FUTURE GENERATION AUSTRALIA LIMITED — Share Issue/Capital Change 2009

Jun 17, 2009

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Hastings Funds Management Limited Level 15, 90 Collins Street ABN 27 058 693 388 Melbourne VIC 3000 Australia AFSL No. 238309 T +61 3 9654 4477 Australian Infrastructure Fund Limited F +61 3 9650 6555 ABN 97 063 935 553 www.hfm.com.au

ASX Announcement

Australian Infrastructure Fund (AIX)

Total pages: 9

18 June 2009

Appendix 3B – New Issue Announcement, Application for Quotation of Additional Securities and Agreement

Attached is the Appendix 3B in accordance with Listing Rule 3.10.3.

For further enquiries, please contact:

Jeff Pollock Simon Ondaatje Chief Executive Officer Head of Investor Relations Australian Infrastructure Fund Hastings Funds Management Tel: +61 3 9654 4477 Tel: +61 3 9654 4477 Fax: +61 3 9650 6555 Fax: +61 3 9650 6555 Email: investor_relations@hfm.com.au Email: investor_relations@hfm.com.au Website: www.hfm.com.au/aix Website: www.hfm.com.au/aix

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Kim Rowe Company Secretary Australian Infrastructure Fund

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

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Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 1/7/96. Origin: Appendix 5. Amended 1/7/98, 1/9/99, 1/7/2000, 30/9/2001, 11/3/2002, 1/1/2003, 24/10/2005.

Name of entity

Australian Infrastructure Fund Limited / Australian Infrastructure Fund

ABN

97 063 935 553 / 089 889 761

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1 +Class of+securities issued or to be issued 2 Number of+securities issued or to be issued (if known) or maximum number which may be issued 3 Principal terms of the+securities (eg, if options, exercise price and expiry date; if partly paid +securities, the amount outstanding and due dates for payment; if +convertible securities, the conversion price and dates for conversion)	Ordinary shares and units (“Stapled Securities”)
	Up to approximately 192.3 million Stapled Securities to be issued under an Entitlement Offer comprising an Institutional Entitlement Offer and a Retail Entitlement Offer pursuant to the Entitlement Offer
	Same terms as existing Stapled Securities

• See chapter 19 for defined terms.

Appendix 3B Page 1

1/1/2003

4 Do the+securities rank equally in all respects from the date of allotment with an existing+class of quoted +securities? If the additional securities do not rank equally, please state: • the date from which they do • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment 5 Issue price or consideration 6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) 7 Dates of entering+securities into uncertificated holdings or despatch of certificates	Yes. As from allotment the new Stapled Securities will rank equally with existing Stapled Securities, except that the holders of new Stapled Securities will not be eligible to receive the FY09 final distribution Not applicable
	$1.10 per Stapled Security
	The net proceeds from the Offer will be used to fully repay and cancel the Multi Option Facility which is drawn to $159.5 million as at the date of this announcement and fund organic growth initiatives in the existing Australian airport portfolio.
	6 July 2009 for new Stapled Securities issued under the Institutional Entitlement Offer and to retail securityholders who submit their entitlement and acceptance form by the Initial Retail Entitlement Closing Date. (Dispatch of holding statements, 7 July 2009) 20 July 2009 for new Stapled Securities issued under the Retail Entitlement Offer. (Dispatch of holding statements, 21 July 2009)

Number +Class

8 Number and +class of all +securities quoted on ASX (_including_the securities in clause 2 if applicable) 9 Number and +class of all +securities not quoted on ASX (_including_the securities in clause 2 if applicable) 10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)	After completion of the Entitlement Offer there will be up to approximately 576,817,261 on issue (based on the number of Stapled Securities on issue as at the date of this Appendix 3B and the maximum number of Stapled Securities to be issued under the Entitlement Offer, subject to the effects of rounding)	Ordinary fully-paid Stapled Securities
	Number	+Class
	Nil
	See ASX announcement “Capital Initiatives” dated 18 June 2009

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? 12 Is the issue renounceable or non- renounceable? 13 Ratio in which the+securities will be offered 14 +Class of+securities to which the offer relates 15 +Record date to determine entitlements 16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements?	No
	Non-renounceable
	1 Stapled Security for every 2 Stapled Securities held as at the Record Date i.e. 1 for 2
	Ordinary fully-paid Stapled Securities
	7.00pm (AEST) on 23 June 2009
	No

• See chapter 19 for defined terms.

Appendix 3B Page 3

1/1/2003

17 Policy for deciding entitlements in relation to fractions 18 Names of countries in which the entity has+security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Cross reference: rule 7.7. 19 Closing date for receipt of acceptances or renunciations	Where fractions arise in the calculations of securityholders’ entitlements under the Entitlement Offer they will be rounded up or down to the next whole number of Stapled Securities
	All countries except Australia and New Zealand and any other jurisdictions in which it is decided to make offers
	Institutional Entitlement Offer – 12.00pm (AEST) on 19 June 2009 Retail Entitlement Offer – 5.00pm (AEST) on 10 July 2009

20 Names of any underwriters 21 Amount of any underwriting fee or commission 22 Names of any brokers to the issue 23 Fee or commission payable to the broker to the issue 24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of+security holders 25 If the issue is contingent on +security holders’ approval, the date of the meeting 26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled 27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders 28 Date rights trading will begin (if applicable) 29 Date rights trading will end (if applicable) 30 How do+security holders sell their entitlements_in full_through a broker? 31 How do+security holders sell_part_ of their entitlements through a broker and accept for the balance? 32 How do+security holders dispose of their entitlements (except by sale through a broker)?	Credit Suisse (Australia) Limited and Deutsche Bank AG, Sydney Branch
	Total fees of 3.5% of offer proceeds (underwriting and management fees).
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	No prospectus is being produced. An offer document and entitlement and acceptance form will be sent to Eligible Retail Securityholders by 26 June 2009
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable
	Not Applicable

• See chapter 19 for defined terms.

Appendix 3B Page 5

1/1/2003

33 +Despatch date Refer to Item 7 of this Appendix 3B

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities ( tick one )

(a)[Securities described in Part 1 ]

(b)[All other securities ]

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the[+] securities are[+] equity securities, the names of the 20 largest holders of the additional[+] securities, and the number and percentage of additional[+] securities held by those holders 36 If the[+] securities are[+] equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over 37 A copy of any trust deed for the additional[+] securities

• See chapter 19 for defined terms.

Appendix 3B Page 6

1/1/2003

Entities that have ticked box 34(b)

38	Number of securities for which
	+quotation is sought
39	Class of +securities for which
	quotation is sought
40	Do the+securities rank equally in all
	respects from the date of allotment
	with an existing+class of quoted
	+securities?
	If the additional securities do not
	rank equally, please state:
	• the date from which they do
	• the extent to which they
	participate for the next dividend,
	(in the case of a trust,
	distribution) or interest payment
	• the extent to which they do not
	rank equally, other than in
	relation to the next dividend,
	distribution or interest payment
41	Reason for request for quotation
	now
	Example: In the case of restricted securities, end of
	restriction period
	(if issued upon conversion of
	another security, clearly identify that
	other security)

Number +Class 42 Number and[+] class of all[+] securities quoted on ASX ( including the securities in clause 38)

• See chapter 19 for defined terms.

Appendix 3B Page 7

1/1/2003

Quotation agreement

• 1 +Quotation of our additional +securities is in ASX’s absolute discretion. ASX may quote the[+] securities on any conditions it decides.

• 2 We warrant the following to ASX.

• The issue of the[+] securities to be quoted complies with the law and is not for an illegal purpose.

• There is no reason why those[+] securities should not be granted[+] quotation.

• An offer of the[+] securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

• Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any[+] securities to be quoted and that no-one has any right to return any[+] securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the[+] securities be quoted.

• If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the[+] securities be quoted.

• 3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

• 4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before[+] quotation of the[+] securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here: ............................................................ Date: 18 June 2009 Company secretary Print name: Kim Rowe

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• See chapter 19 for defined terms.

Appendix 3B Page 8

1/1/2003