be paid to AIX Securityholders under the Main Return and the Residual Return is expected to be approximately $3.192500 per AIX Security.

Explanatory Booklet 5

continued 1. Key information

Following payment of the Residual Return, AIX will then move towards commencing a voluntary winding-up process following the settlement of any residual liabilities. To the extent that there is any cash left in AIX, AIX Securityholders will continue to benefit from that remaining balance due to their ongoing capacity as AIFL Shareholders.

After payment of the Residual Return, it is expected that AIFL and its then wholly-owned entities will hold a remaining cash balance of approximately $12 million. This cash balance will be used to cover known liabilities, expected forecast expenses through to the winding-up of AIFL, and contingencies.

To the extent that there is any cash remaining in AIFL and its then wholly-owned entities on winding-up, this cash will be returned to AIX Securityholders.

1.4 directors’ interests

The Directors of AIFL are:

• Paul Espie;

• James Evans;

• John Harvey;

• Robert Humphris;

• Mike Hutchinson; and

• Robert Tsenin.

The Directors of Hastings are:

• Alan Cameron;

• Andrew Day;

• James Evans;

• James McDonald;

• Liam Forde;

• Stephen Gibbs; and

• Victoria Poole.

The following table lists the AIX Securities held by the Directors and their related entities as at the date of this Explanatory Booklet:

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director number beneficially held number beneficially held Total holdings
in own name in the name of another
paul espie Nil 906,668 906,668
John harvey 9,487 75,000 84,487
robert humphris Nil 300,000 300,000
mike hutchinson Nil 122,024 122,024
robert Tsenin 18,173 138,887 157,060
alan cameron Nil Nil Nil
andrew day Nil Nil Nil
James evans Nil Nil Nil
James mcdonald Nil 15,000 15,000
Liam Forde Nil Nil Nil
stephen Gibbs 139 Nil 139
Victoria poole Nil Nil Nil
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The Directors, whether as Directors, securityholders, creditors or otherwise, have no material interest in the Residual Return, the Residual Return Resolution or any other arrangements or matters described in this Explanatory Booklet, except in relation to the holdings of AIX Securities as set out above. The effect of the Residual Return on those interests is the same as its effect on the interests of other AIX Securityholders.

6 Explanatory Booklet

1.5 aiFL directors’ recommendation

The AIFL Directors unanimously recommend that AIX Securityholders (in the capacity as AIFL Shareholders) vote in favour of the Residual Return Resolution. As this is a resolution of AIFL, only the AIFL Directors are recommending that AIX Securityholders vote in favour of the Residual Return Resolution in accordance with the Corporations Act. Hastings as responsible entity of AIFT, supports this recommendation.

All of the AIFL Directors intend to vote all AIX Securities held or controlled by them in favour of the Residual Return Resolution.

As disclosed in the EGM Explanatory Booklet, James Evans, Robert Humphris and Robert Tsenin currently propose to retire as Directors of AIFL following payment of the Main Return, expected to be made on 30 May 2013. Paul Espie, Mike Hutchinson and John Harvey currently propose to retire as Directors of AIFL following payment of the Residual Return, expected to be made on 8 July 2013.

1.6 consent and disclaimer

Each of the parties named below as consenting parties:

• has given and has not, before lodgement of this Explanatory Booklet with ASIC, withdrawn its written consent to be named in this Explanatory Booklet in the form and context in which it is named;

• has given and has not, before the lodgement of this Explanatory Booklet with ASIC, withdrawn its consent to the inclusion of their respective statements and reports (where applicable) noted next to their names below, and the references to those statements and reports in the form and context in which they are included in the Explanatory Booklet;

• does not make, or purport to make, any statement in this Explanatory Booklet other than those statements referred to below in respect of that party’s name (and as consented to by that party); and

• to the maximum extent permitted by law, expressly disclaims and takes no responsibility for any statements in or omissions from this Explanatory Booklet.

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consenting party role
Computershare Investor Services Pty Limited AIX Registry
Credit Suisse Financial adviser to AIX
Greenwoods & Freehills Tax adviser, in relation to the letter contained in Section 2 of this
Explanatory Booklet and any statements based on that letter
Herbert Smith Freehills Legal adviser to AIX
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1.7 other information

There is no further information known to AIFL or Hastings as responsible entity of AIFT that is material to the decision of AIX Securityholders (in the capacity as AIFL Shareholders) on how to vote on the Residual Return Resolution.

If you are in any doubt as to what action you should take, you should seek financial, tax or other professional advice before making any decision in relation to your AIX Securities and how to vote at the Meeting.

Explanatory Booklet 7

8 Explanatory Booklet

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The Directors 16 May 2013 Hastings Funds Management Limited as responsible entity for Australian Infrastructure Fund Trust Level 27 35 Collins Street Melbourne VIC 3000 The Directors Australian Infrastructure Fund Limited Level 27 35 Collins Street Melbourne VIC 3000 Dear Directors

Summary of tax implications for AIX Securityholders

We have been instructed by AIX to prepare a summary of the expected Australian income tax (including capital gains tax ( CGT )), GST and stamp duty implications arising for AIX and AIX Securityholders in connection with the Residual Return for inclusion in the Explanatory Booklet in relation to the Residual Return Resolution. Greenwoods & Freehills Pty Limited has provided the income tax and GST advice and has given its consent to the inclusion of this letter in the Explanatory Booklet. Herbert Smith Freehills has provided the stamp duty advice and has given its consent to being named in this letter. Unless defined in this summary or the context indicates otherwise, all capitalised terms in this summary have the same meaning as those contained in the Explanatory Booklet. 1 Scope This summary is a general statement of the expected Australian income tax, CGT, GST and stamp duty implications arising for AIX Securityholders who receive the Residual Return. The summary is based on the Australian taxation law and administrative practice as at the date of this letter. The application of tax laws to AIX Securityholders will depend on their individual facts and circumstances and accordingly it is strongly encouraged that AIX Securityholders obtain their own independent taxation advice. The representatives of Greenwoods & Freehills Pty Limited involved in preparing this summary are not licensed to provide financial product advice in relation to dealing in securities. AIX Securityholders should consider seeking advice from a suitably qualified AFSL holder before making any decision in relation to the Residual Return Resolution. AIX Securityholders should also note that taxation is only one of the matters that may need to be considered when making a decision in respect of their AIX Securities. We have not addressed the tax treatment for:

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101 Collins Street Melbourne Vic 3000 Australia Telephone +61 3 9288 1881 Facsimile +61 3 9288 1828
GPO Box 396 Melbourne Vic 3001 Australia www.gf.com.au DX 240 Melbourne
Liability limited by a scheme approved under Professional Standards Greenwoods & Freehills Pty Limited ABN 60 003 146 852
Legislation
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Explanatory Booklet

9

continued 2. Tax implications

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� AIX Securityholders who hold their AIX Securities on revenue account, such as
banks and other trading entities;
� non-resident AIX Securityholders who hold their AIX Securities in carrying on a
business through a permanent establishment in Australia (other than some
express comments on CGT); or
� AIX Securityholders who have made any of the tax timing method elections
pursuant to the taxation of financial arrangements rules in Division 230 of
Income Tax Assessment Act 1997 (Cth) in relation to gains and losses on their
AIFT Units and AIFL Shares.
All calculations included in this summary are estimates only. Where a figure is expressed
as an amount per AIX Security, it involves rounding to the nearest cent. The calculations
are based on the information contained in other sections of the Explanatory Booklet and
on instructions from AIX.
2 AIFL
As part of the Main Return, AIFL will pay out a dividend that represents the total profit
remaining in AIFL at that time, in addition to a capital distribution. The Residual Return
will therefore not include a dividend component, since at the time of paying the Residual
Return the cash balance remaining in AIFL for distribution will only represent AIFL’s paid-
up share capital.
3 Australian resident AIX Securityholders
Set out below is a description of the Australian income tax consequences of the Residual
Return if AIFL Shareholders vote in favour of the Residual Return Resolution. If AIFL
Shareholders do not vote in favour of the Residual Return Resolution, the Residual
Return cannot be paid by AIFL at this time. AIX Securityholders who have acquired AIX
Securities on different dates or at different acquisition prices will need to undertake
separate calculations for each tranche of AIX Securities to calculate their overall tax
liability.
3.1 Tax implications of the Residual Return
AIX Securityholders are expected to receive a share capital distribution of approximately
$0.17 per share, in respect of their AIFL Shares.
The tax implications of the payments under the Residual Return are expected to be as
set out below.
The amount of the share capital distribution of approximately $0.17 per share will be
applied to reduce the cost base of the AIFL Shares held by AIX Securityholders.
Once the cost base of the AIFL Shares is reduced to nil, no further adjustments are
made. However, an AIX Securityholder will then make a capital gain to the extent that
there is any excess amount of the share capital distribution which remains after reducing
the cost base of the AIFL Shares.
In calculating the cost base and reduced cost base of their AIFL Shares, AIX
Securityholders will be required to apportion the acquisition cost of their AIX Securities
between their AIFT Units and AIFL Shares. The Commissioner of Taxation will generally
accept an apportionment that has been done on a reasonable basis. However, AIX
Securityholders will need to make their own decision regarding the reasonable basis they
will apply in their own circumstances. Further information that may be helpful to AIX
Securityholders in making their apportionment calculations can be found on the AIX
website http://www.hfm.com.au/asxlisted/funds/aif/distributions/.
In broad terms, the cost base and reduced cost base of the AIFL Shares will equal:
� the amount that the AIX Securityholder paid (or gave as consideration) to
acquire the AIFL Shares (including certain incidental costs of acquisition,
holding and disposal); less
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10 Explanatory Booklet

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� any share capital distributions received whilst the AIX Securityholder held the
AIFL Shares.
If applicable an AIX Securityholder may increase the cost base of their AIFL Share by
indexation if they would otherwise make a capital gain as a result of the distribution of
share capital. Alternatively, the taxable amount of the net capital gain may be reduced if
the AIX Securityholder elects to apply the CGT discount.
� Indexation
If an AIX Securityholder acquired their AIX Securities on or before 11.45am (Melbourne
time), 21 September 1999, the AIX Securityholder may choose to reduce the amount of
their capital gain by indexing the cost base of their AIFL Shares up to 30 September
1999. If the AIX Securities were acquired after 11.45am (Melbourne time), 21 September
1999, indexation is not available. Choosing indexation precludes applying the CGT
discount to the net capital gain.
� CGT discount
An individual, trustee or complying superannuation entity who acquired their AIX
Securities at least 12 months before the date of payment of the share capital distribution
may alternatively be entitled to choose to reduce the capital gain by the applicable CGT
discount.
The CGT discount is applied to the capital gain after eligible capital losses have been
deducted.
If the AIX Securityholder is an individual or trustee and chooses the CGT discount
method, any resulting net capital gain will be reduced by 50%. If the AIX Securityholder is
the trustee of a complying superannuation entity, any resulting net capital gain will be
reduced by one-third. The ultimate effect of the discount for other trustees depends on
the identity and entitlement of beneficiaries.
The CGT discount is not available to companies.
3.2 Tax consequences of winding-up AIFL
It is unclear when AIFL will be wound up or the amount of any distribution that will be paid
at that time.
To the extent that the distribution on winding-up constitutes a fully-franked dividend then
the tax consequences will be as set out in section 5 of the EGM Explanatory Booklet.
To the extent that the payment on the winding-up constitutes a distribution of share
capital, an AIX Securityholder will:
� make a capital gain if the share capital distribution is greater than the cost base
of their AIFL Shares (taking into account the adjustments to the cost base for
the returns of share capital in the Main Return and the Residual Return
(together, the Cash Return )); or
� make a capital loss if the reduced cost base of their AIFL Shares (taking into
account the adjustments to the residual cost base for the returns of share
capital in the Cash Return) is greater than that distribution.
If an AIX Securityholder makes a capital gain, the taxable amount of the capital gain may
be reduced if the CGT discount or indexation applies, as explained in section 3.1 above.
4 AIX Securityholders who are not Australian residents
Set out below is a description of the expected income tax consequences of the Residual
Return for AIX Securityholders who are not Australian residents if AIFL Shareholders vote
in favour of the Residual Return Resolution. If AIFL Shareholders do not vote in favour of
the Residual Return Resolution the Residual Return cannot be paid by AIFL at this time,
and any comments below regarding the capital return component may be ignored. AIX
Securityholders who have acquired AIX Securities on different dates or at different
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Explanatory Booklet 11

continued 2. Tax implications

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acquisition prices will need to undertake separate calculations for each tranche of AIX
Securities to calculate their overall tax liability.
4.1 Tax implications of the Residual Return
Under the Residual Return AIX Securityholders are expected to receive a share capital
distribution of approximately $0.17 per share, in respect of their AIFL Shares.
The tax implications of the payments under the Residual Return are expected to be as
set out below.
An AIX Securityholder who is not an Australian resident for Australian tax purposes will
only be subject to Australian CGT in relation to the receipt of the share capital distribution
if the AIFL Shares constitute ‘taxable Australian property’ by satisfying either of the
conditions listed in section 4.2 below.
However, as stated in section 1 above, this letter does not address Australian taxation
implications of the Cash Return for any AIX Securityholder who satisfies the condition in
(b) of section 4.2 below.
4.2 Treatment of capital gains: ‘taxable Australian property’
An AIX Securityholder who is not an Australian resident for Australian tax purposes will
generally not be subject to Australian tax on the return of share capital, unless:
(a) both:
(1) the AIX Securityholder (and their associates) hold, either at the date of
the return of share capital or throughout a 12 month period within 2
years prior to that date held, 10% or more of the AIFL Shares on
issue; and
(2) more than half of the value of AIFL’s assets, measured by market
value, comprise real property situated in Australia and indirect
interests in real property situated in Australia; or
(b) the AIFL Shares are held in carrying on a business through a permanent
establishment in Australia.
Condition (a)(2) above will not be satisfied for AIFL in relation to the Residual Return as
AIFL no longer holds any direct or indirect interests in Australian real property.
However, as stated in section 1 above, this letter does not address Australian taxation
implications of the Cash Return for any AIX Securityholder who satisfies the condition in
(b) above.
5 GST
The implementation of the steps to pay the Residual Return should not cause GST to be
payable in respect of the AIFL Shares held by AIX Securityholders.
6 Stamp duty
We have been advised by Herbert Smith Freehills that the implementation of the steps to
pay the Residual Return should not cause stamp duty to be payable by AIX
Securityholders.
Yours faithfully,
GREENWOODS & FREEHILLS PTY LIMITED
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Explanatory Booklet

12

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Term meaning
aiFL Australian Infrastructure Fund Limited (ACN 063 935 553)
aiFL directors the Directors of AIFL
aiFL share a fully paid ordinary share in AIFL
aiFL shareholder the registered holder of an AIFL Share
aiFT Australian Infrastructure Fund (ARSN 089 889 761)
aiFT unit a fully paid ordinary unit in AIFT
aiFT unitholder the registered holder of an AIFT Unit
aiX the stapled group comprising AIFT and AIFL
aiX registry Computershare Investor Services Pty Limited (ACN 078 279 277)
aiX security a stapled security, comprising one AIFT Unit and one AIFL Share or, following implementation
of the steps to pay the Main Return, one AIFL Share, as the context requires
aiX security register the register of AIX Securityholders or AIFL Shareholders maintained under section 168
of the Corporations Act
aiX securityholder the registered holder of an AIX Security or, following implementation of the steps to pay
the Main Return, the registered holder of an AIFL Share, as the context requires
asic Australian Securities & Investments Commission
assets the assets sold to the Future Fund or its nominee(s) or a third party in accordance with the
arrangements described in the EGM Explanatory Booklet, which comprised AIX’s interests
in the following entities:
• Airport Development Group Pty Limited (ACN 081 422 915) and
DIA Development Holding Trust;
• Australia Pacific Airports Corporation Limited (ACN 069 775 266);
• Australian Infrastructure Fund International 1 Pty Ltd (ACN 112 925 130) and
Australian Infrastructure Fund International 1 Trust;
• Perth Airport Development Group Pty Ltd (ACN 076 286 630) and
PAPT Holdings Pty Ltd (ACN 105 852 159);
• Queensland Airports Limited (ACN 104 121 824) and QAL Investment Holding Trust; and
• Statewide Roads Limited (ACN 003 573 573)
asX ASX Limited (ACN 008 624 691) or the equity market conducted by it as the context requires
asX Listing rules the listing rules of the ASX as amended from time to time
Business day any day on which the banks are open for business in Melbourne excluding a Saturday, Sunday
or public holiday in Melbourne
corporations act Corporations Act 2001 (Cth)
director a Director of AIFL or Hastings
distributable income has the meaning given in the AIFT Constitution
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Explanatory Booklet 13

continued 3. Glossary

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Term meaning
eGm explanatory Booklet the explanatory booklet dated 7 December 2012 issued by AIFL and Hastings as responsible
entity of AIFT for the general meetings held on 15 January 2013
Future Fund Future Fund Board of Guardians
hastings Hastings Funds Management Limited (ACN 058 693 388)
main return the total of the:
• distributions of Distributable Income and trust capital of $2.348172 per AIFT Unit;
• consideration of $0.526970 per AIFT Unit for the cancellation of the AIFT Units; and
• fully-franked dividend of $0.073434 per AIFL Share and equal capital return $0.070000
per AIFL Share
meeting the general meetings of AIFL Shareholders convened to consider the resolution of AIFL set
out in the Notice of Meeting contained in Annexure 1 of this Explanatory Booklet
notice of meeting the notice of general meeting contained in Annexure 1 of this Explanatory Booklet
proxy Form the form accompanying this Explanatory Booklet for the Meeting
record date 1 July 2013, being the date and time which determines the entitlements of AIX Securityholders
to receive the Residual Return
residual return the equal capital return of up to $0.173924 per AIFL Share
residual return resolution the resolution set out in the Notice of Meeting contained in Annexure 1 of this
Explanatory Booklet
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14 Explanatory Booklet

notice of general meeting

Australian Infrastructure Fund Limited ABN 97 063 935 553

Notice is given that a general meeting of the shareholders of AIFL will be held at the Park Hyatt Melbourne, 1 Parliament Square, off Parliament Place, Melbourne, Victoria 3002, on Friday, 21 June 2013 at 11.00am (AEST) to transact the following business:

resolution 1 – equal capital return by aiFL

To consider, and if thought fit, approve the following resolution as an ordinary resolution of AIFL, in accordance with section 256C(1) of the Corporations Act:

THAT AIFL be authorised to reduce its share capital by payment to each AIFL Shareholder of up to $0.173924 per AIFL Share.

The Explanatory Booklet provides AIX Securityholders with important information in relation to this resolution.

Capitalised terms and expressions used in this Notice of Meeting have, unless otherwise defined, the same meanings set out in Section 3 of the Explanatory Booklet.

By order of the Board of Australian Infrastructure Fund Limited.

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Jane Frawley Company Secretary Australian Infrastructure Fund Limited 16 May 2013

Voting entitlements

Pursuant to applicable legislation and regulations, the AIFL Directors have determined that the shareholding of each AIFL Shareholder for the purpose of ascertaining the voting entitlements for the Meeting will be as appears in the AIX Security Register at 7.00pm (AEST) on Wednesday, 19 June 2013.

• 1 The resolution at the Meeting is being put to shareholders of AIFL. It is expected that all AIFT Units (other than the special AIFT Units to be held by AIFL or a wholly-owned subsidiary of AIFL) will be cancelled prior to the Meeting, resulting in AIX Securityholders becoming AIFL Shareholders only.

• 2 An AIFL Shareholder entitled to attend and vote has a right to appoint a proxy to attend and vote instead of the shareholder. AIFL Shareholders who are unable to attend the Meeting are encouraged to appoint a proxy to attend and vote on their behalf. A proxy holder need not be a shareholder. An AIFL Shareholder who is entitled to cast two or more votes may appoint up to two proxy holders and may specify the proportion or number of votes each proxy holder is appointed to exercise. If there is no proportion or number specified, each proxy holder may exercise half of the votes. On a show of hands, a proxy holder may not vote if more than one proxy holder attends.

• 3 A form of appointment of proxy is enclosed. To be effective, the document appointing the proxy holder (and if the appointment is signed or executed by the appointer’s attorney, the authority under which the appointment was signed or a certified copy of the authority), must be received by AIX by 11.00am (AEST) on Wednesday, 19 June 2013. The documents should be delivered to AIX’s registry:

Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street Abbotsford Victoria 3067

Postal address: GPO Box 242 Melbourne Victoria 3001

Facsimile: 1800 783 447 (Within Australia) or +61 3 9473 2555 (Outside Australia)

Explanatory Booklet

15

continued Annexure 1 – Notice of Meeting

Electronically, by visiting www.investorvote.com.au and following the instructions provided but a proxy cannot be appointed online if appointed under power of attorney or similar authority.

For Intermediary Online Subscribers only (custodians) please visit www.intermediaryonline.com to submit your voting intentions.

• 4 A body corporate that is an AIFL Shareholder, or that has been appointed as a proxy of an AIFL Shareholder, may appoint an individual to act as representative at the Meeting. The appointment must comply with the requirements of sections 250D and 253B of the Corporations Act. The representative should bring to the Meeting evidence of his or her appointment, including the authority under which the appointment is signed, unless that evidence has previously been given to AIX.

• 5 AIFL Shareholders can direct their proxy how to vote by following the instructions on the Proxy Form. AIFL Shareholders are encouraged to direct their proxy how to vote on the resolution.

• 6 Any directed proxies that are not voted on a poll at the Meeting by an AIFL Shareholder’s appointed proxy will automatically default to the Chairman of the Meeting, who is required to vote all proxies cast on the resolution as directed on a poll.

• 7 Please refer to other notes appearing on the Proxy Form.

16 Explanatory Booklet

Corporate directory

australian infrastructure Fund Limited

ABN 97 063 935 553 Registered Office Level 27, 35 Collins Street Melbourne VIC 3000 Australia Telephone +61 3 8650 3600 Facsimile +61 3 8650 3701 Email investor_relations@hfm.com.au Website www.hfm.com.au

security registry

Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street Abbotsford VIC 3067 Australia

aiFL Board of directors

Paul Espie, Chairman James Evans John Harvey Robert Humphris OAM Mike Hutchinson Robert Tsenin

aiX chief executive officer Jeff Pollock

aiFL company secretaries Jane Frawley Jefferson Petch

Legal adviser herbert smith Freehills Level 42, 101 Collins Street Melbourne VIC 3000

Tax adviser Greenwoods & Freehills Level 42, 101 Collins Street Melbourne VIC 3000

Financial adviser credit suisse (australia) Limited Level 31 Gateway 1 Macquarie Place Sydney NSW 2000

responsible entity

Hastings Funds Management Limited ABN 27 058 693 388 Holder of Australian Financial Services Licence No. 238309

registered office

Level 27, 35 Collins Street Melbourne VIC 3000 Australia Telephone +61 3 8650 3600 Facsimile +61 3 8650 3701 Email investor_relations@hfm.com.au Website www.hfm.com.au

other offices

sydney

Level 10, 55 Market Street Sydney NSW 2000 Australia Telephone +61 2 9287 8700 Facsimile +61 2 9287 8801

London

Camomile Court 23 Camomile Street London EC3A 7LL Telephone +44 20 7337 6720 Facsimile +44 20 7929 2502

new York 39th Floor 575 Fifth Avenue New York New York 10017-24 United States of America Telephone +1 212 681 2524

hastings Board of directors Alan Cameron AO, Chairman Andrew Day, Chief Executive James Evans Liam Forde Stephen Gibbs James McDonald Victoria Poole

hastings company secretaries Jane Frawley Jefferson Petch

AIX Securityholders can call the AIX Information Line on 1800 606 449 (toll-free for calls made from within Australia) or +61 2 8256 3382 (for calls made from outside Australia).

www.hfm.com.au/asxlisted/funds/aif

AIX

Hastings Funds Management is a subsidiary of Westpac Banking Corporation. Hastings is a specialist manager of infrastructure equity and debt investment. As at 30 September 2012, Hastings had approximately $8.2 billion in funds under management.