Macquarie Group Limited - Major Shareholding Notification 2008

Macquarie Group Limited ABN 94 122 169 279

No.1 Martin Place Telephone (61 2) 8232 3333 Sydney NSW 2000 Facsimile (61 2) 8232 7780 GPO Box 4294 Internet http://www.macquarie.com.au Sydney NSW 1164 AUSTRALIA

1 August 2008

Company Announcement ASX Limited

NOTICE OF INITIAL SUBSTANTIAL HOLDER

Please find attached a Form 603 (Notice of initial substantial holder) in respect of the relevant interests that Macquarie Group Limited and its associates (the “Macquarie Group”) have in securities of the BrisConnections Group (ASX: BCSCA).

The attached Notice discloses a decrease in Belike Nominees Pty Ltd’s holding in BCSCA securities from that reported in the indicative Top 20 Schedule which was lodged with the Australian Securities Exchange on 30 July 2008.

Belike Nominees Pty Ltd’s holding arose because valid settlement instructions were not received from a small number of institutions until after the cut off time on the institutional settlement date of 28 July 2008. This required Macquarie Group to settle for BCSCA securities on behalf of these institutional investors.

As a result, the Macquarie Group obtained a relevant interest in those securities to the extent that they represented Macquarie Capital Advisers Limited’s settlement underwriting obligations under the underwriting agreement it had entered into with BCSCA.

Over 97.5% of trades which missed the institutional settlement deadline have now settled and accordingly Belike Nominees Pty Ltd’s holding has decreased.

Contact

Heechung Sung Risk Management Group - Compliance

Ph: + 61 2 8232 9739 Fax: + 61 2 8232 4477 Email: [email protected]

Macquarie Group Limited is not an authorised deposit-taking institution for the purposes of the Banking Act 1959 (Cwth), and its obligations do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not guarantee or otherwise provide assurance in respect of the obligations of Macquarie Group Limited.

Form 603

Corporations Act 2001 Section 671B

Notice of initial substantial holder

To: Company Name/Scheme Brisconnection Unit Trusts BCSCA.AX ABN/ACN/ARSN 128 614 291 1. Details of substantial holder Name Macquarie Group Limited ('MQG'); and its controlled bodies corporate listed in Annexure A (the 'Macquarie Group') ABN/ACN/ARSN (if applicable) 122 169 279

The holder became a substantial holder on: 31 July 2008

2. Details of voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in on the date the substantial holder became a substantial holder are as follows:

Class of securities	Number of securities	Person's votes	Voting power
FullyPaid Stapled 'FPS'	60,415,942	60,415,942	15.48%

3. Details of relevant interests

The nature of the relevant interest the substantial holder or an associate had in the following voting securities on the date the substantial holder became a substantial holder are as follows:

substantial holder became a substantial holder	are as follows:
Holder of relevant interest	Nature of relevant interest	Number of securities	Class
Macquarie Capital Advisers Limited	Pursuant to section 608 of the Corporations Act(See Annexure C)	467,409	FPS
Macquarie Investement Holdings No 2 PtyLtd	Pursuant to section 608 of the Corporations Act	28,281,335	FPS
Macquarie Financial Services Holdings Pty Ltd	As above	20,578,500	FPS
Macquarie Investement Management Ltd	As above	5,658,333	FPS
Macquarie Capital Investment Managment (Australia)Limited	As above	5,430,365	FPS

4. Details of present registered holders

The persons registered as holders of the securities referred to in paragraph 3 above are as follows:

Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder	Number of securities	Class
Macquarie Capital Advisers Limited	Belike Nominee Pty Ltd	Belike Nominee Pty Ltd	467,409	FPS
Macquarie Investment Holdings No 2 PtyLtd	Macquarie Investment Holdings No 2 Pty Ltd	Macquarie Investment Holdings No 2 PtyLtd	28,281,335	FPS
Macquarie Investement Management Ltd	Bond Street Custodians Limited	Bond Street Custodians Limited	5,658,333	FPS
Macquarie Financial Services Holdings PtyLtd	Macquarie Financial Services Holdings Pty Ltd	Macquarie Financial Services Holdings PtyLtd	20,578,500	FPS
Macquarie Capital Investment Managment (Australia) Limited	Bond Street Custodians Limited	Bond Street Custodians Limited	3,327,869	FPS
	State Street Bank Trust Company, Canada	State Street Bank Trust Company, Canada	697,301	FPS
	Citibank HongKong	Citibank HongKong	1,405,195	FPS

5. Consideration

The consideration paid for each relevant interest referred to in paragraph 3 above, and acquired in the four months prior to the day that the substantial holder became a substantial holder is as follows:

Holder of relevant interest	Date of acquisition	Consideration	Number of securities	Class
See Annexure B

6. Associates

The reasons the persons named in paragraph 3 above are associates of the substantial holder are as follows:

Name and ACN(if applicable)	Nature of association
Macquarie Group Limited & Macquarie GroupEntities	Controlled Bodies Corporate

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7. Addresses

The addresses of persons named in this form are as follows:

Name	Address
MQG	Level 7,No 1 Martin Place,SydneyNSW 2000
Belike Nominees PtyLtd	Level 7 No.1 Martin Place SydneyNew South Wales Australia 2000
Bond Street Custodians Ltd	Level 7 No.1 Martin Place SydneyNew South Wales Australia 2000
Citibank HongKong	10th Floor,Two Harbourfront,22 Tak FungStreet,HungHom,H.K
Macquarie Capital Advisers Limited(MCAL)	Level 7 No.1 Martin Place SydneyNew South Wales Australia 2000
Macquarie Investment Holdings No 2 Pty Ltd (MIH2)	Level 7 No.1 Martin Place Sydney New South Wales Australia 2000
Macquarie Financial Services Holdings Pty Ltd(MFSH)	Level 7 No.1 Martin Place Sydney New South Wales Australia 2000
Macquarie Investment Management Ltd (MIML)	Level 7 No.1 Martin Place Sydney New South Wales Australia 2000
State Street Bank Trust Company,Canada	30 Adelaide Street East,Suite 1100,Toronto,Ontario,Canada,M5C 3G6
Macquarie Capital Investment Managment (Australia)Limited(MCIMAL)	Level 7 No.1 Martin Place Sydney New South Wales Australia 2000

Signature Print name Michael Panikian Capacity Sign here Date	Assistant CompanySecretary 1 August 2008

2/211

This is the annexure marked ‘A’ of 15 pages referred to in the Notice of initial substantial holder.

ANNEXURE 'A'

Michael Panikian Assistant Company Secretary, Macquarie Group Limited 1 August 2008

Controlled Bodies Corporate

ACN / CompanyNo	EntityName	IncorpCountry
2083875	2083875 ONTARIO INC.	CANADA
45497	45497 ONTARIO LTD	CANADA
6578268	6578268 CANADA INC	CANADA
	ABALFLOW TRUST	AUSTRALIA
124 437 574	ACCESS GP CO PTY LIMITED	AUSTRALIA
124 437 421	ACCESS LP CO PTY LIMITED	AUSTRALIA
	AIRPORT INFRASTRUCTURE(NO. 2)LIMITED	CAYMAN ISLANDS
078 453 648	AIRPORT MOTORWAY CUSTODIANS PTY LIMITED	AUSTRALIA
075 176 813	AIRPORT MOTORWAY INFRASTRUCTURE NO. 1 LIMITED	AUSTRALIA
075 176 859	AIRPORT MOTORWAY INFRASTRUCTURE NO. 3 LIMITED	AUSTRALIA
075 176 993	AIRPORT MOTORWAY INFRASTRUCTURE NO. 4 LIMITED	AUSTRALIA
008 640 177	ALEATORY PTY. LIMITED	AUSTRALIA
081 119 477	ALLOCA(NO. 4)PTY. LIMITED	AUSTRALIA
	AMAZON PARTICIPACOES DO BRASIL S.A.	BRAZIL
106 608 422	AMICUS CURIAE PTY LIMITED	AUSTRALIA
124 437 609	ASIAN PACIFIC PROPERTY 2007 PTY LIMITED	AUSTRALIA
3336426	AVENAL POWER CENTER LLC	UNITED STATES
600235951	AVIATION TECHNICAL SERVICES INC.	UNITED STATES
	AWHR AMERICAS WATER HEATER RENTALS,L.L.C.	UNITED STATES
	AWHR FIVE,L.L.C.	UNITED STATES
	AWHR FOUR,L.L.C.	UNITED STATES
	AWHR ONE,L.L.C.	UNITED STATES
	AWHR SIX,L.L.C.	UNITED STATES
	AWHR THREE,L.L.C.	UNITED STATES
	AWHR TWO,L.L.C.	UNITED STATES
000 304 030	A.C.N. 000 304 030 PTY LIMITED	AUSTRALIA
093 979 223	BAO WAVE PTY LIMITED	AUSTRALIA
059 814 818	BAROSSA GE PTY LIMITED	AUSTRALIA
127 762 083	BAROSSA TK INVESTOR 1 PTY LTD	AUSTRALIA
127 762 065	BAROSSA TK INVESTOR 2 PTY LTD	AUSTRALIA
008 604 966	BELIKE NOMINEES PTY. LIMITED	AUSTRALIA
	BERKELEY HOLDINGS UNIT TRUST	AUSTRALIA
	BERKELEY UNIT TRUST	AUSTRALIA
128 681 809	BESPOKE CUSTODIANS PTY LIMITED	AUSTRALIA
008 607 065	BOND STREET CUSTODIANS LIMITED	AUSTRALIA
008 606 924	BOND STREET INVESTMENTS PTY. LIMITED	AUSTRALIA
071 247 606	BOND STREET LEASE MANAGEMENT PTY LIMITED	AUSTRALIA
004 680 004	BOSTON AUSTRALIA PTY LIMITED	AUSTRALIA
005 008 702	BOSTON LEASING PTY. LIMITED	AUSTRALIA
95-2690571	BREK MANUFACTURING CO.	UNITED STATES
1218745	BROOK ASSET MANAGEMENT LIMITED	NEW ZEALAND
6091645	BRUNA MOON SL	SPAIN
88217	BUNHILL INVESTMENTS UNLIMITED	JERSEY
002 865 830	BUTTONWOOD NOMINEES PTY LIMITED	AUSTRALIA
079 173 381	CAMPUS INTERNATIONAL HOLDINGS PTY. LTD	AUSTRALIA
	CAMPUS INTERNATIONAL HOLDINGS TRUST	AUSTRALIA
674939-9	CANADIANFOREX LIMITED	CANADA
	CANTERBURY COURT HOLDINGS TRUST	AUSTRALIA
	CANTERBURY COURT UNIT TRUST	AUSTRALIA
4800336	CAPITAL METERS HOLDINGS LIMITED	ENGLAND/WALES
4800317	CAPITAL METERS LIMITED	ENGLAND/WALES
006 200 899	CASL FINANCIAL SERVICES PTY. LIMITED	AUSTRALIA
L-1882	CASTRA-KROMHOUT S.A.R.L.	LUXEMBOURG
008 585 804	CENFORD PTY LIMITED	AUSTRALIA
113 484 165	CENTAURUS INVESTOR PTY LIMITED	AUSTRALIA
	CF MACQUARIE INVESTMENT FUNDS	ENGLAND/WALES
WK-133807	CHISWELL INVESTMENTS LIMITED	CAYMAN ISLANDS
Not Assessed	CLIMATE CHANGE PRODUCTS PTY LIMITED	39506
104 331 795	COIN SOFTWARE PTY LIMITED	AUSTRALIA
002 737 868	COLDAVA PTY LIMITED	AUSTRALIA
079 775 134	CONCEPT BLUE PROPERTY PTY LTD	AUSTRALIA
071 292 647	CONNECTEAST MANAGEMENT LIMITED	AUSTRALIA

3/211

104 379 491	CORIOLIS HOLDINGS PTY LIMITED	AUSTRALIA
104 379 464	CORIOLIS INFRASTRUCTURE SERVICES PTY LIMITED	AUSTRALIA
3241012	CORONA ENERGY LIMITED	ENGLAND/WALES
3241002	CORONA ENERGY RETAIL 1 LIMITED	ENGLAND/WALES
SC138229	CORONA ENERGY RETAIL 2 LIMITED	SCOTLAND
2746961	CORONA ENERGY RETAIL 3 LIMITED	ENGLAND/WALES
2798334	CORONA ENERGY RETAIL 4 LIMITED	ENGLAND/WALES
2879748	CORONA GAS MANAGEMENT LIMITED	ENGLAND/WALES
006 346 952	CORPORATE CAPITAL EQUIPMENT FINANCING PTY. LIMITED	AUSTRALIA
19903013309	CYGNUS GODO KAISHA	JAPAN
WK-129317	DELANO SECURITIES LIMITED	CAYMAN ISLANDS
19902049502	DENEBOLA YUGEN KAISHA	JAPAN
29610304	DESPEN BAYLE COPENHAGEN A/S	DENMARK
5843681	DESPEN BAYLE LIMITED	ENGLAND/WALES
008 606 871	DEXIN NOMINEES PTY. LIMITED	AUSTRALIA
083 158 409	DIVCO 10 PTY LIMITED	AUSTRALIA
	DIVCO 10 UNIT TRUST	AUSTRALIA
097 290 876	DIVCO 100 PTY LIMITED	AUSTRALIA
097 290 894	DIVCO 102 PTY LIMITED	AUSTRALIA
000 000 000	DIVCO 102 UNIT TRUST	AUSTRALIA
097 290 901	DIVCO 103 PTY LIMITED	AUSTRALIA
097 290 929	DIVCO 105 PTY LIMITED	AUSTRALIA
097 290 938	DIVCO 106 PTY LIMITED	AUSTRALIA
000 000 000	DIVCO 106 UNIT TRUST	AUSTRALIA
097 290 956	DIVCO 108 PTY LIMITED	AUSTRALIA
000 000 000	DIVCO 108 UNIT TRUST	AUSTRALIA
000 000 000	DIVCO 109 UNIT TRUST	AUSTRALIA
097 290 072	DIVCO 114 PTY LIMITED	AUSTRALIA
000 000 000	DIVCO 114 UNIT TRUST	AUSTRALIA
083 158 436	DIVCO 12 PTY LIMITED	AUSTRALIA
101 190 603	DIVCO 120 PTY LIMITED	AUSTRALIA
000 000 000	DIVCO 120 UNIT TRUST	AUSTRALIA
101 190 612	DIVCO 121 PTY LIMITED	AUSTRALIA
000 000 000	DIVCO 121 UNIT TRUST	AUSTRALIA
101 190 621	DIVCO 122 PTY LIMITED	AUSTRALIA
101 190 630	DIVCO 123 PTY LIMITED	AUSTRALIA
101 190 701	DIVCO 128 PTY LIMITED	AUSTRALIA
101 190 667	DIVCO 129 PTY LIMITED	AUSTRALIA
000 000 000	DIVCO 129 UNIT TRUST	AUSTRALIA
101 190 676	DIVCO 130 PTY LIMITED	AUSTRALIA
000 000 000	DIVCO 133 UNIT TRUST	AUSTRALIA
105 344 956	DIVCO 137 PTY LIMITED	AUSTRALIA
105 346 049	DIVCO 139 PTY LIMITED	AUSTRALIA
083 158 454	DIVCO 14 PTY LIMITED	AUSTRALIA
105 346 549	DIVCO 147 PTY LIMITED	AUSTRALIA
083 158 463	DIVCO 15 PTY LIMITED	AUSTRALIA
105 346 558	DIVCO 155 PTY LIMITED	AUSTRALIA
105 346 567	DIVCO 156 PTY LIMITED	AUSTRALIA
110 051 664	DIVCO 157 PTY LIMITED	AUSTRALIA
105 346 521	DIVCO 158 PTY LIMITED	AUSTRALIA
101 190 578	DIVCO 161 PTY LIMITED	AUSTRALIA
000 000 000	DIVCO 161 UNIT TRUST	AUSTRALIA
097 290 885	DIVCO 163 PTY LIMITED	AUSTRALIA
000 000 000	DIVCO 163 UNIT TRUST	AUSTRALIA
097 290 965	DIVCO 167 PTY LIMITED	AUSTRALIA
000 000 000	DIVCO 167 UNIT TRUST	AUSTRALIA
083 158 490	DIVCO 17 PTY LIMITED	AUSTRALIA
083 158 516	DIVCO 18 PTY LIMITED	AUSTRALIA
000 000 000	DIVCO 18 UNIT TRUST	AUSTRALIA
083 158 534	DIVCO 19 PTY LIMITED	AUSTRALIA
083 158 301	DIVCO 2 PTY LIMITED	AUSTRALIA
083158 589	DIVCO 21 PTY LIMITED	AUSTRALIA
000 000 000	DIVCO 21 UNIT TRUST	AUSTRALIA
083158 623	DIVCO23PTY LIMITED	AUSTRALIA
000 000 000	DIVCO23 UNIT TRUST	AUSTRALIA
083158 650	DIVCO24 PTY LIMITED	AUSTRALIA
000 000 000	DIVCO24UNIT TRUST	AUSTRALIA
083158 669	DIVCO26PTY LIMITED	AUSTRALIA
083158703	DIVCO28PTY LIMITED	AUSTRALIA
083158712	DIVCO29PTY LTD	AUSTRALIA
000 000 000	DIVCO29 UNIT TRUST	AUSTRALIA
083158 329	DIVCO 3PTY LIMITED	AUSTRALIA
000 000 000	DIVCO 3 UNIT TRUST	AUSTRALIA
083158730	DIVCO 30PTY LIMITED	AUSTRALIA
083158776	DIVCO 32 PTY LIMITED	AUSTRALIA
083158 810	DIVCO 33PTY LIMITED	AUSTRALIA

4/211

083 158 856	DIVCO 34 PTY LIMITED	AUSTRALIA
083 158 892	DIVCO 36 PTY LIMITED	AUSTRALIA
000 000 000	DIVCO 36 UNIT TRUST	AUSTRALIA
000 000 000	DIVCO 38 UNIT TRUST	AUSTRALIA
083 158 972	DIVCO 40 PTY LIMITED	AUSTRALIA
088 347 568	DIVCO 42 PTY LIMITED	AUSTRALIA
000 000 000	DIVCO 42 UNIT TRUST	AUSTRALIA
083 159 040	DIVCO 43 PTY LIMITED	AUSTRALIA
083 159 059	DIVCO 44 PTY LIMITED	AUSTRALIA
083 159 077	DIVCO 45 PTY LIMITED	AUSTRALIA
083 159 120	DIVCO 47 PTY LIMITED	AUSTRALIA
000 000 000	DIVCO 47 UNIT TRUST	AUSTRALIA
083 159 139	DIVCO 48 PTY LIMITED	AUSTRALIA
083 159 157	DIVCO 50 PTY LIMITED	AUSTRALIA
083 159 175	DIVCO 51 PTY LIMITED	AUSTRALIA
000 000 000	DIVCO 51 UNIT TRUST	AUSTRALIA
088 347 451	DIVCO 52 PTY LIMITED	AUSTRALIA
088 347 479	DIVCO 54 PTY LIMITED	AUSTRALIA
000 000 000	DIVCO 54 UNIT TRUST	AUSTRALIA
088 347 488	DIVCO 56 PTY LIMITED	AUSTRALIA
088 347 504	DIVCO 58 PTY LIMITED	AUSTRALIA
088 347 513	DIVCO 59 PTY LIMITED	AUSTRALIA
083 158 374	DIVCO 6 PTY LIMITED	AUSTRALIA
088 347 522	DIVCO 60 PTY LIMITED	AUSTRALIA
088 347 531	DIVCO 61 PTY LIMITED	AUSTRALIA
000 000 000	DIVCO 61 UNIT TRUST	AUSTRALIA
088 347 540	DIVCO 62 PTY LIMITED	AUSTRALIA
093 601 015	DIVCO 63 PTY LIMITED	AUSTRALIA
093 601 033	DIVCO 65 PTY LIMITED	AUSTRALIA
000 000 000	DIVCO 65 UNIT TRUST	AUSTRALIA
093 601 051	DIVCO 67 PTY LIMITED	AUSTRALIA
	DIVCO 67 UNIT TRUST	AUSTRALIA
093 601 079	DIVCO 68 PTY LIMITED	AUSTRALIA
093 601 097	DIVCO 70 PTY LIMITED	AUSTRALIA
105 343 959	DIVCO 72 PTY LIMITED	AUSTRALIA
000 000 000	DIVCO 72 UNIT TRUST	AUSTRALIA
093 601 122	DIVCO 74 PTY LIMITED	AUSTRALIA
093 601 140	DIVCO 76 PTY LIMITED	AUSTRALIA
000 000 000	DIVCO 76 UNIT TRUST	AUSTRALIA
093 601 168	DIVCO 79 PTY LIMITED	AUSTRALIA
000 000 000	DIVCO 79 UNIT TRUST	AUSTRALIA
083 158 392	DIVCO 8 PTY LIMITED	AUSTRALIA
097 289 962	DIVCO 81 PTY LIMITED	AUSTRALIA
097 289 980	DIVCO 83 PTY LIMITED	AUSTRALIA
000 000 000	DIVCO 83 UNIT TRUST	AUSTRALIA
097 290 009	DIVCO 85 PTY LIMITED	AUSTRALIA
097 290 027	DIVCO 87 PTY LIMITED	AUSTRALIA
000 000 000	DIVCO 87 UNIT TRUST	AUSTRALIA
097 290 036	DIVCO 88 PTY LIMITED	AUSTRALIA
097 290 054	DIVCO 89 PTY LIMITED	AUSTRALIA
097 290 063	DIVCO 90 PTY LIMITED	AUSTRALIA
097 290 090	DIVCO 92 PTY LIMITED	AUSTRALIA
097 290 812	DIVCO 95 PTY LIMITED	AUSTRALIA
3632154	DIVERSIFIED CLO INVESTMENTS NO.1 INC	UNITED STATES
109 819 418	DIVERSIFIED CMBS AUSTRALIA HOLDINGS PTY LIMITED	AUSTRALIA
19903049502	DORADO GODO KAISHA	JAPAN
128 078 615	EAST VICTORIA PARK JOINT VENTURE PTY LIMITED	AUSTRALIA
094 631 964	EASTERN SEA INVESTMENTS PTY LIMITED	AUSTRALIA
118 345 332	EASTERN STATES LIMITED	AUSTRALIA
069 344 001	ELISE NOMINEES PTY LIMITED	AUSTRALIA
	ELIZABETH HOLDINGS UNIT TRUST	AUSTRALIA
	ELIZABETH UNIT TRUST	AUSTRALIA
MC-177879	EMERGING MARKETS FINANCE LIMITED	CAYMAN ISLANDS
118 802850	EQUINOX INVESTMENT HOLDINGSPTY LTD	AUSTRALIA
006435 810	EQUITASNOMINEESPTY. LIMITED	AUSTRALIA
116 532542	ESCALATOR 2005-2(COMMODITIESINDEX)PTY LIMITED	AUSTRALIA
116 532533	ESCALATOR 2005-2(EQUITIESINDEX)PTY LIMITED	AUSTRALIA
114 174 211	ESCALATOR 2005 (COMMODITIESINDEX)PTY LIMITED	AUSTRALIA
114 174 220	ESCALATOR 2005 (EQUITIESINDEX)PTY LIMITED	AUSTRALIA
120435 841	ESCALATOR 2006 (AUSTRALIAN PROPERTY)PTY LIMITED	AUSTRALIA
111360 528	ESCALATOR AUSTRALIAN INVESTMENTCOMPANY PTY LIMITED	AUSTRALIA
111 494574	ESCALATORGPCOPTY LIMITED	AUSTRALIA
111 494663	ESCALATOR INCOME NOTECOPTY LIMITED	AUSTRALIA
111 494 467	ESCALATOR LPCOPTY LIMITED	AUSTRALIA
124574 116	ESSENTIAL INFRASTRUCTURE AUSTRALIA PTY LIMITED	AUSTRALIA
MC-510292	EUROPEAN FINANCIAL INVESTMENTSFUND LIMITED	CAYMAN ISLANDS

5/211

MC-150410	EUROPEAN FINANCIAL INVESTMENTS LIMITED	CAYMAN ISLANDS
559916	EVEREST ABSOLUTE RETURN II LIMITED	BRITISH VIRGIN ISLANDS
009 636 131	FELTER PTY LIMITED	AUSTRALIA
137357	FINCH SECURITIES LIMITED	CAYMAN ISLANDS
779887	FIRST CHINA PROPERTY MANAGEMENT LIMITED	HONG KONG
008 604 466	FOUCAULT PTY LIMITED	AUSTRALIA
20-2384759	FREMANTLE WIND HOLDINGS INC	UNITED STATES
088 928 296	FUNDCORP HOLDINGS PTY LIMITED	AUSTRALIA
106 204 862	FUNDCORP PTY LIMITED	AUSTRALIA
116 419 071	FUTURE SCHOOLS PARTNERSHIP PTY LIMITED	AUSTRALIA
008 542 685	GALANTHUS AUSTRALIA PTY LIMITED	AUSTRALIA
001 581 031	GALANTHUS LEASING PTY LIMITED	AUSTRALIA
068 104 558	GARACHINE PTY LIMITED	AUSTRALIA
054 001 400	GATESUN PTY. LIMITED	AUSTRALIA
133 289 1	GENERATOR BONDS LIMITED	NEW ZEALAND
108 026 437	GENERATOR CHARITIES AUSTRALIA PTY LIMITED	AUSTRALIA
103 116 954	GENERATOR INVESTMENTS AUSTRALIA LIMITED	AUSTRALIA
092 375 329	GIFT SECURITIES PTY LIMITED	AUSTRALIA
009 642 942	GILLMAN PTY. LIMITED	AUSTRALIA
6296379	GLOBAL ASSET TRANSFORMATION SERVICES LIMITED	ENGLAND/WALES
105 819 181	GLOBAL DEBT INVESTMENTS NO.4 PTY LIMITED	AUSTRALIA
MC143292	GLOBAL STAR GP LTD	CAYMAN ISLANDS
008 604 484	GLORIOLE PTY LIMITED	AUSTRALIA
008 637 241	HAFLING PTY. LIMITED	AUSTRALIA
415492	HBEAR CO. NO.1 LIMITED	IRELAND
104 324 441	HEMISPHERE SERVICES PTY LIMITED	AUSTRALIA
125 438 600	HENDERSON WA PTY LIMITED	AUSTRALIA
	HENDERSON WA TRUST	AUSTRALIA
000 758 010	HILLSAM NOMINEES PTY. LIMITED	AUSTRALIA
104 173 891	HUB X PTY LIMITED	AUSTRALIA
97666	HYDRA INVESTMENTS 2007 LIMITED	JERSEY
002 757 020	IDAMENEO(NO. 79)NOMINEES PTY. LIMITED	AUSTRALIA
009 642 979	INDEMCO PTY LIMITED	AUSTRALIA
HRA 43929	INDUSTRIAL INVESTMENTS GERMANY GMBH & CO. KG	GERMANY
65764	INFRASTRUCTURE INVESTMENT NO. 2 LTD.	CAYMAN ISLANDS
073 710 942	INFRASTRUCTURE INVESTMENTS NO 1 PTY LIMITED	AUSTRALIA
356202	INSURANCE PAY CANADA INC	CANADA
4247247	INVESTMENT PORTFOLIO FUNDING LLC	UNITED STATES
19901096962	JAPAN AUTOMOBILE ROAD CORPORATION LIMITED	JAPAN
0199 02 036303	JIG HOLDINGS LIMITED	JAPAN
009 641 114	JUBILEE PTY. LIMITED	AUSTRALIA
008 605 070	KALLERAD PTY. LIMITED	AUSTRALIA
081 119 440	KENSINGTON BANKS PTY LIMITED	AUSTRALIA
1652751	KIDS FIRST PROPERTIES LIMITED	NEW ZEALAND
	KNIK ARM CROSSING,LLC	UNITED STATES
111 060 587	LACHLAN WEALTH MANAGEMENT LIMITED	AUSTRALIA
003 250 833	LANROD PTY LIMITED	AUSTRALIA
129 275 234	LEARNSPACE SA HOLDINGS PTY LIMITED	AUSTRALIA
129 274 880	LEARNSPACE SA PTY LIMITED	AUSTRALIA
008 604 920	LIANA PTY. LIMITED	AUSTRALIA
HRB 80214	LIGHTNING BOLT GERMANY GMBH	GERMANY
117 213 064	LIVE PAYMENTS PTY LIMITED	AUSTRALIA
	MAC FUND ONE TRUST	AUSTRALIA
080 473 025	MAC IT 2000 PTY LIMITED	AUSTRALIA
	MAC IT 2000 TRUST	AUSTRALIA
	MACQUARIE-GLOBALIS BRIC ADVANTAGE FUND(UNHEDGED)	AUSTRALIA
4196639	MACQUARIE 161,LLC	UNITED STATES
008 594 885	MACQUARIE ACCEPTANCES LIMITED	AUSTRALIA
095 180 788	MACQUARIE ADMIN SERVICES PTY LIMITED	AUSTRALIA
20001234/07	MACQUARIE AFRICA(PROPRIETARY)LIMITED	SOUTH AFRICA
075 295 760	MACQUARIE AIRPORTS MANAGEMENT LIMITED	AUSTRALIA
094 406 756	MACQUARIE ALLIANCES PTY LIMITED	AUSTRALIA
103237 181	MACQUARIE ALTERNATIVE ASSETS MANAGEMENT LIMITED	AUSTRALIA
086159 060	MACQUARIE ALTERNATIVE INVESTMENTSLIMITED	AUSTRALIA
010174903-3379259	MACQUARIE AMERICAS CORP	UNITEDSTATES
124071 414	MACQUARIE AMERICASHOLDINGSPTY LTD	AUSTRALIA
128 071545	MACQUARIE ASCARI HOLDINGSPTY LIMITED	AUSTRALIA
071501963	MACQUARIE ASIA HOLDINGSPTY LIMITED	AUSTRALIA
619928	MACQUARIE ASIA LIMITED	HONGKONG
	MACQUARIE ASIA PROPERTY ADVISORSLIMITED	BERMUDA
37186	MACQUARIE ASIA REAL ESTATE LIMITED	BERMUDA
105453 638	MACQUARIE ASIA REAL ESTATE MANAGEMENT LIMITED	AUSTRALIA
	MACQUARIE ASIASTRUCTURED TRANSACTIONSLIMITED	BRITISH VIRGIN ISLANDS
	MACQUARIE ASIASTRUCTURED TRANSACTIONSLIMITED(SINGAPORE B	BRITISH VIRGIN ISLANDS
103 780 089	MACQUARIE ASIAN INVESTMENTS PTY LIMITED	AUSTRALIA
	MACQUARIE ASIAN PACIFIC PROPERTY 2007 LP	AUSTRALIA

6/211

064 219 601	MACQUARIE ASSET FINANCE LIMITED	AUSTRALIA
116 796 082	MACQUARIE ASSET LEASING TRUST	AUSTRALIA
001 263 583	MACQUARIE ASSET MANAGEMENT LIMITED	AUSTRALIA
081 706 167	MACQUARIE ASSET SERVICES LIMITED	AUSTRALIA
077 193 956	MACQUARIE AUSTRALIA FINANCE PTY LIMITED	AUSTRALIA
006 055 796	MACQUARIE AUSTRALIA INTERNATIONAL PTY LIMITED	AUSTRALIA
002 542 136	MACQUARIE AUSTRALIA LEASE MANAGEMENT PTY LIMITED	AUSTRALIA
008 640 168	MACQUARIE AUSTRALIA MANAGEMENT SERVICES PTY LIMITED	AUSTRALIA
000 736 210	MACQUARIE AUSTRALIA PTY LIMITED	AUSTRALIA
074 453 286	MACQUARIE AUSTRALIA SECURITIES LIMITED	AUSTRALIA
008 660 811	MACQUARIE AUSTRALIA TECHNOLOGY PTY LIMITED	AUSTRALIA
	MACQUARIE AUSTRALIAN PURE INDEXED EQUITIES FUND	AUSTRALIA
121 836 191	MACQUARIE AVENIR NO. 1 PTY LIMITED	AUSTRALIA
121 836 235	MACQUARIE AVENIR NO. 2 PTY LIMITED	AUSTRALIA
368579	MACQUARIE AVIATION CAPITAL FINANCE LIMITED	IRELAND
368589	MACQUARIE AVIATION CAPITAL GROUP	IRELAND
368580	MACQUARIE AVIATION CAPITAL LIMITED	IRELAND
075 176 733	MACQUARIE AVIATION(NO. 1)LIMITED	AUSTRALIA
6309906	MACQUARIE BANK INTERNATIONAL LIMITED	UNITED KINGDOM
008 583 542	MACQUARIE BANK LIMITED	AUSTRALIA
	MACQUARIE BANK LIMITED(ITALY BRANCH)	ITALY
	MACQUARIE BANK LIMITED(LABUAN BRANCH)	MALAYSIA
	MACQUARIE BANK LIMITED(LONDON BRANCH)	ENGLAND/WALES
2006/025283/10	MACQUARIE BANK LIMITED(SOUTH AFRICAN BRANCH)	SOUTH AFRICA
001 531 997	MACQUARIE BANK SUPERANNUATION PTY. LIMITED	AUSTRALIA
5939070	MACQUARIE BARNETT LLC	UNITED STATES
109 280 819	MACQUARIE BATHURST STREET PTY LIMITED	AUSTRALIA
	MACQUARIE BELGIUM TCG SPRL	BELGIUM
13926	MACQUARIE BETEILIGUNGSTREUHAND GMBH	GERMANY
	MACQUARIE BLENDED PROPERTY TRUST	AUSTRALIA
CNPJ 03.516.449/0001	MACQUARIE BRASIL PARTICIPACOES LTDA	BRAZIL
083 822 404	MACQUARIE BUSINESS BROKING SERVICES PTY LTD	AUSTRALIA
124 071 432	MACQUARIE B.H. PTY LTD	AUSTRALIA
423532-1	MACQUARIE CANADA HOLDINGS LTD	CANADA
683412-4	MACQUARIE CANADA SERVICES LTD	CANADA
4265301	MACQUARIE CANADIAN INFRASTRUCTURE MANAGEMENT LIMITED	CANADA
6489800	MACQUARIE CANADIAN INVESTMENT HOLDINGS LTD.	CANADA
2149050	MACQUARIE CAPITAL ACQUISITIONS(CANADA)LIMITED	CANADA
123 199 548	MACQUARIE CAPITAL ADVISERS LIMITED	AUSTRALIA
11-90696	MACQUARIE CAPITAL ADVISERS SERVICES(INDIA)PRIVATE LIMITED	INDIA
105 777 704	MACQUARIE CAPITAL ALLIANCE MANAGEMENT LIMITED	AUSTRALIA
4457323	MACQUARIE CAPITAL FINANCE HOLDINGS INC.	UNITED STATES
006 198 910	MACQUARIE CAPITAL FINANCE LIMITED	AUSTRALIA
127 829 458	MACQUARIE CAPITAL FINANCE(AUSTRALIA)PTY LTD	AUSTRALIA
352816	MACQUARIE CAPITAL FINANCE(NZ)LIMITED	NEW ZEALAND
	MACQUARIE CAPITAL FUNDING L.P.	ENGLAND/WALES
88464	MACQUARIE CAPITAL FUNDING(GP)LIMITED	JERSEY
110 605 724	MACQUARIE CAPITAL FUNDING(LP)PTY LIMITED	AUSTRALIA
4346793	MACQUARIE CAPITAL FUNDS INC	UNITED STATES
084 828 437	MACQUARIE CAPITAL FUNDS LIMITED	AUSTRALIA
3976881	MACQUARIE CAPITAL FUNDS(EUROPE)LIMITED	ENGLAND/WALES
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FN 215363K	MACQUARIE CAPITAL GMBH	AUSTRIA
096 705 109	MACQUARIE CAPITAL GROUP LIMITED	AUSTRALIA
FC027878	MACQUARIE CAPITAL GROUP LIMITED(UK BRANCH)	UNITED KINGDOM
2149050	MACQUARIE CAPITAL HOLDINGS(CANADA)LIMITED	CANADA
123 199 253	MACQUARIE CAPITAL INTERNATIONAL HOLDINGS PTY LIMITED	AUSTRALIA
3752829	MACQUARIE CAPITAL INVESTMENT MANAGEMENT LLC	UNITED STATES
	MACQUARIE CAPITAL KOREA CO LTD	KOREA
4242665	MACQUARIE CAPITAL LIMITED	ENGLAND/WALES
077 595 012	MACQUARIE CAPITAL LOANS MANAGEMENT LIMITED	AUSTRALIA
565608	MACQUARIE CAPITAL MARKETS CANADA LTD	CANADA
1079073	MACQUARIE CAPITAL MARKETS NORTH AMERICA LTD	CANADA
57952C1/GBL	MACQUARIECAPITAL MAURITIUSLIMITED	MAURITIUS
128212868	MACQUARIECAPITAL PRODUCTSLIMITED	AUSTRALIA
135973	MACQUARIECAPITALSECURITIESLIMITED	HONGKONG
002832 126	MACQUARIECAPITALSECURITIES (AUSTRALIA)LIMITED	AUSTRALIA
11-89592	MACQUARIECAPITALSECURITIES (INDIA)PRIVATE LIMITED	INDIA
463469-W	MACQUARIECAPITALSECURITIES (MALAYSIA) SDN BHD	MALAYSIA
15184/2070	MACQUARIECAPITALSECURITIES (MAURITIUS)LIMITED	MAURITIUS
1748511	MACQUARIECAPITALSECURITIES (NZ)LIMITED	NEW ZEALAND
180496	MACQUARIECAPITALSECURITIES (PHILIPPINES)INC	PHILIPPINES
198702912C	MACQUARIECAPITALSECURITIES (SINGAPORE)PTE LIMITED	SINGAPORE
680634-1	MACQUARIECAPITALSPECIALIZED FINANCINGLIMITED	CANADA
3704031	MACQUARIECAPITAL(EUROPE)LIMITED	ENGLAND/WALES
HRB 147419	MACQUARIECAPITAL(EUROPE)LIMITED(MUNICH BRANCH)	GERMANY

7/211

3704031	MACQUARIE CAPITAL(EUROPE)LIMITED(PARIS BRANCH)	FRANCE
	MACQUARIE CAPITAL(EUROPE)LIMITED(USA BRANCH)	UNITED STATES
611405	MACQUARIE CAPITAL(HONG KONG)LIMITED	HONG KONG
19901107687	MACQUARIE CAPITAL(JAPAN)LIMITED	JAPAN
1952567	MACQUARIE CAPITAL(NEW ZEALAND)LIMITED	NEW ZEALAND
199704430K	MACQUARIE CAPITAL(SINGAPORE)PTE. LIMITED	SINGAPORE
2382080	MACQUARIE CAPITAL(USA)INC	UNITED STATES
169009	MACQUARIE CAYMAN HOLDINGS 2 CO	CAYMAN ISLANDS
168347	MACQUARIE CAYMAN HOLDINGS CO	CAYMAN ISLANDS
124 022 126	MACQUARIE CHEONGNA INVESTMENT PTY LTD	AUSTRALIA
097 868 687	MACQUARIE CLO INVESTMENTS NO.1 PTY LIMITED	AUSTRALIA
065 178 618	MACQUARIE CLO INVESTMENTS NO.2 PTY LIMITED	AUSTRALIA
5259503	MACQUARIE COMMODITIES FINANCE(UK)LIMITED	ENGLAND/WALES
	MACQUARIE COMMODITIES FUND LTD	BERMUDA
5259474	MACQUARIE COMMODITIES(UK)LIMITED	ENGLAND/WALES
4383511	MACQUARIE COMMODITIES(USA)INC	UNITED STATES
066 047 738	MACQUARIE COMMUNICATIONS INFRASTRUCTURE MANAGEMENT LIMIT	EAUSTRALIA
111 117 465	MACQUARIE COMMUNITY PARTNERSHIPS PTY LIMITED	AUSTRALIA
096 629 471	MACQUARIE CONCEPT BLUE PTY LTD	AUSTRALIA
664379-5	MACQUARIE COOK ENERGY CANADA LTD	CANADA
664382-5	MACQUARIE COOK ENERGY HOLDINGS CANADA LTD	CANADA
93-1043421	MACQUARIE COOK ENERGY,LLC	UNITED STATES
4240241	MACQUARIE COOK POWER INC	UNITED STATES
2569853	MACQUARIE CORIOLIS HOLDINGS INC	UNITED STATES
	MACQUARIE CORONA ENERGY HOLDINGS LIMITED	ENGLAND/WALES
008 606 862	MACQUARIE CORPORATE FINANCE HOLDINGS PTY LTD	AUSTRALIA
008 595 426	MACQUARIE CORPORATE FINANCE LIMITED	AUSTRALIA
HRB 52973	MACQUARIE CORPORATE FINANCE LIMITED(GERMAN BRANCH)	GERMANY
1911031568	MACQUARIE CORPORATE FINANCE(USA)INC	UNITED STATES
20-1536178	MACQUARIE COTTON INTERNATIONAL INC	UNITED STATES
069 709 468	MACQUARIE COUNTRYWIDE MANAGEMENT LIMITED	AUSTRALIA
075 067 631	MACQUARIE DEBF PTY LIMITED	AUSTRALIA
29318190	MACQUARIE DENMARK LIMITED A/S	DENMARK
008 596 950	MACQUARIE DEPOSITS PTY. LIMITED	AUSTRALIA
102 607 616	MACQUARIE DEVELOPMENT CAPITAL II PTY LIMITED	AUSTRALIA
082 018 399	MACQUARIE DEVELOPMENT CAPITAL PTY LIMITED	AUSTRALIA
126 768 714	MACQUARIE DEVELOPMENT CAPITAL(AUS)PTY LIMITED	AUSTRALIA
091 936 515	MACQUARIE DEVELOPMENT DIRECTION PTY LIMITED	AUSTRALIA
115 402 349	MACQUARIE DIGITAL PTY LIMITED	AUSTRALIA
008 607 083	MACQUARIE DIRECT INVESTMENT LIMITED	AUSTRALIA
126 143 879	MACQUARIE DIRECT PERTH PTY LIMITED	AUSTRALIA
073 623 784	MACQUARIE DIRECT PROPERTY MANAGEMENT LIMITED	AUSTRALIA
085 795 651	MACQUARIE DISTRIBUTION PTY LIMITED	AUSTRALIA
	MACQUARIE DISTRICT ENERGY MANAGEMENT INC	UNITED STATES
114 099 795	MACQUARIE DIVERSIFIED ASSET ADVISORY PTY LIMITED	AUSTRALIA
096 211 424	MACQUARIE DIVERSIFIED INVESTMENT SERVICES PTY LIMITED	AUSTRALIA
098 127 578	MACQUARIE DIVERSIFIED INVESTMENTS NO 2 PTY LTD	AUSTRALIA
098 127 569	MACQUARIE DIVERSIFIED INVESTMENTS NO 3 PTY LTD	AUSTRALIA
094 464 365	MACQUARIE DIVERSIFIED PORTFOLIO INVESTMENTS PTY LIMITED	AUSTRALIA
106 197 488	MACQUARIE DYNAMIC MANAGEMENT PTY LIMITED	AUSTRALIA
125 574 389	MACQUARIE DYNAMIC MANAGEMENT(DHOAU)PTY LIMITED	AUSTRALIA
	MACQUARIE DYNAMIC MANAGEMENT(EBB3)LLC	UNITED STATES
113 054 569	MACQUARIE DYNAMIC MANAGEMENT(EBB3)PTY LTD	AUSTRALIA
	MACQUARIE DYNAMIC MANAGEMENT(USA)INC	UNITED STATES
2304923	MACQUARIE ELECTRONICS CONSULTING INC	UNITED STATES
363806	MACQUARIE ELECTRONICS LIMITED	IRELAND
363803	MACQUARIE ELECTRONICS REMARKETING LIMITED	IRELAND
1978834	MACQUARIE ELECTRONICS USA INC	UNITED STATES
127 185 719	MACQUARIE EMG HOLDINGS PTY LIMITED	AUSTRALIA
664374-4	MACQUARIE ENERGY HOLDINGS CANADA LTD	CANADA
122 300 592	MACQUARIE ENERGY HOLDINGS PTY LTD	AUSTRALIA
20-3690485	MACQUARIE ENERGY NORTH AMERICA FINANCE INC.	UNITED STATES
4023666	MACQUARIE ENERGY NORTH AMERICA TRADING INC.	UNITED STATES
	MACQUARIE ENHANCED GLOBAL BOND FUND	AUSTRALIA
	MACQUARIE ENHANCED PROPERTIES SECURITIES FUND	AUSTRALIA
605377-7	MACQUARIE EQUIPMENT FINANCE LTD	CANADA
067 299 923	MACQUARIE EQUIPMENT FINANCE PTY LTD	AUSTRALIA
4463641	MACQUARIE EQUIPMENT FINANCE,LLC	UNITED STATES
4463642	MACQUARIE EQUIPMENT FUNDING,LLC	UNITED STATES
112 079 268	MACQUARIE EQUIPMENT RENTALS PTY LIMITED	AUSTRALIA
	MACQUARIE EQUITIES BRASIL ADMINISTRACAO DE FUNDOS E PARTICIP	ABRAZIL
WN 1114218	MACQUARIE EQUITIES CUSTODIANS LIMITED	NEW ZEALAND
002 574 923	MACQUARIE EQUITIES LIMITED	AUSTRALIA
WN/1007806	MACQUARIE EQUITIES NEW ZEALAND LIMITED	NEW ZEALAND
200408424K	MACQUARIE EQUITIES SERVICES SINGAPORE PTE. LTD.	SINGAPORE

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	MACQUARIE EQUITIES SERVICES SINGAPORE(HONG KONG BRANCH)	HONG KONG
485394	MACQUARIE EQUITIES(ASIA)LIMITED	HONG KONG
063 906 392	MACQUARIE EQUITIES(US)HOLDINGS PTY. LIMITED	AUSTRALIA
001 374 572	MACQUARIE EQUITY CAPITAL MARKETS LIMITED	AUSTRALIA
694706	MACQUARIE EQUITY PRODUCTS(UK)LTD	UNITED KINGDOM
	MACQUARIE ESCALATOR 2005-2(COMMODITIES INDEX)LP	AUSTRALIA
	MACQUARIE ESCALATOR 2005-2(EQUITIES INDEX)LP	AUSTRALIA
	MACQUARIE ESCALATOR 2005(COMMODITIES INDEX)LP	AUSTRALIA
	MACQUARIE ESCALATOR 2005(EQUITIES INDEX)LP	AUSTRALIA
	MACQUARIE ESCALATOR 2006(AUSTRALIAN PROPERTY)LP	AUSTRALIA
	MACQUARIE ESCALATOR LP	AUSTRALIA
114 801 464	MACQUARIE EUROPEAN FINANCIAL INVESTMENTS PTY LTD	AUSTRALIA
078 771 123	MACQUARIE EUROPEAN HOLDINGS PTY LIMITED	AUSTRALIA
	MACQUARIE EUROPEAN HOLDINGS PTY LIMITED(HONG KONG BRANCH)	HONG KONG
6146573	MACQUARIE EUROPEAN INVESTMENT HOLDINGS LIMITED	UNITED KINGDOM
128 078 277	MACQUARIE EVP HOLDING COMPANY PTY LIMITED	AUSTRALIA
116 582 524	MACQUARIE FARM ASSETS AND RESOURCES MANAGEMENT LIMITED	AUSTRALIA
086 587 635	MACQUARIE FILMED INVESTMENTS PTY LTD	AUSTRALIA
4259156	MACQUARIE FINANCE AMERICAS INC	UNITED STATES
118 817 440	MACQUARIE FINANCE HOLDINGS LIMITED	AUSTRALIA
001 214 964	MACQUARIE FINANCE LIMITED	AUSTRALIA
1065067	MACQUARIE FINANCE(NZ)LIMITED	NEW ZEALAND
2984767	MACQUARIE FINANCE(UK)LIMITED	ENGLAND/WALES
20-5871391	MACQUARIE FINANCE(USA)INC	UNITED STATES
124 071 398	MACQUARIE FINANCIAL HOLDINGS LIMITED	AUSTRALIA
	MACQUARIE FINANCIAL HOLDINGS LIMITED(HONG KONG BRANCH)	HONG KONG
5645886	MACQUARIE FINANCIAL INFRASTRUCTURE ALLIANCE LIMITED	ENGLAND/WALES
155 537	MACQUARIE FINANCIAL INFRASTRUCTURE FUND	CAYMAN ISLANDS
422814-6	MACQUARIE FINANCIAL LTD	CANADA
095 135 694	MACQUARIE FINANCIAL PRODUCTS MANAGEMENT LIMITED	AUSTRALIA
128 948 498	MACQUARIE FINANCIAL SERVICES HOLDINGS PTY LIMITED	AUSTRALIA
6395646	MACQUARIE FINANCIAL SERVICES HOLDINGS(UK)LIMITED	UNITED KINGDOM
	MACQUARIE FINANCIAL SERVICES(ASIA)PTE LTD	SINGAPORE
008 606 764	MACQUARIE FIRST AVIATION LEASING PTY. LIMITED	AUSTRALIA
069 344 154	MACQUARIE FLEET LEASING PTY LIMITED	AUSTRALIA
093 752 946	MACQUARIE FORESTRY SERVICES PTY LIMITED	AUSTRALIA
113 113 214	MACQUARIE FORTRESS INVESTMENTS LIMITED	AUSTRALIA
008 607 047	MACQUARIE FOURTEENTH AVIATION LEASING PTY. LIMITED	AUSTRALIA
2005B04004	MACQUARIE FRANCE SARL	FRANCE
4240236	MACQUARIE FUNDING HOLDINGS INC	UNITED STATES
6581935	MACQUARIE FUNDING INC	CANADA
LP00000352	MACQUARIE FUNDING LIMITED PARTNERSHIP	AUSTRALIA
2021841	MACQUARIE FUNDING NEW ZEALAND LIMITED	NEW ZEALAND
093 177 407	MACQUARIE FUNDS MANAGEMENT HOLDINGS PTY LIMITED	AUSTRALIA
724745	MACQUARIE FUNDS MANAGEMENT HONG KONG LIMITED	HONG KONG
006 880 217	MACQUARIE FUNDS MANAGEMENT PTY LIMITED	AUSTRALIA
	MACQUARIE FUNDS MANAGEMENT SPC	CAYMAN ISLANDS
20-3783039	MACQUARIE FUNDS MANAGEMENT(USA)INC.	UNITED STATES
4088350	MACQUARIE FUTURES USA INC	UNITED STATES
170	MACQUARIE FUTURES & OPTIONS(HONG KONG)LIMITED	HONG KONG
111631	MACQUARIE FUTURES(ASIA)LIMITED	HONG KONG
117 033 226	MACQUARIE GLASSCOCKS PTY LIMITED	AUSTRALIA
084 388 947	MACQUARIE GLOBAL DEBT INVESTMENTS NO.1 PTY LIMITED	AUSTRALIA
075 176 779	MACQUARIE GLOBAL DEBT INVESTMENTS NO.2 PTY LIMITED	AUSTRALIA
	MACQUARIE GLOBAL FINANCE SERVICES(MAURITIUS)LIMITED	MAURITIUS
5259497	MACQUARIE GLOBAL INVESTMENTS(UK)LIMITED	ENGLAND/WALES
4346896	MACQUARIE GLOBAL OPPORTUNITIES PARTNERS GP LLC	UNITED STATES
	MACQUARIE GLOBAL OPPORTUNITIES PARTNERS GP LTD	CAYMAN ISLANDS
4332814	MACQUARIE GLOBAL OPPORTUNITIES PARTNERS INC	UNITED STATES
	MACQUARIE GLOBAL OPPORTUNITIES PARTNERS INVESTMENT LTD	CAYMAN ISLANDS
110 930 964	MACQUARIE GLOBAL PROPERTY FUNDS LIMITED	AUSTRALIA
168982	MACQUARIE GLOBAL SERVICES PRIVATE LIMITED	INDIA
5622726	MACQUARIE GLOBAL UTILITY INVESTMENTS GP LIMITED	ENGLAND/WALES
5488013	MACQUARIEGP LIMITED	ENGLAND/WALES
5718600	MACQUARIEGP2 LIMITED	ENGLAND/WALES
122 169 340	MACQUARIEGROUP HOLDINGSLIMITED	AUSTRALIA
1952566	MACQUARIEGROUP HOLDINGSNEW ZEALAND LIMITED	NEW ZEALAND
124071 405	MACQUARIEGROUP HOLDINGSNO.1 LTD	AUSTRALIA
124071 478	MACQUARIEGROUP HOLDINGSNO.3PTY LTD	AUSTRALIA
200412291W	MACQUARIEGROUP HOLDINGS (SINGAPORE)PTE LIMITED	SINGAPORE
6357992	MACQUARIEGROUP HOLDINGS (UK)NO.1 LIMITED	UNITED KINGDOM
6357999	MACQUARIEGROUP HOLDINGS (UK)NO.2 LIMITED	UNITED KINGDOM
6357976	MACQUARIEGROUP HOLDINGS (UK)NO.3LIMITED	UNITED KINGDOM
6373218	MACQUARIEGROUP INVESTMENTS (UK)LIMITED	UNITED KINGDOM
122 169279	MACQUARIEGROUP LIMITED	AUSTRALIA
245979	MACQUARIEGROUP NEW ZEALAND LIMITED	NEW ZEALAND

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116 467 031	MACQUARIE GROUP SERVICES AUSTRALIA PTY LTD	AUSTRALIA
FC027877	MACQUARIE GROUP SERVICES AUSTRALIA PTY LTD(LONDON BRANCH)
124 071 389	MACQUARIE GROUP(US)HOLDINGS NO.1 PTY LTD	AUSTRALIA
599031	MACQUARIE HALLWAY PROPERTY LIMITED	BRITISH VIRGIN ISLANDS
	MACQUARIE HARBOURSIDE ASSET MANAGEMENT LIMITED	CAYMAN ISLANDS
112 058 072	MACQUARIE HEALTH AND RETIREMENT PTY LIMITED	AUSTRALIA
100 509 975	MACQUARIE HEALTH HOLDINGS PTY LTD	AUSTRALIA
	MACQUARIE HOLDINGS TRUST	AUSTRALIA
200703280D	MACQUARIE HOLDINGS(SINGAPORE)PTE. LTD	SINGAPORE
6309919	MACQUARIE HOLDINGS(UK)NO.1 LIMITED	ENGLAND/WALES
2428034/8809391	MACQUARIE HOLDINGS(U.S.A.)INC	UNITED STATES
	MACQUARIE HONG KONG FINANCE LIMITED	CAYMAN ISLANDS
ELE	MACQUARIE HONG KONG FINANCE LIMITED(HONG KONG BRANCH)	39415
116 381 634	MACQUARIE HORTICULTURAL SERVICES PTY LIMITED	AUSTRALIA
421022	MACQUARIE IH IRELAND LIMITED	IRELAND
3075842	MACQUARIE INC	UNITED STATES
116 548 880	MACQUARIE INCOME INVESTMENTS LIMITED	AUSTRALIA
	MACQUARIE INDEX LINKED PROPERTY SECURITIES FUND	AUSTRALIA
	MACQUARIE INDIA HOLDINGS LIMITED	MAURITIUS
58340	MACQUARIE INDIAN AIRPORTS TWO LIMITED	MAURITIUS
071 501 918	MACQUARIE INDONESIA HOLDINGS PTY LIMITED	AUSTRALIA
C41803	MACQUARIE INDUSTRIAL INVESTMENTS MALTA LIMITED	MALTA
	MACQUARIE INFRASTRUCTURE DEVELOPMENT FUND	39479
074 311 390	MACQUARIE INFRASTRUCTURE FUNDS MANAGEMENT LIMITED	AUSTRALIA
5755862	MACQUARIE INFRASTRUCTURE GP LIMITED	ENGLAND/WALES
170.3.028.960-5	MACQUARIE INFRASTRUCTURE HOLDINGS AG	SWITZERLAND
072 609 271	MACQUARIE INFRASTRUCTURE INVESTMENT MANAGEMENT LIMITED	AUSTRALIA
072 652 736	MACQUARIE INFRASTRUCTURE LIMITED	AUSTRALIA
112 772 871	MACQUARIE INFRASTRUCTURE MANAGEMENT(ASIA)PTY LIMITED	AUSTRALIA
06823M	MACQUARIE INFRASTRUCTURE MANAGEMENT(ASIA)PTY LIMITED - SING	SINGAPORE
3707788	MACQUARIE INFRASTRUCTURE MANAGEMENT(USA)INC	UNITED STATES
072 677 993	MACQUARIE INFRASTRUCTURE NO.2 LIMITED	AUSTRALIA
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4339673	MACQUARIE INFRASTRUCTURE PARTNERS CANADA GP LTD	CANADA
20-4166306	MACQUARIE INFRASTRUCTURE PARTNERS INC	UNITED STATES
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29003	MACQUARIE INFRASTRUCTURE PRIVATE TRUSTEE COMPANY LIMITED	BERMUDA
129 526 272	MACQUARIE INSURANCE SOLUTIONS(BROKER)PTY LTD	AUSTRALIA
200505701K	MACQUARIE INSURANCE(SINGAPORE)PTE. LTD.	SINGAPORE
117787C	MACQUARIE INTERNATIONAL ADVISORY LIMITED	ISLE OF MAN
127 735 960	MACQUARIE INTERNATIONAL ADVISORY SERVICES PTY LIMITED	AUSTRALIA
502151	MACQUARIE INTERNATIONAL CAPITAL MARKETS LIMITED	HONG KONG
092 985 263	MACQUARIE INTERNATIONAL FINANCE LIMITED	AUSTRALIA
4125302	MACQUARIE INTERNATIONAL HOLDINGS LIMITED	ENGLAND/WALES
108 590 996	MACQUARIE INTERNATIONAL INVESTMENTS PTY LIMITED	AUSTRALIA
1802574	MACQUARIE INTERNATIONAL LIMITED	ENGLAND/WALES
	MACQUARIE INTERNATIONAL LIMITED SEOUL BRANCH	KOREA
	MACQUARIE INTERNATIONAL LIMITED(HONG KONG BRANCH)	HONG KONG
169002	MACQUARIE INTERNATIONAL NEW YORK PARKING CO	CAYMAN ISLANDS
127 487 601	MACQUARIE INTERNATIONAL OFFICE PTY LIMITED	AUSTRALIA
078 980 668	MACQUARIE INTERNATIONAL PROPERTY SERVICES PTY. LIMITED	AUSTRALIA
169050	MACQUARIE INTERNATIONAL SC INVESTMENTS CO	CAYMAN ISLANDS
	MACQUARIE INTERNATIONAL SMALL CAP ROADS CO	CAYMAN ISLANDS
4957256	MACQUARIE INTERNATIONALE INVESTMENTS LIMITED	ENGLAND/WALES
785179	MACQUARIE INVESTMENT ADVISORY(BEIJING)CO LTD	CHINA
122 939 600	MACQUARIE INVESTMENT HOLDINGS LIMITED	AUSTRALIA
112 017 919	MACQUARIE INVESTMENT HOLDINGS NO.2 PTY LIMITED	AUSTRALIA
002 867 003	MACQUARIE INVESTMENT MANAGEMENT LTD	AUSTRALIA
TBC	MACQUARIE INVESTMENT MANAGEMENT SARL	LUXEMBOURG
WN 1114216	MACQUARIE INVESTMENT MANAGEMENT(NZ)LIMITED	NEW ZEALAND
071 745 401	MACQUARIE INVESTMENT SERVICES LIMITED	AUSTRALIA
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36631	MACQUARIE INVESTMENT(HONG KONG)LIMITED	HONG KONG
5582630	MACQUARIE INVESTMENTS 1 LIMITED	ENGLAND/WALES
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069 416 977	MACQUARIE INVESTMENTS AUSTRALIA PTY LIMITED	AUSTRALIA
74953	MACQUARIE INVESTMENTS DEUTSCHLAND GMBH	GERMANY
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4104671	MACQUARIE INVESTMENTS(UK)LIMITED	ENGLAND/WALES
20-5871327	MACQUARIE INVESTMENTS(USA)INC	UNITED STATES
6373185	MACQUARIE INVESTOR PRODUCTS(UK)LIMITED	UNITED KINGDOM
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10/211

459515-H	MACQUARIE IT SDN BHD	MALAYSIA
262381	MACQUARIE I.T.(NZ)LIMITED	NEW ZEALAND
107 147 222	MACQUARIE JAPAN INFRASTRUCTURE NO.1 PTY LIMITED	AUSTRALIA
0199-03-01202	MACQUARIE JAPAN INFRASTRUCTURE NO.1 PTY LIMITED(JAPAN BRANC	JAPAN
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0199-03-011932	MACQUARIE JAPAN INFRASTRUCTURE NO.2 PTY LIMITED(JAPAN BRANC	JAPAN
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0199-03-012590	MACQUARIE JAPAN INFRASTRUCTURE NO.3 PTY LIMITED(JAPAN BRANC	JAPAN
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0199-03-012591	MACQUARIE JAPAN INFRASTRUCTURE NO.4 PTY LIMITED(JAPAN BRANC	JAPAN
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119 106 053	MACQUARIE JAQUES PTY LIMITED	AUSTRALIA
110 990 184	MACQUARIE JIN LIN PTY LIMITED	AUSTRALIA
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128 743 822	MACQUARIE KEYAKIZAKA HOLDINGS PTY LIMITED	AUSTRALIA
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104-81-53531	MACQUARIE KOREA CO. LTD	KOREA
104-81-95716	MACQUARIE KOREA OPPORTUNITIES MANAGEMENT,INC.	KOREA
5487970	MACQUARIE KOREAN INVESTMENT HOLDINGS LIMITED	ENGLAND/WALES
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5867292	MACQUARIE LEASING LIMITED	ENGLAND/WALES
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010 529 638	MACQUARIE LEASINGQLD PTY. LIMITED	AUSTRALIA
1156	MACQUARIE LEASING(CHINA)CO LIMITED	CHINA
243880	MACQUARIE LEASING(NZ)LIMITED	NEW ZEALAND
2997799	MACQUARIE LEASING(UK)LIMITED	ENGLAND/WALES
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127 027 712	MACQUARIE LEISURE MANAGEMENT HEALTH CLUBS PTY LIMITED	AUSTRALIA
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5582628	MACQUARIE LONDON EXCHANGE INVESTMENTS LIMITED	ENGLAND/WALES
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20-5426915	MACQUARIE LONGVIEW UPSTREAM LLC	UNITED STATES
114 174 168	MACQUARIE LP FINANCE COMPANY PTY LIMITED	AUSTRALIA
115 036 470	MACQUARIE MANAGED INVESTMENTS LIMITED	AUSTRALIA
116 208 354	MACQUARIE MANAGEMENT COMPANY(ISF)3 LIMITED	AUSTRALIA
	MACQUARIE MANAGEMENT GMBH	GERMANY
127 317 837	MACQUARIE MARTIN PLACE FINANCE PTY LIMITED	AUSTRALIA
51142 C1/GBL	MACQUARIE MAURITIUS INVESTMENTS LIMITED	MAURITIUS
116 007 740	MACQUARIE MCO HOLDINGS PTY LIMITED	AUSTRALIA
3720443	MACQUARIE MDT HOLDINGS INC	UNITED STATES
	MACQUARIE MDT HOLDINGS TRUST	UNITED STATES
108 538 218	MACQUARIE MEDIA FUND MANAGEMENT PTY LIMITED	AUSTRALIA
115 524 019	MACQUARIE MEDIA MANAGEMENT LIMITED	AUSTRALIA
639997-5	MACQUARIE METALS AND ENERGY CAPITAL(CANADA)LTD.	CANADA
4921203	MACQUARIE METERS 1(UK)LIMITED	ENGLAND/WALES
4920378	MACQUARIE METERS 2(UK)LIMITED	ENGLAND/WALES
4508971	MACQUARIE MICROSTAR HOLDINGS INC	UNITED STATES
095 180 564	MACQUARIE MIDDLE EAST HOLDINGS PTY LIMITED	AUSTRALIA
115 524 028	MACQUARIE MIDDLE EAST MANAGEMENT LIMITED	AUSTRALIA
112 748 599	MACQUARIE MIDDLE EAST REAL ESTATE CAPITAL HOLDINGS PTY LTD	AUSTRALIA
128 138 376	MACQUARIE MILTON PTY LIMITED	AUSTRALIA
4100974	MACQUARIE MISSISSIPPI GAS INC.	UNITED STATES
117 033 431	MACQUARIE MOORE STREET PTY LIMITED	AUSTRALIA
120 070 788	MACQUARIE MORTGAGES CANADA HOLDINGS PTY LIMITED	AUSTRALIA
	MACQUARIE MORTGAGES FUNDING TRUST 2007-1
057 760 175	MACQUARIE MORTGAGES PTY LIMITED	AUSTRALIA
010473862/3438695	MACQUARIE MORTGAGES USA INC	UNITED STATES
200404077D	MACQUARIE NE HOLDINGS(SINGAPORE)PTE LIMITED	SINGAPORE
	MACQUARIE NEW WORLD GAMING CANADA LTD	CANADA
	MACQUARIE NEW WORLD GAMING PARTNERSHIP	CANADA
4411569	MACQUARIE NEW YORK PARKING 1 LLC	UNITED STATES
20-3669351	MACQUARIE NEW YORK PARKING INC.	UNITED STATES
334868	MACQUARIE NEW ZEALAND LIMITED	NEW ZEALAND
123 851 436	MACQUARIE NOOSA PTY LTD	AUSTRALIA
418159-0	MACQUARIE NORTH AMERICA HOLDINGSLTD	CANADA
348101-8	MACQUARIE NORTH AMERICA LTD.	CANADA
393998-7	MACQUARIE NORTH AMERICASECURITIESLTD	CANADA

11/211

107 464 620	MACQUARIE NOTE INVESTMENTS PTY LIMITED	AUSTRALIA
008 595 711	MACQUARIE NZ HOLDINGS PTY LIMITED	AUSTRALIA
009 636 257	MACQUARIE N.T. LEASING PTY. LIMITED	AUSTRALIA
117 033 637	MACQUARIE OFFICE COLLINS STREET PTY LIMITED	AUSTRALIA
127 497 536	MACQUARIE OFFICE INVESTMENTS PTY LIMITED	AUSTRALIA
006 765 206	MACQUARIE OFFICE MANAGEMENT LIMITED	AUSTRALIA
4272055	MACQUARIE OFFICE TRS SERVICES INC	UNITED STATES
129 590 576	MACQUARIE OFFSHORE SERVICES PTY LTD	AUSTRALIA
4986957	MACQUARIE OIL AND GAS HOLDINGS INC	UNITED STATES
	MACQUARIE ONE LIMITED	UNITED ARAB EMIRATES
002 934 705	MACQUARIE OPTIONS PTY. LIMITED	AUSTRALIA
108 538 003	MACQUARIE PARKING INFRASTRUCTURE PTY LIMITED	AUSTRALIA
111 494 172	MACQUARIE PARTNERSHIP FINANCE CO PTY LIMITED	AUSTRALIA
107 464 264	MACQUARIE PARTNERSHIP INVESTMENT HOLDINGS PTY LIMITED	AUSTRALIA
122 169 368	MACQUARIE PASTORAL MANAGEMENT LTD	AUSTRALIA
122 169 304	MACQUARIE PASTORAL SERVICES LTD	AUSTRALIA
115 251 619	MACQUARIE PAYMENTS INFRASTRUCTURE HOLDINGS PTY LIMITED	AUSTRALIA
6349353	MACQUARIE PETERBOROUGH HOSPITAL INVESTMENTS LIMITED	UNITED KINGDOM
091 666 929	MACQUARIE PHOTONICS PTY LIMITED	AUSTRALIA
093 919 727	MACQUARIE PIB MANAGEMENT PTY LIMITED	AUSTRALIA
115 622 449	MACQUARIE PIB PROJECT CO A PTY LIMITED	AUSTRALIA
115 622 458	MACQUARIE PIB PROJECT CO B PTY LIMITED	AUSTRALIA
107 464 586	MACQUARIE PORTFOLIO INVESTMENTS NO.1 PTY LIMITED	AUSTRALIA
107 464 540	MACQUARIE PORTFOLIO INVESTMENTS NO.2 PTY LIMITED	AUSTRALIA
078 271 226	MACQUARIE PORTFOLIO SERVICES PTY LIMITED	AUSTRALIA
4084305	MACQUARIE PORTS INC	UNITED STATES
423531-2	MACQUARIE POWER MANAGEMENT LTD	CANADA
112 561 501	MACQUARIE PRINCIPAL PTY LIMITED	AUSTRALIA
200703284G	MACQUARIE PRINCIPAL(SINGAPORE)PTE. LTD	SINGAPORE
082 038 328	MACQUARIE PRISM PTY LIMITED	AUSTRALIA
116 782 006	MACQUARIE PRIVATE CAPITAL MANAGEMENT LIMITED	AUSTRALIA
089 987 388	MACQUARIE PRIVATE PORTFOLIO MANAGEMENT LIMITED	AUSTRALIA
WN1 144 511	MACQUARIE PRIVATE PORTFOLIO MANAGEMENT(NZ)PTY LIMITED	NEW ZEALAND
074 453 393	MACQUARIE PROJECT FINANCE PTY LIMITED	AUSTRALIA
008 606 826	MACQUARIE PROPERTY CHINA PTY LIMITED	AUSTRALIA
077 727 318	MACQUARIE PROPERTY DEVELOPMENT FINANCE PTY LIMITED	AUSTRALIA
AK 640307	MACQUARIE PROPERTY FINANCE LIMITED	NEW ZEALAND
076 560 917	MACQUARIE PROPERTY FINANCE MANAGEMENT PTY LIMITED	AUSTRALIA
109 837 783	MACQUARIE PROPERTY FUNDS LIMITED	AUSTRALIA
065 678 962	MACQUARIE PROPERTY INTERNATIONAL PTY LIMITED	AUSTRALIA
105 453 736	MACQUARIE PROPERTY INVESTMENT MANAGEMENT 2 LIMITED	AUSTRALIA
120 957 333	MACQUARIE PROPERTY INVESTMENT MANAGEMENT 5 LIMITED	AUSTRALIA
120 957 360	MACQUARIE PROPERTY INVESTMENT MANAGEMENT 6 LIMITED	AUSTRALIA
088 772 203	MACQUARIE PROPERTY INVESTMENT MANAGEMENT HOLDINGS LIMITED	AUSTRALIA
128 219 330	MACQUARIE PROPERTY LEVER PTY LIMITED	AUSTRALIA
064 904 169	MACQUARIE PROPERTY(OBU)PTY LIMITED	AUSTRALIA
124 282 364	MACQUARIE PUZZLE NO.1 PTY LIMITED	AUSTRALIA
124 282 319	MACQUARIE PUZZLE NO.2 PTY LIMITED	AUSTRALIA
124 683 218	MACQUARIE PUZZLE NO.3 PTY LIMITED	AUSTRALIA
124 683 174	MACQUARIE PUZZLE NO.4 PTY LIMITED	AUSTRALIA
124 683 147	MACQUARIE PUZZLE NO.5 PTY LIMITED	AUSTRALIA
124 683 110	MACQUARIE PUZZLE NO.6 PTY LIMITED	AUSTRALIA
113 621 024	MACQUARIEQUEEN STREET PTY LIMITED	AUSTRALIA
20-3609362	MACQUARIE RAIL INC.	UNITED STATES
6474756	MACQUARIE RAIL LIMITED	CANADA
4484981	MACQUARIE RAIL MANAGEMENT LLC	UNITED STATES
115 220 123	MACQUARIE READING PTY LIMITED	AUSTRALIA
2007/032542/07	MACQUARIE REAL ESTATE AFRICA A(PROPRIETARY)LIMITED	SOUTH AFRICA
2007/032550/07	MACQUARIE REAL ESTATE AFRICA B(PROPRIETARY)LIMITED	SOUTH AFRICA
129 130 963	MACQUARIE REAL ESTATE AFRICA INVESTMENTS PTY LIMITED	AUSTRALIA
2007/032542/07	MACQUARIE REAL ESTATE AFRICA(PROPRIETARY)LIMITED	SOUTH AFRICA
623285	MACQUARIE REAL ESTATE ASIA LIMITED	HONG KONG
095 918 068	MACQUARIE REAL ESTATE ASIA NOMINEES PTY LIMITED	AUSTRALIA
0199-01-089825	MACQUARIE REAL ESTATE CAPITAL KK	JAPAN
5778777	MACQUARIE REAL ESTATE EUROPE LIMITED	ENGLAND/WALES
1259575	MACQUARIE REAL ESTATE FINANCE CONSULTING INC	UNITED STATES
22-3845767	MACQUARIE REAL ESTATE FINANCE INC	UNITED STATES
20-5331405	MACQUARIE REAL ESTATE HOLDINGS INC	UNITED STATES
981422025-2920528	MACQUARIE REAL ESTATE INC	UNITED STATES
114 018 370	MACQUARIE REAL ESTATE INVESTMENTS PTY LIMITED	AUSTRALIA
104-81-74725	MACQUARIE REAL ESTATE KOREA LIMITED	KOREA
119 898 038	MACQUARIE REAL ESTATE MANAGEMENT SERVICES PTY LIMITED	AUSTRALIA
058 056 616	MACQUARIE REAL ESTATE MANAGEMENT SERVICES(ACT)PTY LIMITED	AUSTRALIA
003 420 460	MACQUARIE REAL ESTATE MANAGEMENT SERVICES(NSW)PTY. LIMITED	AUSTRALIA
010 795 794	MACQUARIE REAL ESTATE MANAGEMENT SERVICES(QLD)PTY LIMITED	AUSTRALIA
123 021 812	MACQUARIE REAL ESTATE MANAGEMENT SERVICES(SA)PTY LIMITED	AUSTRALIA

12/211

123 021 938	MACQUARIE REAL ESTATE MANAGEMENT SERVICES(TAS)PTY LIMITED	AUSTRALIA
005 996 725	MACQUARIE REAL ESTATE MANAGEMENT SERVICES(VIC)PTY LIMITED	AUSTRALIA
079 672 450	MACQUARIE REAL ESTATE MANAGEMENT SERVICES(WA)PTY LIMITED	AUSTRALIA
200509669E	MACQUARIE REAL ESTATE SINGAPORE PTE LIMITED	SINGAPORE
4326812	MACQUARIE REAL ESTATE TELECOM HOLDINGS LLC	UNITED STATES
102 368 052	MACQUARIE REALTY SERVICES AUSTRALIA PTY LIMITED	AUSTRALIA
4535338	MACQUARIE REGIONAL SHAREHOLDINGS(UK)LIMITED	ENGLAND/WALES
4454539	MACQUARIE RENEWABLE ENERGY INC	UNITED STATES
112 147 350	MACQUARIE RENEWABLES HOLDINGS PTY LIMITED	AUSTRALIA
112 588 664	MACQUARIE RENEWABLES MANAGEMENT LIMITED	AUSTRALIA
125 098 179	MACQUARIE RESIDENTIAL MANAGEMENT PTY LTD	AUSTRALIA
	MACQUARIE RESIDENTIAL TRUST	AUSTRALIA
125 098 339	MACQUARIE RESIDENTIAL(STATE)MANAGEMENT PTY LTD	AUSTRALIA
	MACQUARIE RESOURCE CAPITAL CANADA LTD	CANADA
4421977	MACQUARIE RESTRUCTURING AND SPECIAL SITUATIONS INC.	UNITED STATES
37450	MACQUARIE RG INVESTMENTS LIMITED	BERMUDA
006 219 852	MACQUARIE RISK ADVISORY SERVICES LIMITED	AUSTRALIA
003 898 413	MACQUARIE RISK MANAGEMENT ADVISORY PTY LIMITED	AUSTRALIA
121 066 493	MACQUARIE RPD HOLDINGS PTY LTD	AUSTRALIA
20-4438523	MACQUARIE SC INVESTMENTS INC	UNITED STATES
063 267 032	MACQUARIE SCIENCE HOLDINGS PTY LIMITED	AUSTRALIA
104-81-99444	MACQUARIE SECURITIES KOREA LIMITED	KOREA
	MACQUARIE SECURITIES LIMITED(KOREA BRANCH)	KOREA
	MACQUARIE SECURITIES LIMITED(TAIWAN BRANCH)	TAIWAN,PROVINCE OF CHI
003 435 443	MACQUARIE SECURITIES MANAGEMENT PTY LIMITED	AUSTRALIA
2006/023546/07	MACQUARIE SECURITIES SOUTH AFRICA(PROPRIETARY)LIMITED	SOUTH AFRICA
418160-3	MACQUARIE SECURITIES(CANADA)LTD	CANADA
MC - 134609	MACQUARIE SECURITIES(JAPAN)LIMITED	CAYMAN ISLANDS
003 297 336	MACQUARIE SECURITISATION LIMITED	AUSTRALIA
641342	MACQUARIE SECURITISATION(HONG KONG)LIMITED	HONG KONG
075 289 002	MACQUARIE SECURITISATION(OBU)PTY LIMITED	AUSTRALIA
20- 1702053	MACQUARIE SECURITIZATION USA LLC	UNITED STATES
200513362E	MACQUARIE SERVICES SINGAPORE PTE LIMITED	SINGAPORE
496224	MACQUARIE SERVICES(HONG KONG)LIMITED	HONG KONG
126 143 860	MACQUARIE SGT PTY LIMITED	AUSTRALIA
	MACQUARIE SGT TRUST	AUSTRALIA
125 336 101	MACQUARIE SHENTON PTY LIMITED	AUSTRALIA
6388283	MACQUARIE SOURCING LIMITED	UNITED KINGDOM
096 705 341	MACQUARIE SOUTH KINGSCLIFF PTY LIMITED	AUSTRALIA
B84472539	MACQUARIE SPAIN S.L.	SPAIN
075 295 608	MACQUARIE SPECIALISED ASSET MANAGEMENT 2 LIMITED	AUSTRALIA
087 382 965	MACQUARIE SPECIALISED ASSET MANAGEMENT LIMITED	AUSTRALIA
	MACQUARIE SPECIALISED ASSET MANAGEMENT(BERMUDA)LIMITED	BERMUDA
418161-1	MACQUARIE SPECIALIZED FINANCING LTD	CANADA
126 143 904	MACQUARIE ST GEORGES TERRACE PTY LIMITED	AUSTRALIA
583316	MACQUARIE STRUCTURED PRODUCTS ASIA LIMITED	BRITISH VIRGIN ISLANDS
	MACQUARIE STRUCTURED PRODUCTS ASIA LIMITED(HONG KONG BRAN	BRITISH VIRGIN ISLANDS
008 607 074	MACQUARIE STRUCTURED PRODUCTS AUSTRALIA LIMITED	AUSTRALIA
065 747 417	MACQUARIE STRUCTURED PRODUCTS(INTERNATIONAL)LIMITED	AUSTRALIA
008 607 038	MACQUARIE SWAN STREET PTY LIMITED	AUSTRALIA
092 034 403	MACQUARIE SYNDICATE MANAGEMENT PTY LTD	AUSTRALIA
092 034 485	MACQUARIE SYNDICATE NOMINEE PTY LTD	AUSTRALIA
069 344 289	MACQUARIE SYNDICATION(NO. 22)PTY. LIMITED	AUSTRALIA
069 344 387	MACQUARIE SYNDICATION(NO. 23)PTY. LIMITED	AUSTRALIA
062 060 879	MACQUARIE SYNDICATION(NO. 7)PTY. LIMITED	AUSTRALIA
065 309 033	MACQUARIE SYNDICATION(NO.12)PTY LIMITED	AUSTRALIA
392769-T	MACQUARIE TECHNOLOGIES(M)SDN BHD	MALAYSIA
421234	MACQUARIE TECHNOLOGY FINANCE LIMITED	IRELAND
124 335 593	MACQUARIE TECHNOLOGY FINANCE PTY LIMITED	AUSTRALIA
C41050	MACQUARIE TECHNOLOGY HOLDINGS(MALTA)LIMITED	MALTA
080 218 846	MACQUARIE TECHNOLOGY INVESTMENTS LIMITED	AUSTRALIA
009 641 196	MACQUARIE TECHNOLOGY SERVICES PTY LTD	AUSTRALIA
680639-2	MACQUARIE TECHNOLOGY SERVICES(CANADA)LIMITED	CANADA
080 472 751	MACQUARIE TECHNOLOGY VENTURES PTY LTD	AUSTRALIA
100 708 254	MACQUARIE TELECOMMUNICATIONS HOLDINGS PTY LTD	AUSTRALIA
008 606 782	MACQUARIE THIRTY-SEVENTH AVIATION LEASING PTY. LIMITED	AUSTRALIA
008 606 906	MACQUARIE THIRTY-THIRD AVIATION LEASING PTY. LIMITED	AUSTRALIA
009 642 933	MACQUARIE TOURISM & LEISURE PTY LIMITED	AUSTRALIA
4240237	MACQUARIE TRADING SERVICES INC	UNITED STATES
1888243	MACQUARIE TREASURY FINANCE(NZ)LIMITED	NEW ZEALAND
	MACQUARIE TREASURY MANAGEMENT LTD.	BERMUDA
232767	MACQUARIE TREUVERMOEGEN GMBH	GERMANY
	MACQUARIE TRUE INDEX AUSTRALIAN EQUITIES FUND	AUSTRALIA
	MACQUARIE TRUE INDEX AUSTRALIAN SHARE FUND	AUSTRALIA
	MACQUARIE TRUE INDEX CASH FUND	AUSTRALIA
	MACQUARIE TRUE INDEX FIXED INTEREST	AUSTRALIA

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	MACQUARIE TRUE INDEX GLOBAL BOND FUND	AUSTRALIA
121 530 041	MACQUARIE TRUE INDEX INTERNATIONAL EQUITIES FUND	AUSTRALIA
	MACQUARIE TRUE INDEX LISTED PROPERTY	AUSTRALIA
	MACQUARIE TRUE INDEX PLUS AUSTRALIAN EQUITY	AUSTRALIA
008 607 029	MACQUARIE TWELFTH AVIATION LEASING PTY. LIMITED	AUSTRALIA
008 607 109	MACQUARIE TWENTIETH AVIATION LEASING PTY. LIMITED	AUSTRALIA
008 606 853	MACQUARIE TWENTY-EIGHTH AVIATION LEASING PTY. LIMITED	AUSTRALIA
008 606 844	MACQUARIE TWENTY-SEVENTH AVIATION LEASING PTY. LIMITED	AUSTRALIA
2579363	MACQUARIE UK HOLDINGS LIMITED	ENGLAND/WALES
115 219 988	MACQUARIE UK PROPERTY MANAGEMENT PTY LIMITED	AUSTRALIA
261723	MACQUARIE VEHICLES(NZ)LIMITED	NEW ZEALAND
HRB 56359	MACQUARIE VERWALTUNGS GMBH	GERMANY
4474070	MACQUARIE WATER HEATER RENTALS HOLDINGS 2 LLC	UNITED STATES
4370515	MACQUARIE WATER HEATER RENTALS HOLDINGS LLC	UNITED STATES
4370511	MACQUARIE WATER HEATER RENTALS LLC	UNITED STATES
168966	MACQUARIE WEALTH MANAGEMENT(INDIA)PRIVATE LIMITED	INDIA
116 308 466	MACQUARIE(171 COLLINS ST)PTY LIMITED	AUSTRALIA
115 007 817	MACQUARIE(454 COLLINS STREET)PTY LIMITED	AUSTRALIA
093 438 414	MACQUARIE (ARNCLIFFE) PTY LTD	AUSTRALIA
	MACQUARIE (ASIA) PTE LIMITED (TAIWAN BRANCH)	TAIWAN, PROVINCE OF CHINA
198500776M	MACQUARIE(ASIA)PTE LTD	SINGAPORE
119 105 896	MACQUARIE(COLEMANS)PTY LIMITED	AUSTRALIA
200228	MACQUARIE(HK)FINANCIAL SERVICES LIMITED	HONG KONG
	MACQUARIE(JAPAN)LIMITED	JAPAN
110 256 418	MACQUARIE(PYRMONT)PTY LIMITED	AUSTRALIA
6287793	MACQUARIE(UK)GROUP SERVICES LIMITED	UNITED KINGDOM
	MAGYAR RAIL CARGO KFT	HUNGARY
006 010 500	MAIL HOLDINGS PTY LIMITED	AUSTRALIA
	MAP HOLDING TRUST	AUSTRALIA
090 975 456	MARGIN LENDING NOMINEES PTY LIMITED	AUSTRALIA
	MARKGOLD INTERNATIONAL HOUSING AND LAND CONSULTING(BEIJING	CHINA
	MARKGOLD INTERNATIONAL HOUSING AND LAND CONSULTING(SHANG	HCHINA
102 964 312	MASL NO. 2 PTY LIMITED	AUSTRALIA
44918	MAYVEN INTERNATIONAL LIMITED	ENGLAND/WALES
5842104	MAYVEN UK PLC	ENGLAND/WALES
008 607 092	MBL REALTY INVESTMENT MANAGEMENT PTY. LIMITED	AUSTRALIA
001 330 132	MBL RIVER LINKS PTY LIMITED	AUSTRALIA
363941	MC CAPITAL GROUP	IRELAND
069 343 693	MC CAPITAL HOLDINGS NO.1 PTY LIMITED	AUSTRALIA
069 343 791	MC CAPITAL HOLDINGS NO.2 PTY LIMITED	AUSTRALIA
078 223 382	MCF LEASING PTY LIMITED	AUSTRALIA
000 977 935	MCNEE HOLDINGS PTY LIMITED	AUSTRALIA
SC280388	MEIF(SCOTLAND)GP LIMITED	SCOTLAND
4866246	MEIF(UK)LIMITED	ENGLAND/WALES
006 238 482	MEMNON PTY. LIMITED	AUSTRALIA
007 226 306	MENDLESHAM CORPORATION PTY. LIMITED	AUSTRALIA
084 781 555	MERIT MANAGEMENT NO.1 PTY LIMITED	AUSTRALIA
084 781 493	MERIT NO.1 PTY LIMITED	AUSTRALIA
000 000 000	MERIT TRUST NO. 2	AUSTRALIA
44919	MGIG INTERNATIONAL LIMITED	ENGLAND/WALES
5841526	MGIG UK HOLDINGS LIMITED	ENGLAND/WALES
5841542	MGIG UK LIMITED	ENGLAND/WALES
200708397H	MGJ HOLDINGS PTE LIMITED	SINGAPORE
	MICLYN EXPRESS OFFSHORE LIMITED	AUSTRALIA
26-2041571	MICROSTAR GLOBAL ASSET MANAGEMENT LLC	UNITED STATES
26-2041571	MICROSTAR LOGISTICS LLC	UNITED STATES
	MIF US INVESTMENT HOLDINGS LLC	UNITED STATES
	MIF US INVESTMENT PARTNERSHIP	UNITED STATES
	MIH BERMUDA 1 LIMITED	BERMUDA
	MIH BERMUDA 2 LIMITED	BERMUDA
	MIH LUXEMBOURG SA	LUXEMBOURG
4261648	MIHI LLC	UNITED STATES
0199-02-049501	MINTAKA YUGEN KAISHA	JAPAN
	MIOM 2 LIMITED	ISLE OF MAN
59705	MIREF INTERNATIONAL HOLDINGS LIMITED	MAURITIUS
124 392 829	MITCHELL HEALTH PARTNERSHIP HOLDINGS PTY LIMITED	AUSTRALIA
124 393 166	MITCHELL HEALTH PARTNERSHIP PTY LIMITED	AUSTRALIA
0199-02-032951	MJL ACE LTD	JAPAN
0199-02-032952	MJL BAY LTD	JAPAN
0199-02-009415	MJL COOKIE LTD	JAPAN
0199-02-038065	MJL HAWK LTD	JAPAN
0199-02-038068	MJL IMPULSE LTD	JAPAN
20- 1702053	MMUSA WAREHOUSE NO 1 LLC	UNITED STATES
	MONGOOSE ACQUISITION LLC	UNITED STATES
JZ 14/211

103 410 297	MONGOOSE PTY LTD	AUSTRALIA
WK-133920	MONKWELL INVESTMENTS LIMITED	CAYMAN ISLANDS
086 587 608	MONT PARK DEVELOPMENT COMPANY PTY LIMITED	AUSTRALIA
	MOORE STREET TRUST	AUSTRALIA
061 160 558	MQCAPITAL PTY LIMITED	AUSTRALIA
	MQJAPAN MARKET NEUTRAL FUND(CAYMAN ISLANDS)	AUSTRALIA
092 552 611	MQPORTFOLIO MANAGEMENT LIMITED	AUSTRALIA
200703288K	MQSPECIALISED INVESTMENT MANAGEMENT(SINGAPORE)PTE. LIMITE	SINGAPORE
086 438 995	MQSPECIALIST INVESTMENT MANAGEMENT LIMITED	AUSTRALIA
4436086	MREC OP 1 LLC	UNITED STATES
124 335 333	MTF HOLDINGS PTY LIMITED	AUSTRALIA
117 100 615	MUSASHI INVESTOR PTY LIMITED	AUSTRALIA
006 938 825	MXMM CAPITAL MARKETS NOMINEES PTY LIMITED	AUSTRALIA
001 902 165	MXMM FUNDS MANAGEMENT PTY LIMITED	AUSTRALIA
118 029 664	M&I DEBT INVESTMENTS PTY LIMITED	AUSTRALIA
118 029 342	M&I INVESTMENTS HOLDINGS PTY LIMITED	AUSTRALIA
003 337 675	NANWAY NOMINEES PTY LIMITED	AUSTRALIA
	NDI NO.1 LLC	UNITED STATES
111 180 271	NEW MEDIA HOLDINGS PTY LIMITED	AUSTRALIA
	NEW WORLD GAMING INTERNATIONAL,SA	LUXEMBOURG
079 630 603	OMNI LEISURE OPERATIONS PTY LIMITED	AUSTRALIA
092 609 428	OMNI SPORTS MANAGEMENT PTY LTD	AUSTRALIA
113 519 823	OT HOLDINGS PTY LIMITED	AUSTRALIA
092 375 703	OZFOREX PTY LIMITED	AUSTRALIA
071 982 244	PACIFIC RIM OPERATIONS LIMITED	AUSTRALIA
	PADUA MG HOLDINGS INC	UNITED STATES
008 586 365	PARAY PTY. LIMITED	AUSTRALIA
	PARENTS AT WORK INVESTMENT UNIT TRUST	AUSTRALIA
	PARENTS AT WORK OPERATIVE UNIT TRUST	AUSTRALIA
	PARENTS@WORK FREEHOLD UNIT TRUST	AUSTRALIA
107 805 452	PARENTS@WORK PTY LIMITED	AUSTRALIA
008 596 656	PARSEES PTY LIMITED	AUSTRALIA
180547	PASLEY INTERNATIONAL LIMITED	BRITISH VIRGIN ISLANDS
116 467 237	PELLMAC PTY LIMITED	AUSTRALIA
	PERLA FINANCE CO 2007-1 S.R.L
	PIRANGUT CYPRUS NO. 1 LIMITED	CYPRUS
	PIRANGUT CYPRUS NO. 2 LIMITED	CYPRUS
117 100 599	PLEIADES INVESTOR PTY LIMITED	AUSTRALIA
0199-02-047017	PLEIADES YUGEN KAISHA	JAPAN
080 106 412	POLAR FINANCE LIMITED	AUSTRALIA
09.03.1.67.21972	PT MACQUARIE CAPITAL SECURITIES INDONESIA	INDONESIA
	PT MACQUARIE KONSULTAN INDONESIA	INDONESIA
111 086 705	PTK INVESTOR PTY LIMITED	AUSTRALIA
3425562	PULSE 24 LIMITED	ENGLAND/WALES
070 603 824	PUMA FINANCE LIMITED	AUSTRALIA
	PUMA GLOBAL TRUST NO. 1	AUSTRALIA
	PUMA GLOBAL TRUST NO. 2	AUSTRALIA
	PUMA GLOBAL TRUST NO. 3	AUSTRALIA
	PUMA GLOBAL TRUST NO. 4	AUSTRALIA
	PUMA GLOBAL TRUST NO. S1	AUSTRALIA
	PUMA GLOBAL TRUST NO.5	AUSTRALIA
	PUMA GLOBAL TRUST NO.6	AUSTRALIA
064 904 212	PUMA MANAGEMENT PTY LIMITED	AUSTRALIA
	PUMA MASTER FUND E-3	AUSTRALIA
	PUMA MASTER FUND P-10	AUSTRALIA
	PUMA MASTER FUND P-11	AUSTRALIA
	PUMA MASTER FUND P-6	AUSTRALIA
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	PUMA MASTER FUND S-2	AUSTRALIA
	PUMA MASTERFUND B-1	AUSTRALIA
000 000 000	PUMA MASTERFUND H-1	AUSTRALIA
	PUMA MASTERFUND P-13	AUSTRALIA
	PUMA MASTERFUND P-14	AUSTRALIA
	PUMA MASTERFUND P12	AUSTRALIA
	PUMA MASTERFUNDS-5	AUSTRALIA
	PUMA MASTERFUNDS-6	AUSTRALIA
	PUMA MASTERFUNDS3	AUSTRALIA
	PUMASUB FUND ACHM	AUSTRALIA
	PUMASUB FUNDCP	AUSTRALIA
	PUMASUB FUNDCP2	AUSTRALIA
	PUMASUB FUNDCP3	AUSTRALIA
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	PUMASUB FUNDCRS	AUSTRALIA
	PUMASUB FUNDGSF	AUSTRALIA

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	PUMA SUB FUND SABRE	AUSTRALIA
	PUMA SUB FUND SPAN	AUSTRALIA
	PUMA SUBFUND COMMBANK	AUSTRALIA
069 344 190	QRENT PTY LIMITED	AUSTRALIA
	QHA HOLDINGS LIMITED	BERMUDA
	QIMONDA LEASING TRUST 2007	UNITED STATES
	QUALITY HEALTHCARE HOLDINGS LIMITED	BERMUDA
	QUALITY HEALTHCARE LIMITED	BERMUDA
	QUALITY HEALTHCARE OPERATIONS LIMITED	HONG KONG
127 329 337	QUEEN STREET PARTNERS PTY LIMITED	AUSTRALIA
5504362	RADIO UK HOLDINGS LIMITED	ENGLAND/WALES
118 472 441	RANSHAR PTY LTD	AUSTRALIA
000 000 000	REGIONAL MEDIA TRUST	AUSTRALIA
008 606 880	REMA NOMINEES PTY. LIMITED	AUSTRALIA
124 947 388	RESF NO. 1 PTY LTD	AUSTRALIA
054 982 106	RESIDCO PTY. LIMITED	AUSTRALIA
WK-119866	ROPEMAKER STREET INVESTMENTS LIMITED	CAYMAN ISLANDS
005 129 984	ROSS PLASTICS PTY LTD	AUSTRALIA
006 566 427	RUGARNO PTY LIMITED	AUSTRALIA
071 366 339	SANTORINI ONE PTY LIMITED	AUSTRALIA
008 597 840	SECURE AUSTRALIA MANAGEMENT PTY. LIMITED	AUSTRALIA
058 639 688	SEDULOUS INVESTMENTS PTY LIMITED	AUSTRALIA
	SERIES 2007-1 PANTHER TRUST	AUSTRALIA
003 484 259	SHALINA PTY LIMITED	AUSTRALIA
3100036445	SHANGHAI CHENGLI PROPERTIES CO LTD	CHINA
	SHERLOCK SECURITIES LIMITED	CAYMAN ISLANDS
B124775	SIDEWELL FINANCE S.A.R.L.	LUXEMBOURG
	SMART RESIDUAL VALUE SERIES TRUST	AUSTRALIA
	SMART SERIES 2007-1 TRUST	AUSTRALIA
	SMART SERIES 2007-2 TRUST	AUSTRALIA
	SMART SERIES 2007-3E TRUST	AUSTRALIA
6421191	SOPHIE LIMITED	UNITED KINGDOM
127 294 946	SOUWEST DEVELOPMENTS PTY LIMITED	AUSTRALIA
008 508 030	SPAL PTY LIMITED	AUSTRALIA
HRB 80076	STRUCTURAL SUPPORT SYSTEMS GERMANY GMBH	GERMANY
075 364 064	STRUCTURED PRIME ASSET RECEIVABLES(SPARS)NO. 1 PTY LIMITED	AUSTRALIA
113 707 216	SYDNEY WEST HOUSING PARTNERSHIP PTY LIMITED	AUSTRALIA
050 069 817	SYNDICATED ASSET MANAGEMENT PTY. LIMITED	AUSTRALIA
MC189031	SYNTHETIC ASSET FUNDING ENTITY 1 LIMITED	CAYMAN ISLANDS
MC 189033	SYNTHETIC ASSET FUNDING ENTITY 2 LIMITED	CAYMAN ISLANDS
MC189031	SYNTHETIC ASSET FUNDING ENTITY 3 LIMITED	CAYMAN ISLANDS
01990-02-017866	TAIKANSAN KAIHATSU LIMITED	JAPAN
4439050	TAURUS AEROSPACE GROUP INC.	UNITED STATES
4439057	TAURUS AEROSPACE GROUP LLC	UNITED STATES
HRB 78600	TECHNOLOGY INVESTMENTS(GERMANY)VERWALTUNG GMBH	GERMANY
085 356 770	TEGENSEE PTY LIMITED	AUSTRALIA
070 142 951	TELBANE PTY LTD	AUSTRALIA
079 630 649	TEN7 PTY LIMITED	AUSTRALIA
HRB 80076	TENSION SERVICES GERMANY GMBH	GERMANY
HRB 80044	TENSION SERVICES HOLDINGS GMBH	GERMANY
	THE FALCON GENERAL PARTNERSHIP	HONG KONG
000 000 000	THE GLOBAL DEBT LIMITED PARTNERSHIP NO. 2	AUSTRALIA
	THE MF TRUST	SOUTH AFRICA
	THE NSW RESIDENTIAL TRUST	AUSTRALIA
	THEQUEENSLAND RESIDENTIAL TRUST	AUSTRALIA
	THE VICTORIA RESIDENTIAL TRUST	AUSTRALIA
064 721 080	TOUCHSTONE MACQUARIE PTY LIMITED	AUSTRALIA
009 633 603	TRYPTIC PTY LIMITED	AUSTRALIA
4631395	UKFOREX LIMITED	ENGLAND/WALES
081 119 619	UPL DEVELOPMENTS PTY LIMITED	AUSTRALIA
115 007 862	UPL MACQUARIE PTY LIMITED	AUSTRALIA
096 705 298	UPL RIVER LINKS INVESTMENTS PTY LTD	AUSTRALIA
114 734 557	UPL(CATHERINE FIELD)PTY LIMITED	AUSTRALIA
116 908 537	UPL(KIRRA)PTY LIMITED	AUSTRALIA
113 665455	UPL(LEOPOLD)PTY LIMITED	AUSTRALIA
115 007915	UPL(LIVERPOOL)PTY LIMITED	AUSTRALIA
116 908 653	UPL(NO10)PTY LIMITED	AUSTRALIA
127048 659	UPL(NO15)PTY LIMITED	AUSTRALIA
127049 021	UPL(NO16)PTY LIMITED	AUSTRALIA
127049 076	UPL(NO17)PTY LIMITED	AUSTRALIA
127049 085	UPL(NO18)PTY LIMITED	AUSTRALIA
127049110	UPL(NO19)PTY LIMITED	AUSTRALIA
127049156	UPL(NO20)PTY LIMITED	AUSTRALIA
127049281	UPL(NO21)PTY LIMITED	AUSTRALIA
127049254	UPL(NO22)PTY LIMITED	AUSTRALIA
127049227	UPL(NO23)PTY LIMITED	AUSTRALIA

16/211

127 049 209	UPL(NO 24)PTY LIMITED	AUSTRALIA
127 049 183	UPL(NO 25)PTY LIMITED	AUSTRALIA
116 908 493	UPL(NO 6)PTY LIMITED	AUSTRALIA
116 908 582	UPL(NO 7)PTY LIMITED	AUSTRALIA
116 908 635	UPL(NO 9)PTY LIMITED	AUSTRALIA
114 734 986	UPL(NO. 11)PTY LIMITED	AUSTRALIA
116 908 608	UPL(NO. 8)PTY LIMITED	AUSTRALIA
115 793 685	UPL(NSW)PTY LIMITED	AUSTRALIA
115 007 933	UPL(PORTARLINGTON)PTY LIMITED	AUSTRALIA
120 934 741	UPL(QLD)PTY LIMITED	AUSTRALIA
085 359 833	UPL(SA)PTY LIMITED	AUSTRALIA
084 657 616	UPL(UNDERDALE)PTY LIMITED	AUSTRALIA
115 912 822	UPL(VIC)PTY LIMITED	AUSTRALIA
095 793 141	UPL(WA)PTY LTD	AUSTRALIA
115 007 755	UPL(WHITBY)PTY LIMITED	AUSTRALIA
055 500 902	UPMILL NOMINEES PTY LIMITED	AUSTRALIA
081 119 495	URBAN PACIFIC LIMITED	AUSTRALIA
092 034 458	URBAN PACIFIC SPRINGTHORPE INVESTMENT PTY LIMITED	AUSTRALIA
113 918 166	URBAN PACIFIC(BEROWRA)PTY LIMITED	AUSTRALIA
115 131 345	URBAN PACIFIC(FLETCHER)PTY LIMITED	AUSTRALIA
114 197 429	URBAN PACIFIC(SOMERSET)PTY LIMITED	AUSTRALIA
2.00701E+11	USFOREX LLC	UNITED STATES
3709191	UTILITY SERVICE PARTNERS,INC.	UNITED STATES
008 592 916	UTOPIA PTY LIMITED	AUSTRALIA
003 201 303	VALCORA PTY LIMITED	AUSTRALIA
080 218 622	VICWIRE PARTNERSHIP PTY LIMITED	AUSTRALIA
079 878 783	VOLATIC PTY LIMITED	AUSTRALIA
079 865 311	VOLBING PTY LIMITED	AUSTRALIA
095 793 169	VUE APARTMENTS PTY LTD	AUSTRALIA
200604119K	WARATAH AIRCRAFT LEASING PTE LTD	SINGAPORE
122 740 327	WATTLE POINT SPV PTY LIMITED	AUSTRALIA
	WILMINGTON INVESTMENT FUND NO.1 LIMITED LLC	UNITED STATES
054 813 080	WOODROSS NOMINEES PTY. LIMITED	AUSTRALIA
002 736 423	WUXTA PTY LIMITED	AUSTRALIA
5532426	YBR FEEDER GP LIMITED	ENGLAND/WALES
MC-142957	YEUNG UK NO.1	CAYMAN ISLANDS
002 798 503	ZELENKA PTY LIMITED	AUSTRALIA
008 644 362	ZOFFANIES PTY. LIMITED	AUSTRALIA

17/211

ANNEXURE 'B'

This is the annexure marked ‘B’ of 1 page referred to in the Notice of initial substantial holder.

Michael Panikian Assistant Company Secretary, Macquarie Group Limited 1 August 2008

Consideration

Date of change	Person whose relevant interest changed	Nature of change	Consideration	Number of securities affected	Class	Person's votes affected
31-Jul-08	MIML	IPO subscription	AUD 1.00 (Initial instalment)	13,333,333	FPS	13,333,333
31-Jul-08	MIH2	IPO subscription	AUD 1.00 (Initial instalment)	28,281,335	FPS	28,281,335
31-Jul-08	MFSH	IPO subscription	AUD 1.00 (Initial instalment)	20,578,500	FPS	20,578,500
31-Jul-08	MCIMAL	IPO subscription	AUD 1.00 (Initial instalment)	5,951,165	FPS	5,951,165
31-Jul-08	MCAL	IPO underwriting (as per Annexure C)	AUD 1.00 (Initial instalment)	467,409	FPS	467,409
31-Jul-08	MIML	On market sale	AUD 0.40	-162,000	FPS	162,000
31-Jul-08	MIML	On market sale	AUD 0.40	-275,838	FPS	275,838
31-Jul-08	MIML	On market sale	AUD 0.40	-237,162	FPS	237,162
31-Jul-08	MIML	On market sale	AUD 0.40	-1,680,000	FPS	1,680,000
31-Jul-08	MIML	On market sale	AUD 0.40	-2,860,540	FPS	2,860,540
31-Jul-08	MIML	On market sale	AUD 0.40	-2,459,460	FPS	2,459,460
31-Jul-08	MCIMAL	On market sale	AUD 0.46	-36,600	FPS	36,600
31-Jul-08	MCIMAL	On market sale	AUD 0.46	-134,700	FPS	134,700
31-Jul-08	MCIMAL	On market sale	AUD 0.46	-92,800	FPS	92,800
31-Jul-08	MCIMAL	On market sale	AUD 0.46	-319,100	FPS	319,100
31-Jul-08	MCIMAL	On market sale	AUD 0.46	-49,800	FPS	49,800
31-Jul-08	MCIMAL	On market sale	AUD 0.46	-67,000	FPS	67,000

18/211

ANNEXURE 'C'

This is the annexure marked ‘C’ of 193 pages referred to in the Notice of initial substantial holder.

Michael Panikian Assistant Company Secretary, Macquarie Group Limited 1 August 2008

19/211

PRODUCT DISCLOSURE STATEMENT PRODUCT DISCLOSURE STATEMENT

AIRPORT LINK PROJECT

For the Offer of approximately THE ISSUER 408.67 million Stapled Units in BrisConnections Management Company BrisConnections Investment Trust (ARSN 131 124 813) Limited (ABN 67 128 614 291 AFSL 322 275) and BrisConnections Holding Trust (ARSN 131 125 025)

UNDERWRITERS

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Credit Suisse (Australia) Limited Deutsche Bank AG, Sydney Branch

J.P. Morgan Australia Limited

Macquarie Capital Advisers Limited

20/211

Important information

Responsible Entity

BrisConnections Management Company Limited (ABN 67 128 614 291) (BCMCL) is the Responsible Entity for BrisConnections Investment Trust (ARSN 131 124 813) and BrisConnections Holding Trust (ARSN 131 125 025) which together form the BrisConnections Unit Trusts.

BCMCL is the entity making the Offer under this Product Disclosure Statement (PDS). The Offer contained in this PDS is an invitation to apply for Stapled Units comprising one unit in BrisConnections Investment Trust and one unit in BrisConnections Holding Trust, stapled together.

BCMCL’s Australian Financial Services Licence number is 322 275.

BCMCL can be contacted at:

Address: Units 5a & 5b West End Corporate Park 305 Montague Road West End, Queensland 4101 Telephone: 07 3226 4284 Facsimile: 07 3226 4299

Capital and Investment Returns Are Not Guaranteed Investments in Stapled Units are not deposits with, or liabilities of, any entity and are subject to investment risk, including possible delays in repayment and loss of income and capital invested. Neither BCMCL nor any member of BrisConnections nor any other person guarantees any particular rate of return on the Stapled Units or the performance of BrisConnections, nor do they guarantee the repayment of capital from BrisConnections.

Availability and Applications No person is authorised to provide any information or to make any representation in connection with the Offer described in this PDS which is not contained in this PDS. Any information or representation not so contained may not be relied upon as having been authorised by BCMCL, the Underwriters (Macquarie Capital Advisers, Credit Suisse (Australia), J.P. Morgan Australia and Deutsche Bank) or any other person in connection with the Offer.

This PDS will be issued in paper form and may also be viewed on the BrisConnections website at www.brisconnections.com.au. The following conditions apply if the PDS is accessed electronically:

You must download the electronic version of this PDS in its entirety from the BrisConnections website;
– Your application will only be considered if you applied on an Application Form that accompanied the electronic version of this PDS (in making an application, you declare that you were given access to the electronic version of this PDS together with an accompanying Application Form); and
You are a resident of Australia and did not access, download or print the electronic version of this PDS outside of Australia.

A paper copy of this PDS will be provided free of charge to any person who requests a copy by contacting the BrisConnections Offer Information Line on 1800 236 994, by contacting BCMCL or the Registry, by mail or in person, or by registering on the BrisConnections website at www.brisconnections.com.au, during the period that the Offer is open.

The Stapled Units will only be issued on receipt of a copy of the Application Form which was issued together with the PDS. The electronic Application Form may be generated by software accessible by the same means as the electronic version of the PDS.

The Corporations Act prohibits any person from passing the Application Form on to another person unless it is attached to a paper copy of the PDS or the complete and unaltered electronic version of the PDS.

General Financial Product Advice Only

It is important that you read the entire PDS before making any decision to invest in Stapled Units. This PDS contains general fi nancial product advice only. This is not investment advice. It has not been personalised for any individual investor. This PDS does not take into account the investment objectives, fi nancial situation and particular needs of any particular investor. Accordingly, nothing in this PDS should be construed as a recommendation by BCMCL, or any associate of BCMCL or any other person (including the Underwriters), concerning an investment in Stapled Units. In particular, when considering the prospects of BrisConnections, it is important that you consider the risk factors that could affect the fi nancial performance of BrisConnections. You should carefully consider these factors in light of your particular investment needs, objectives and circumstances (including fi nancial and taxation issues) and consider seeking professional advice from your accountant, stockbroker or other professional adviser before deciding whether to invest. Some of the risk factors that should be considered by prospective investors are detailed in Section 6.

Forecasts

This PDS contains forecast Distributions based on best estimate assumptions prepared by the Responsible Entity. While these best estimate assumptions are considered reasonable at the time of preparing this PDS, you should appreciate that many factors that may affect the results of this investment are outside the control of the Directors of the Responsible Entity or may not be capable of being foreseen or accurately predicted. Accordingly actual Distributions may vary materially from forecast Distributions. You should review the best estimate assumptions in Section 9.6.

Regulatory Information

This PDS is dated 24 June 2008 and was lodged with the Australian Securities and Investments Commission (ASIC) on that date. A copy of this PDS will be provided to ASX. Within seven days of the date of this PDS, an application will be made to ASX to admit the BrisConnections Unit Trusts to the offi cial list of ASX. The fact that ASX may admit the BrisConnections Unit Trusts to the offi cial list of ASX is not to be taken in any way as an indication of the merits of the BrisConnections Unit Trusts. ASIC and ASX take no responsibility for the contents of this PDS or the merits of the investments to which the PDS relates.

Exposure Period

The Corporations Act prohibits the processing of Applications in the seven day period after the date of lodgement of this PDS (the Exposure Period). This period may be extended by ASIC by up to a further seven days. The Exposure Period enables the PDS to be examined by market participants prior to the raising of funds. Applications received by BCMCL during the Exposure Period will not be processed until after the expiry of that period. No preference will be conferred on Applications received during the Exposure Period.

Selling Restrictions Apply

The distribution of this PDS in jurisdictions outside Australia may be restricted by law, 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 securities laws.

The Offer to which this PDS relates is only available to persons receiving the PDS (electronically or otherwise) in Australia.

The Stapled Units have not been and will not be registered under the US Securities Act of 1933, as amended (the Securities Act). Subject to certain exceptions, the Stapled Units may not be offered, sold or delivered within the United States or to, or for the account or benefi t of, US persons (as defi ned in Regulation S under the Securities Act) except in a transaction exempt from the registration requirements of the Securities Act and applicable US state securities laws.

This PDS does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Offer of the Stapled Units or otherwise to permit a public offering of the Stapled Units in any jurisdiction outside Australia.

Updated Information

Information relating to the Stapled Units and the Offer may change from time to time. Information regarding the BrisConnections Unit Trusts that is not materially adverse may be updated and made available to you on the BrisConnections website at www.brisconnections. com.au and, if required by the Listing Rules, by providing it to ASX. A paper copy of any updated information will be provided free on request. Where updated information is materially adverse to investors, in accordance with the Corporations Act a supplementary PDS will be

prepared which will be provided to Applicants free of charge and made available on the above website.

Defi nitions and Abbreviations

Defi ned terms and abbreviations used in this PDS are explained in the Glossary in Section 12.

A reference to time in this PDS is a reference to Australian Eastern Standard time. All references to $ are to Australian dollars.

Photographs and Diagrams

The assets depicted in photographs in this PDS are not assets of BrisConnections unless otherwise stated. Diagrams appearing in this PDS are illustrative only and may not be drawn to scale.

Privacy Notifi cation By submitting the Application Form to apply for Stapled Units, you are providing information to BCMCL (directly and/or via the Registry, Link Market Services Limited) that may constitute personal information for the purposes of the Privacy Act 1988 (Cwlth) (the Privacy Act). BCMCL (and the Registry on its behalf) will collect, hold and use personal information in relation to your Application in order to assess your Application, service your needs as an Investor, provide facilities and services that you request and administer your holding of Stapled Units.

If you do not provide the information requested in the Application Form, BCMCL and the Registry may not be able to process or accept your Application or administer your holding of Stapled Units appropriately.

BCMCL may also use such information to forward to you from time to time, including by email, details of other investment opportunities available from BCMCL or related entities. By submitting an Application Form, you consent for the purposes of the Spam Act 2003 ([Cwlth), to receiving commercial ] electronic messages from BCMCL, and its related entities. However, if you request, no information of that nature will be sent to you. Under the Privacy Act, you may request access to your personal information held by (or on behalf of) BCMCL or the Registry by telephoning the BrisConnections Offer Information Line on 1800 236 994, by visiting BCMCL’s website, or by writing to BCMCL’s Privacy Offi cer or to BCMCL at the address listed below. Alternatively, you may write to the Registry at the address listed below. You can obtain a copy of BCMCL’s privacy policy from its website at www.brisconnections.com.au, by sending an email to [email protected] or by writing to BCMCL’s Privacy Offi cer at:

BrisConnections Management Company Limited PO Box 3548 South Brisbane BC QLD 4101 Alternatively, you can obtain a copy of BCMCL’s privacy policy by writing to the Registry at: Link Market Services Limited Locked Bag A14 Sydney South, NSW 1235

This document is important and should be read in its entirety.

21/211

Contents

	Offer Summary	2
	Chairman’s Letter	3
1.	Investment Overview	23
2.	Details of the Offer	27
3.	Importance of Airport Link	33
4.	Construction and Operation
	of Airport Link	45
5.	Corporate Structure and Taxation	53
6.	Risk Factors	59
7.	Fees and Other Costs	69
8.	Board, Management and
	Corporate Governance	77
9.	Financial Analysis and Information	87
10.	Experts’ and Consultants’ Reports	97
11.	Additional Information	145
12.	Glossary	175
13.	Application Forms	185
	Corporate Directory	IBC

22/211 Contents 1

Offer Summary

The Offer consists of approximately 408.67 million Stapled Units in the BrisConnections Unit Trusts at an Issue Price of $3.00 per Stapled Unit. Each Stapled Unit comprises one unit in BrisConnections Investment Trust and one unit in BrisConnections Holding Trust, stapled together to form a single Stapled Unit. The Issue Price is payable in three equal instalments:

An Initial Instalment of $1.00 per Stapled Unit which is payable with the application for Stapled Units;
A Second Instalment of $1.00 per Stapled Unit which will be payable 9 months after Allotment Date; and
A Final Instalment of $1.00 per Stapled Unit which will be payable 18 months after Allotment Date.

BCMCL intends to apply to have the Stapled Units quoted on ASX. While the Stapled Units are quoted on ASX, units in BrisConnections Investment Trust and units in BrisConnections Holding Trust will be stapled and cannot be separately traded or transferred. The Offer (including any shortfall in the Second Instalment and the Final Instalment) has been fully underwritten by the Underwriters.

Key Statistics

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

Initial Instalment per Stapled Unit $1.00
Second Instalment per Stapled Unit $1.00
Final Instalment per Stapled Unit $1.00
Issue Price per Stapled Unit (fully paid) $3.00
Number of Stapled Units available under the Offer 408.67 million
Market capitalisation of the Initial Instalment $408.67 million
Market capitalisation at the Issue Price $1,226 million
----- End of picture text -----*

Note: The number of Stapled Units to be issued is based on interest rates at 14 April 2008. If interest rates change between 14 April 2008 and Financial Close the number of Stapled Units to be issued would also change. For further details refer to Sections 1.5 and 9.1.

Important Dates

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

Offer opens 3 July 2008
Offer closes 16 July 2008
Allotment of Stapled Units 29 July 2008
Expected date of Financial Close 30 July 2008
Stapled Units commence trading on ASX on a deferred settlement basis 31 July 2008
Expected despatch of holding statements 1 August 2008
Stapled Units expected to commence trading on ASX on a normal settlement basis 4 August 2008
Second Instalment Payment Date 9 months after Allotment Date
Final Instalment Payment Date 18 months after Allotment Date
----- End of picture text -----*

These dates are indicative only.

*Trading on a deferred settlement basis is not guaranteed. ASX will determine the trading basis after an application is made to ASX to admit the BrisConnections Unit Trusts to the official list of ASX.

BCMCL in consultation with the Underwriters reserves the right to vary the dates and terms of the Offer subject to the Corporations Act and the Listing Rules without prior notice, which includes closing the Offer early or accepting late Applications. Investors are encouraged to submit their Applications as early as possible. The exact date of Financial Close will depend on the satisfaction of certain conditions specified in the Project Documents some of which are outside the control of BrisConnections.

It is important that you read this PDS carefully, including the risk factors set out in Section 6, before making any decision to invest in Stapled Units.

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2 Smarter ways to move JZ BrisConnections PDS

Chairman’s Letter

Dear Investor

It is my pleasure to invite you to become an investor in BrisConnections which was recently awarded the Concession by the State of Queensland to design, construct, operate, maintain and finance Airport Link.

Airport Link is a priority transport infrastructure project for Brisbane, forming part of both the Queensland Government’s South East Queensland Infrastructure Plan and Program and the Brisbane City Council’s TransApex agenda for easing traffic congestion. It will be a 6.7 kilometre multi-lane electronic free-flow tollroad with dual 5.7 kilometre tunnels and will be the largest tollroad project, by design and construction cost, undertaken in Australia to date.

Airport Link will be a multi-faceted tollroad, with multiple connections, and will be unique in its functionality within Brisbane. The Board notes that the Queensland Government has acknowledged that Airport Link will form a vital component of Brisbane’s road network that will provide Queensland with Australia’s premier airport to CBD connection.

When completed, it will be the first major motorway linking Brisbane’s CBD to the northern suburbs and the Brisbane Domestic and International Airport and will address serious traffic and transport issues affecting some of the major destinations in the Brisbane metropolitan area. Upon opening in June 2012, Airport Link is expected to deliver substantial travel time savings between the Brisbane CBD and Brisbane Airport, Australia TradeCoast and the northern suburbs of Brisbane. Travel time savings of up to 50% between the CBD and Brisbane Airport are expected and there will be significantly increased reliability, providing further benefits for motorists. BrisConnections will receive toll revenue under the Concession with tolls escalating in line with Brisbane CPI. The Concession is for a total period of 45 years including construction.

Airport Link will be designed and constructed by a joint venture between Thiess and John Holland under a Fixed Time, Fixed Price Construction Contract. Thiess and John Holland have extensive experience in the design and construction of road infrastructure, including tunnels. Their construction commitments for Airport Link are backed by a performance guarantee from Leighton Holdings, the parent company of the largest project development and contracting group in Australia.

BrisConnections will also design and construct a portion of the Northern Busway between Windsor and Kedron (the Busway) and an upgrade of the East-West Arterial / Airport Drive / Gateway Motorway interchange at Brisbane Airport (the Airport Roundabout Upgrade). The State will fund the design, construction and commissioning costs of the Busway and the Airport Roundabout Upgrade and BrisConnections will not receive any toll revenue from these projects. Both the Busway and the Airport Roundabout Upgrade will be handed over to the State upon commissioning.

Stapled Units in BrisConnections are being offered on an instalment basis, with $1.00 payable on application and two further instalments of $1.00 each payable 9 months and 18 months following Allotment Date.

BrisConnections intends to pay Distributions totalling 15.27 cents to Unitholders over the first two Distribution Periods which is equivalent to an annualised distribution Yield of 14% on the paid up value of the Stapled Units. Distributions for the remainder of the Fixed Distribution Period are projected to provide an annual Distribution Yield of 8% on the paid up value of the Stapled Units.

I encourage you to read this PDS carefully in its entirety, including the risk factors set out in Section 6, before making an investment decision as it contains detailed information about BrisConnections, Airport Link and the Offer.

On behalf of my fellow Directors, I commend the Offer to you and look forward to welcoming you as a Unitholder in BrisConnections.

Yours sincerely

==> picture [229 x 55] intentionally omitted <==

Trevor C. Rowe, AM Chairman

BrisConnections

24/211 Chairman’s Letter 3

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

4 Smarter ways to move JZ BrisConnections PDS 25/211
----- End of picture text -----

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Airport Link is the largest tollroad infrastructure project undertaken in Australia*

A 45 year Concession Period

A 6.7km tollroad connecting Brisbane’s CBD, Brisbane Airport and the northern suburbs

In terms of design and construction cost.

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==> picture [129 x 96] intentionally omitted <==

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

55%
45%
28%
23%
9%
----- End of picture text -----

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6 Smarter ways to move JZ BrisConnections PDS

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Brisbane is the fastest growing capital city in Australia ... suffering from critical transport capacity constraints

==> picture [472 x 158] intentionally omitted <==

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

Economic growth per annum Population growth per annum Car registration growth
(2002 to 2007) (2001/02 to 2006) (2002 to 2006)
4.9%
18.5%
2.2%
3.2%
12.0%
1.3%
Queensland Australia Brisbane National average Queensland National average
~50% higher than the national growth rate almost twice the national average ~50% higher than the national average
Source: Australian Bureau of Statistics Source: Australian Bureau of Statistics Source: Australian Bureau of Statistics
----- End of picture text -----

Brisbane’s economic and population growth are both projected to exceed the national average

Airport Link Catchment contains 60% of Brisbane’s population

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8 Smarter ways to move JZ BrisConnections PDS

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A unique multi-purpose tollroad connecting Brisbane’s key destinations

Brisbane Airport is one of Australia’s fastest growing airports

Australia TradeCoast is Australia’s fastest growing industrial and trade precinct, currently supporting approximately 38,000 jobs

30/211

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INSTALMENT AMOUNT PAYABLE Initial Instalment $1.00 payable on application Second Instalment $1.00 payable 9 months after Allotment Date Final Instalment payable $1.00 18 months after Allotment Date

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

PERIOD TOTAL
ANNUAL
DISTRIBUTION
First two Distribution Periods 15.27 cents [2]
after Allotment Date
Third and fourth Distribution 19.33 cents
1. Cash Distributions during the Fixed Distribution Period will
Periods after Allotment Date
be primarily funded through an underwritten DRP. For further
information on Distributions and the DRP see Sections 1.6
Remainder of Fixed 24 cents
and 9.5.
Distribution Period
2. This Distribution is calculated on a pro rata basis for the period
from Allotment Date until 30 June 2009.
YIELD
14.0%
8.0%
3. Annualised Yield from Allotment Date until the end of the second
First 12 months after Remainder of Fixed Distribution Period (being 30 June 2009).
Allotment Date [3, 4] Distribution Period [4] 4. Yield is calculated on the time weighted paid up value of the
Stapled Units over the applicable Distribution Period.
10 Smarter ways to move JZ BrisConnections PDS 31/211
----- End of picture text -----

Annualised tax deferred Yield of 14% over the first two Distribution Periods and tax deferred Yield of 8% over the remainder of the Fixed Distribution Period Potential for capital growth Inflation protected from investment re-rating during long-term revenues construction and traffic Ramp-up

The Yield shown above is presented on the basis of the current intentions of the Directors of BrisConnections. The level of Distributions and the Yield are not guaranteed and investors are referred to the description of Distributions in Sections 1.6 and 9.5 for further information.

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12 Smarter ways to move JZ BrisConnections PDS

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Fixed Time, Fixed Price Construction Contract

Investors are protected from material construction risks under the terms of the D&C Contract

Highly experienced contractors and well proven construction techniques

Performance of the D&C Contract guaranteed by Leighton Holdings, Australia’s largest project development and contracting group

There may still be construction risks that arise which are not dealt with under the D&C Contract. Investors are referred to Sections 4 and 6 for further information on how BrisConnections is dealing with construction related issues.

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A robust and simple financial structure

Gearing is aligned to the projected revenue profile

Debt funding provided by 10 global banks

Debt service withstands a 40% reduction in forecast traffic in each year

Funded cash reserves mitigate Ramp-up risk

For further information, investors are referred to the financial analysis and information in Section 9.

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Sponsors have a proven track record

All Sponsors have committed to invest a substantial amount in BrisConnections

John Holland has constructed over 60km of tunnel and underground works in the past 15 years

Thiess is a leading Australian integrated engineering, construction and mining services provider

Macquarie has acted as financial adviser on tollroad transactions valued at over $54 billion since 2004

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Key Investment Risks[1]

Traffic – Returns to Unitholders will depend on the number of vehicles that use Airport Link

– BrisConnections’ ability to service its debt will also depend on the number of vehicles using Airport Link

Construction – An extended delay in the construction of Airport Link, the Busway or the Airport Roundabout Upgrade may reduce returns to Unitholders[2]

Operations – Unitholders bear the long-term risk of operating and maintaining Airport Link

Financing – Debt market conditions may impact BrisConnections’ ability to obtain future debt financing facilities on the terms assumed

Government – Restrictions by the State or a premature termination of the Concession may affect returns to Unitholders[3]

Economic conditions – Future economic factors including economic growth rates, interest rates and inflation may

affect returns to Unitholders

Single asset – An investment in BrisConnections provides an exposure to the performance of a single asset, not a diversified portfolio of assets

See Section 6 for a more detailed description of the investment risks.

For further information on how BrisConnections is dealing with construction related issues see Sections 4 and 6.

Notes:

Termination subject to the terms of the Project Deed.

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Questions and Answers

Topic What am I investing in? Who is the issuer? Who is the Responsible Entity? What is Airport Link? What is the Offer? Is the Offer underwritten? What is the Issue Price? What is the Initial Instalment? What is the Second Instalment? What is the Final Instalment? What happens if I do not pay the Second Instalment or the Final Instalment? What is the minimum subscription under the Offer? What will the market capitalisation of BrisConnections be upon listing on ASX?	Summary BrisConnections, which has been awarded the Concession by the State of Queensland. The Concession is the right to design, construct, operate, maintain and fnance Airport Link for a period of 45 years and to receive toll revenues. BCMCL as Responsible Entity of the BrisConnections Unit Trusts. BCMCL is a wholly owned subsidiary of JF Infrastructure. The Responsible Entity is ultimately responsible to Unitholders for the operation of BrisConnections. Airport Link will be a 6.7 kilometre multi-lane electronic free-fow tollroad with dual 5.7 kilometre tunnels located in Brisbane, Queensland, Australia. The Offer is an initial public offer of Stapled Units, each consisting of one unit in BrisConnections Investment Trust and one unit in BrisConnections Holding Trust, stapled together. BCMCL will apply for the admission of the BrisConnections Unit Trusts to the offcial list of ASX and for offcial quotation on ASX of the Stapled Units within seven days of the date of this PDS. Yes, Macquarie Capital Advisers, Credit Suisse (Australia), J.P. Morgan Australia and Deutsche Bank (the Underwriters) are underwriting the Offer. Subject to the terms of the Underwriting Agreement, the Underwriters will subscribe for any shortfall so that the full amount of the Offer is raised. The Issue Price is $3.00 per Stapled Unit, payable in three equal instalments. The Initial Instalment of $1.00 per Stapled Unit is payable on application. The Second Instalment of $1.00 per Stapled Unit is payable nine months after Allotment Date. The Final Instalment of $1.00 per Stapled Unit is payable 18 months after Allotment Date. If you do not pay the Second Instalment or the Final Instalment on their respective due dates, those partly paid Stapled Units will be forfeited and sold to offset any amount owing or expense incurred by BrisConnections as a result of your default. You will be liable for interest costs and expenses incurred by BrisConnections as a result of your default. 2,000 Stapled Units, and thereafter in multiples of 500. $408.67 million, based on the Initial Instalment.	Where to fnd more information – Section(s)
		Section 3
		Sections 1.4 and 8
		Sections 1.4 and 8
		Section 3
		Sections 1.3 and 2.2
		Section 11.5.22
		Offer Summary
		Offer Summary
		Section 2.6
		Section 2.7
		Sections 2.6 and 2.7
		Section 2.2.1
		Offer Summary

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Questions and Answers continued

Topic What are the key dates of the Offer? How will the proceeds of the Offer be used? Will the Sponsors be investing in BrisConnections? What is the Deferred Equity Tranche amount? What is the Fixed Distribution Period?	Summary The Offer opens on 3 July 2008 – The Offer closes at 5:00pm AEST on 16 July 2008 – Stapled Units are expected to commence trading on ASX – on 31 July 2008 on a deferred settlement basis These dates are indicative only. Subject to the – Corporations Act and the Listing Rules, BCMCL and the Underwriters reserve the right to vary the dates and times of the Offer, which includes closing the Offer early without prior notice. Trading on a deferred settlement basis is not guaranteed. ASX will determine the trading basis after an application is made to ASX to admit the BrisConnections Unit Trusts to the offcial list of ASX. The proceeds raised by BrisConnections will be used to partially fund the: construction of Airport Link; and – the frst semi-annual Distribution. – Yes. Thiess Trustee and John Holland Trustee will subscribe for Stapled Units on a deferred basis (refer to the next question for further detail) and Macquarie Investment Holdings No 2 Pty Ltd (a related entity of Macquarie Capital Group) will subscribe for no less than 33.33 million Stapled Units under the Offer representing $100 million on a fully paid basis. Thiess Trustee and John Holland Trustee together will subscribe for $200 million of Stapled Units on a deferred basis, representing approximately 11% of the Notional Equity. These Stapled Units will be subscribed for at the earlier of 24 months after Construction Completion or 71 months after Financial Close. The Deferred Equity Tranche will not be eligible to participate in the DRP until allotted and registered. The period during which BrisConnections intends to pay Distributions at a fxed rate as set out in the question below. This is presently intended to continue until payment of the 12th Distribution in relation to the semi-annual period ending 30 June 2014.	Where to fnd more information – Section(s)
		Offer Summary and Section 2.1
		Sections 1.5 and 9.1
		Sections 2.2.3, 9.2.2 and 11.5.20
		Sections 9.2.2 and 11.5.20
		Sections 1.6 and 9.5.1

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Topic When will I receive Distributions during the Fixed Distribution Period? When will I receive Distributions following the Fixed Distribution Period? What is the Distribution Reinvestment Plan (DRP)? Will DRP units be issued partly paid? Is the DRP underwritten?	Summary During the Fixed Distribution Period, BrisConnections intends to make semi-annual Distributions for the periods ending 30 June and 31 December as follows: Period Total annual Distribution1 Annual Distribution Yield on paid up value of Stapled Units First two Distribution Periods after Allotment Date 15.272cents 14%3,4 (Annualised) Third and fourth Distribution Periods after Allotment Date 19.33 cents 8%4 Remainder of Fixed Distribution Period 24 cents 8% 1. Cash Distributions during the Fixed Distribution Period will be primarily funded through an underwritten DRP. 2. This Distribution is calculated on a pro rata basis for the period from Allotment Date until 30 June 2009. 3. Annualised Yield from Allotment Date until the end of the second Distribution Period (being 30 June 2009). 4. Yield is calculated on the time weighted paid up value of the Stapled Units over the applicable Distribution Period. Unitholders should be aware that these Distributions are not guaranteed. Following the Fixed Distribution Period, Directors will determine Distributions based on the operating cash fows of BrisConnections. These distributions are expected to be paid semi-annually. A DRP has been established under which Distributions may be received in Stapled Units rather than cash.During the Fixed Distribution Period, unless a Unitholder elects in writing not to participate in the DRP, or is ineligible, Distributions will be automatically reinvested in further Stapled Units. Stapled Units issued under the DRP prior to the Final Instalment Payment Date will be partly paid Stapled Units and the Unitholder will be liable to pay the Second Instalment of $1.00 (for those Stapled Units issued prior to the Second Instalment Payment Date) and the Final Instalment of $1.00 in relation to them. The DRP Underwriter will underwrite the DRP, commencing from the Distribution payable in respect of the period ending 30 June 2009 until the end of the Fixed Distribution Period. The cash required for the frst semi-annual Distribution will be funded from equity raised in the Offer. There are additional terms attached to the DRP that you should consider before applying for Stapled Units.	Where to fnd more information – Section(s)
		Sections 1.6 and 9.5.1
		Sections 1.6 and 9.5.2
		Sections 1.6, 9.5.3 and 11.5.23
		Sections 1.6 and 11.5.23
		Section 11.5.24

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Questions and Answers continued

Topic What are the costs of the Offer and who is paying them? What are the ongoing fees and expenses? Can the Responsible Entity be replaced? Is there any commission payable to fnancial advisers? What are the tax implications of investing in BrisConnections? Is there a cooling-off period? Is there a dispute resolution mechanism to address complaints by holders of Stapled Units? How do I apply for Stapled Units? When will I receive confrmation that my Application has been successful? How can I obtain further information?	Summary The fees and costs related to the Offer are estimated at $89.2 million (including underwriting fees, professional advisory and expert fees, handling fees for processing applications and ASX fees) which are payable out of the proceeds of the Offer and from draw-downs under the Debt Financing Facilities. Further details on the costs related to the Offer and other fees and costs are set out in Section 7. BCMCL is entitled to an annual management fee of $1.35 million (subject to CPI adjustment in arrears) as Responsible Entity of the BrisConnections Unit Trusts. BCMCL is entitled to be reimbursed for costs and expenses incurred in the proper performance of its duties. Yes. However, if BCMCL is removed as Responsible Entity without cause prior to the end of six years after Financial Close, an early termination fee is payable. This fee will be the balance of the relevant years’ base fee (not adjusted for CPI) and any base fees for the period from termination to the date six years after Financial Close that otherwise would have been paid to the Responsible Entity. No. The Underwriters, however, may pay retail brokers a stamping fee from their own underwriting fee. The taxation implications of investing in Stapled Units will depend on an investor’s individual circumstances. Applicants should obtain their own independent professional taxation advice prior to investing. No, there is no cooling-off period. Yes, the Responsible Entity provides a complaints handling and dispute resolution process for Unitholders and is a member of an external complaints resolution body. By submitting an Application Form contained within or accompanying this PDS, in accordance with its instructions. Holding statements confrming Applicants’ allocations under the Offer are expected to be despatched to Unitholders on 1 August 2008. By speaking to your accountant, stockbroker or other – professional adviser. If you require assistance or require additional copies of – this PDS, you should contact the BrisConnections Offer Information Line on 1800 236 994. For further contact details, see the Corporate Directory at – the back of this PDS.	Where to fnd more information – Section(s)
		Section 7
		Section 7
		Section 7.3
		Section 2.9
		Section 5
		Section 2.4
		Section 11.12
		Section 2.2
		Offer Summary and Section 2
		All Sections

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Investment Overview

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1 Investment Overview

The following is a summary only and should be read in conjunction with the more detailed information contained elsewhere in this PDS.

1.1 Overview

BrisConnections has been awarded the Concession by the State to design, construct, operate, maintain and finance Airport Link in Brisbane, Queensland. BrisConnections will receive toll revenue under the Concession, with tolls escalating in line with Brisbane CPI.

Airport Link will be approximately 6.7 kilometres in length with approximately 5.7 kilometres of this comprising tunnel and is designed to address serious traffic congestion affecting the Brisbane metropolitan area. Upon completion, it will be the first free-flow motorway linking Brisbane’s CBD to the northern suburbs and Brisbane Airport and is expected to become a key distribution road connecting some of Brisbane’s major destinations such as Brisbane Airport, the CBD, northern suburbs, Royal Brisbane Hospital, Australia TradeCoast and Chermside Shopping Centre.

1.1.1 The Busway and the Airport Roundabout Upgrade

BrisConnections will also be required to design and construct the Windsor to Kedron section of the Northern Busway (the Busway). The Busway will be delivered under a design and construction contract with the State funding the milestone payments for the Busway. The State will be responsible for the ongoing operation and maintenance of the Busway.

In addition, BrisConnections will be required to design and construct an upgrade to the roundabout at the East-West Arterial / Airport Drive / Gateway Motorway interchange located near Brisbane Airport (the Airport Roundabout Upgrade) to address traffic issues at the existing intersection. The Airport Roundabout Upgrade will be delivered under a design and construction contract with the State funding milestone payments for the Airport Roundabout Upgrade. The State will be responsible for the ongoing operation and maintenance of the Airport Roundabout Upgrade.

BrisConnections will not receive any toll revenue from the Busway or the Airport Roundabout Upgrade and will not have any involvement in their operation and maintenance. The State will fund the design, construction and commissioning costs of the Busway and the Airport Roundabout Upgrade. Both the Busway and the Airport Roundabout Upgrade will be handed over to the State upon commissioning.

1.2 Stapled Units

A Stapled Unit consists of one unit in BrisConnections Investment Trust and one unit in BrisConnections Holding Trust (together, the BrisConnections Unit Trusts).

The stapling of the units means that BrisConnections Investment Trust units may not be transferred, issued or otherwise dealt with without a corresponding and contemporaneous transfer, issue or dealing of BrisConnections Holding Trust units and vice versa.

1.3 The Offer

The Offer consists of approximately 408.67 million Stapled Units at the Issue Price of $3.00 per Stapled Unit.

The Issue Price per Stapled Unit is payable in three equal instalments:

The Initial Instalment of $1.00 per Stapled Unit will be paid on application for Stapled Units;
The Second Instalment of $1.00 per Stapled Unit will be payable 9 months after Allotment Date; and
The Final Instalment of $1.00 per Stapled Unit will be payable 18 months after Allotment Date.

Applications for Stapled Units must be made in accordance with the instructions set out in the Application Form.

1.4 Responsible Entity

It is a requirement of the Corporations Act that registered managed investment schemes have a responsible entity. BCMCL is the Responsible Entity of BrisConnections Investment Trust and BrisConnections Holding Trust. BCMCL is a wholly owned subsidiary of JF Infrastructure, an infrastructure investment and asset manager with in excess of $850 million in funds and assets under management spanning economic, urban, social and environmental infrastructure (including tollroads, airports, forestry, car parks and environmental assets).

BCMCL must exercise its powers and functions in the Unitholders’ best interests. Such powers and functions extend to the overall management and corporate governance of the BrisConnections Unit Trusts.

Under the Management Deeds, the day-to-day operation of Airport Link will be carried out by BC Operations. BCMCL however, remains ultimately responsible to its Unitholders for the management and operations of BrisConnections.

Information on BCMCL’s corporate governance structure and the management of BrisConnections is set out in Section 8.

1.5 Funding Airport Link

The table below sets out the projected sources and applications of funds for the development of Airport Link. All figures relate to the period up to Airport Link Opening, except for the Deferred Equity Tranche, which is initially funded by the Equity Bridge Facilities and only subscribed for on the Deferred Equity Contribution Date, which is approximately two years after Airport Link Opening.

Figures in the table are based on interest rates as at 14 April 2008 and will be impacted by the interest rates set at Financial Close. The State bears the risk associated with changes in interest rates between this date and Financial Close through an adjustment to the State Works Contribution. These figures may also be impacted by design modifications required by the State or the Coordinator-General that may increase the cost or the expected construction time of Airport Link. The State bears the cost associated with any such modification through an adjustment to the State Works Contribution.

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BCMCL expects that the funding sources will provide BrisConnections with sufficient working capital to fund its stated business objectives.

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Sources of Funds $ million Application of Funds $ million
Bank debt 3,055 Construction cost – Airport Link 3,400
Equity raised in the Offer 1,226 Upfront development and financing costs 267
Equity raised via DRP 361 [1] Net interest prior to Airport Link Opening 538
Deferred Equity Tranche 200 [2] Reserves 254 [4]
State Works Contribution 47 [3] Equity distributions during construction 315
Ongoing development, financing
114 [5]
and other costs
Total 4,889 Total 4,889 [6]
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Notes:

Comprises all estimated proceeds received from the issue of Stapled Units under the DRP for the period up to Airport Link Opening. This includes the proceeds received from the Second Instalment and the Final Instalment in respect of partly paid Stapled Units issued under the DRP.
Thiess Trustee and John Holland Trustee together will subscribe for $200 million of Stapled Units on the Deferred Equity Contribution Date. Thiess Trustee and John Holland Trustee have the right to nominate a replacement deferred subscriber after Construction Completion. For further information regarding the Deferred Equity Tranche refer to Sections 9.2.2 and 11.5.20.
If interest rates fall between 14 April 2008 and Financial Close such that the State Works Contribution becomes zero, BrisConnections may be required to make certain payments to the State which will be applied toward funding the Airport Roundabout Upgrade. These payments would enable the State to share the benefit associated with a fall in interest rates between these dates.
This includes the Distribution reserve and the cash funded component of the Ramp-up reserve. In addition to these reserves, there is up to $120 million in available debt commitments under the Reserve Facility.
Includes ongoing company costs, ongoing DRP underwriting fees, provision for the capitalisation of interest in respect of the Equity Bridge Facilities, net GST and other ongoing costs.
Total does not exactly equal the sum of the individual components above due to rounding adjustments.

1.6 Distributions to Unitholders and the Distribution Reinvestment Plan

Distributions to Unitholders can be classified into two categories:

Forecast Distributions during the Fixed Distribution Period; and
Distributions following the Fixed Distribution Period.

During the Fixed Distribution Period, unless a Unitholder elects in writing not to participate in the DRP, or is not eligible under the DRP Rules to participate in the DRP, Distributions due on the Stapled Units will be automatically reinvested in further Stapled Units under the DRP.

Stapled Units issued under the DRP prior to the Final Instalment Payment Date will be partly paid Stapled Units and the Unitholder will be liable to pay the Second Instalment of $1.00 (for those Stapled Units issued prior to the Second Instalment Payment Date) and the Final Instalment of $1.00 in relation to them. Unitholders should not rely on the payment of Distributions to partly fund payment of the Second Instalment or the Final Instalment. For further information on the DRP see Section 11.5.23.

During the Fixed Distribution Period, BrisConnections intends to make semi-annual Distributions for the periods ending 30 June and 31 December. BrisConnections intends to pay

Distributions to Unitholders over the first two Distribution Periods equivalent to an annualised Distribution Yield of 14% on the paid up value of the Stapled Units. Forecast Distributions for the remainder of the Fixed Distribution Period will provide an annual Distribution Yield of 8% on the paid up value of the Stapled Units. The amount of the Distribution relating to the initial period between Allotment Date and the payment of the first semi-annual Distribution will be calculated on a pro rata basis. It is expected that Distributions during the Fixed Distribution Period will be fully tax deferred. Following the Fixed Distribution Period it is expected that Distributions will be fully tax deferred until the payment of the Distribution for the period ending 31 December 2016.

While the present intention of the Directors is to pay semi-annual Distributions, BrisConnections will only pay Distributions having regard to the financial circumstances of BrisConnections and there is no guarantee that any Distributions (including the Distributions during the Fixed Distribution Period) will be paid.

To the extent that Unitholders do not participate in the DRP, the cash required for Distributions during the Fixed Distribution Period (other than the first Distribution) will be funded by the issue of additional Stapled Units (underwritten pursuant to the DRP Underwriting Agreement).

Section 1 – Investment Overview 46/211 25

1 Investment Overview continued

Following the Fixed Distribution Period, Directors will determine Distributions based on the operating cash flows of BrisConnections. BrisConnections intends to distribute the available net cash flows to Unitholders after making appropriate allowances for certain provisions and accruals and other projected commitments. BrisConnections intends to pay these Distributions on a semi-annual basis for the periods ending 30 June and 31 December each year.

A full copy of the DRP Rules is available on the BrisConnections website at www.brisconnections.com.au.

For a detailed explanation of investment risks, refer to Section 6.

1.7 Significant benefits

The significant benefits of investing in BrisConnections are set out below.

An opportunity to invest in a multi-purpose tollroad that:
Is Australia’s largest tollroad infrastructure project in terms of design and construction cost;
Links key Brisbane destinations, including Brisbane’s CBD, Brisbane Airport, Australia TradeCoast and the northern suburbs;
Utilises design and construction features which will optimise the flow of traffic and reduce travel times; and
– Will be fully interoperable with other Queensland and Australian electronic tollroads.
Above average growth in population, employment and car ownership is expected to lead to increased road usage in Brisbane, which highlights the need for Airport Link, as does the congested state of current arterial roads and low public transport usage.
BrisConnections intends to pay Distributions to Unitholders over the first two Distribution Periods equivalent to an annualised Distribution Yield of 14% on the paid up value of the Stapled Units. Forecast Distributions for the remainder of the Fixed Distribution Period will provide an annual Distribution Yield of 8% on the paid up value of the Stapled Units.

1.8 Significant risks

Prospective investors should be aware that Distributions from BrisConnections and the market price of the Stapled Units may be adversely affected by a number of risk factors. Some of these risks are discussed below.

Lower than projected traffic volumes, which will impact on returns to Unitholders and BrisConnections’ ability to service its debt.
Construction of Airport Link, Busway and the Airport Roundabout Upgrade is complex and any extended delays in their completion may reduce returns to Unitholders.
Unitholders bear the long-term risks of operating and maintaining Airport Link and returns may be affected by disruptions in, for instance, the Tolling System used for Airport Link.
Debt market conditions may affect the ability of BrisConnections to obtain future debt financing.
There are several circumstances that could result in the Concession being varied or terminated by the State before the end of the Concession Period. Depending on the circumstances that cause the State to act in such a manner, Unitholders may incur economic loss as a result.
Future changes in external economic conditions, such as changes in economic outlook, interest rates and inflation, as well as changes in government fiscal and regulatory policy and share market conditions, may affect the value of Stapled Units and returns to Unitholders.
An investment in Airport Link through BrisConnections is an investment in a single asset, which heightens the investment’s vulnerability to events which damage or significantly disrupt Airport Link.

These are only some of the relevant risks. See Section 6 for further discussion on the relevant risks.

Construction risk has been mitigated by BrisConnections entering into a Fixed Time Fixed Price Construction Contract with highly experienced contractors, the performance of which is guaranteed by their related party, Leighton Holdings, Australia’s largest contracting group.
Opportunity for capital growth from investment re-rating during the construction and Ramp-up phases of the project.

These significant benefits of investing in BrisConnections are set out in further detail in Sections 3, 4 and 9.

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Details of the Offer

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2 Details of the Offer

2.1 Timetable for the Offer

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These dates are indicative only.

BCMCL in consultation with the Underwriters reserve the right to vary the dates and terms of the Offer, which may include closing the Offer at any time before the Closing Date or extending the Offer, subject to the Corporations Act and the Listing Rules, without prior notice. Applicants are encouraged to submit their Applications as early as possible.

2.2 Structure of the Offer

The Offer comprises:

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The Public Offer Open to Australian resident retail investors
The Broker Firm Offer Open to Australian resident retail investors who have received an allocation from their broker
The Institutional Offer Open to institutional investors in Australia and a number of other overseas jurisdictions
pursuant to this PDS
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2.2.1 Public Offer

The Public Offer is open to all members of the public who are residents of Australia.

How many Stapled Units can be applied for?

The minimum number of Stapled Units that can be applied for under the Public Offer is 2,000 and thereafter in multiples of 500. There is no maximum number of Stapled Units that may be applied for under the Public Offer.

How to complete an Application Form

Applications under the Public Offer can be made by completing and lodging the Application Form attached to or accompanying this PDS.

A paper copy of this PDS will be provided free of charge to any person who requests a copy by contacting the BrisConnections Offer Information Line on 1800 236 994, or by contacting BCMCL or the Registry by mail or in person during the period that the Offer is open.

Applications must be completed in accordance with the instructions set out in this Section and accompanying the Application Form.

Who should cheques be made payable to?

The Application must be accompanied by a cheque(s) or bank draft in Australian dollars drawn on an Australian branch of an Australian bank. Cheque(s) or bank drafts should be made payable to ‘ BrisConnections Public Offer ’ and crossed ‘not negotiable’. All amounts must be in cleared funds. Please do not send cash. Receipts for payment will not be issued.

You should ensure that sufficient funds are held in the relevant account(s) to cover the payment. If the amount of your payment for application monies is insufficient to pay for the number of Stapled Units you have applied for in your Application Form, your Application may be rejected or BCMCL may, in its discretion, issue you with fewer Stapled Units than the number for which you applied.

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Where and when to send your Application Form

Completed Application Forms together with the cheque(s) or bank draft for application monies should be mailed or delivered to the Registry (on behalf of BCMCL) so that they are received no later than 5.00pm Australian Eastern Standard Time on the Closing Date. Applicants are encouraged to submit their Applications as early as possible.

Mailing address:

Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Delivery address: Level 12 680 George Street Sydney NSW 2000 Online Application and Bpay[®] :

Alternatively, you may submit your Application electronically via the internet at www.brisconnections.com.au and submit your application monies using Bpay[®] . If you apply online and intend to submit application monies using Bpay[®] , you must ensure that your payment is submitted and processed by your banks so that funds are received before 5.00pm Australian Eastern Standard Time on the Closing Date.

If you submit an online Application and your payment is not received before 5.00pm Australian Eastern Standard Time on the Closing Date, it will be treated as a late Application and may not be processed. Full details on how to make payment through Bpay[®] are available on the BrisConnections website at www.brisconnections.com.au.

Acceptance of Applications

A completed Application constitutes an irrevocable offer to BCMCL to subscribe for Stapled Units on the terms and conditions outlined in this PDS. BCMCL in consultation with the Underwriters reserves the right to reject any Application, including Applications that have not been correctly completed or are accompanied by payments that are insufficient or dishonoured, or to allocate to any Applicant fewer Stapled Units than the number for which they applied.

If an Application is rejected, or accepted in part only, the relevant part of the surplus application monies will be refunded (rounded down to the nearest whole cent). No interest will be paid to Applicants on any application monies refunded.

In the event that the Offer is oversubscribed, scale back arrangements will apply. The Underwriters in consultation with BCMCL will determine the method of scale back.

2.2.2 Broker Firm Offer

The Broker Firm Offer is open to all Australian resident retail clients who receive an allocation of Stapled Units from their broker.

Applicants under the Broker Firm Offer should follow the application instructions of the broker from whom they receive an offer of Stapled Units.

BCMCL, the Registry and the Underwriters take no responsibility for any acts or omissions by a broker in connection with Applications made under the Broker Firm Offer. BCMCL will not accept an Application if it has reason to believe that the Applicant has not received a complete copy of this PDS.

2.2.3 Institutional Offer

The Institutional Offer is structured in two parts:

An invitation to Australian resident institutional investors to subscribe for Stapled Units; and
An invitation to institutional investors resident in certain jurisdictions outside Australia to subscribe for Stapled Units in compliance with all applicable laws in the jurisdictions in which such Stapled Units are offered and sold.

The Underwriters will advise institutional investors of application procedures for the Institutional Offer.

At the time of this PDS, the Underwriters have received firm subscription commitments from a number of institutions including Macquarie Investment Holdings No 2 Pty Ltd (a related entity of Macquarie Capital Group) which has agreed to subscribe for no less than 33.33 million Stapled Units under the Offer, with a fully paid value of $100 million.

2.2.4 Discretion

BCMCL, in consultation with the Underwriters, has absolute discretion regarding the basis of allocation of Stapled Units, and there is no assurance that any Applicant will be allocated any Stapled Units or the number of Stapled Units for which they have applied.

2.3 Conditions of the Offer

It is expected that Financial Close will occur on or before 30 July 2008. If Financial Close does not occur on or before 1 August 2008, BrisConnections with the consent of the Lenders, Underwriters and the State may defer Financial Close to a date no later than 30 September 2008. If Financial Close has not occurred by 1 August 2008 or the later agreed date and the Stapled Units have not been issued, the Offer will be cancelled. If so, a public statement will be made advising that the Offer has been cancelled. If in these circumstances Stapled Units have been issued, the BrisConnections Unit Trusts will redeem and cancel all Stapled Units issued under the Offer. Investors will be repaid their application monies without interest. Advertisements to this effect will be placed in The Courier Mail , The Australian and the Australian Financial Review .

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2 Details of the Offer continued

2.4 Cooling-off

There is no cooling-off period for an investment in Stapled Units. Investors who have submitted a completed Application Form that has been accepted will not be able to withdraw from BrisConnections other than as permitted by the Corporations Act. Unitholders may, however, offer their Stapled Units for sale once the Stapled Units are quoted on ASX.

2.5 Allocation and allotment

Allotment of Stapled Units will be made as soon as possible after the date the Offer closes. The Underwriters and BCMCL reserve the right to allocate Stapled Units offered under this PDS in full on any Application, or to allocate any lesser number, or to decline any Application.

Where no allotment is made or the number of Stapled Units allotted is less than the number of Stapled Units applied for, the surplus application monies will be despatched to the Applicant within 21 days of the Closing Date. Interest will not be paid to Applicants on refunded application monies. BCMCL is entitled to keep any interest earned on the trust account.

Priority for Queensland Residents

In the event that the Offer is oversubscribed, an Applicant who is a Queensland resident will receive priority in allocation. The basis of such priority will be at the absolute discretion of BCMCL, in consultation with the Underwriters.

2.6 Second Instalment

The amount of the Second Instalment is $1.00 per Stapled Unit. Unitholders who are registered as the holders of the Stapled Units on the Second Instalment Record Date will be required to pay the Second Instalment by the Second Instalment Payment Date.

The Second Instalment Payment Date is 9 months after Allotment Date. BrisConnections will not bring forward the Second Instalment Payment Date to an earlier date. BrisConnections will not increase the amount of the Second Instalment. BCMCL will not accept payment of the Second Instalment until it is called.

If Unitholders do not pay the Second Instalment, BCMCL will take action to recover the amounts owing. While amounts are outstanding, voting and Distribution rights will be suspended. BCMCL will also sell the Stapled Units of Unitholders who have not paid the Second Instalment, in which case those Unitholders will be liable for any shortfall after the amount outstanding plus any applicable interest (calculated from the Second Instalment Payment Date) and the costs and expenses of sale are deducted from the sale proceeds.

BCMCL may apply any proceeds from the resale of Stapled Units plus any applicable interest to pay up the amount of the Second Instalment.

Unitholders who have participated in the DRP in respect of Distributions paid prior to the Second Instalment Payment Date will receive additional partly paid Stapled Units under the DRP. Such Unitholders will be required to pay the Second Instalment and the Final Instalment for these Stapled Units by the Second Instalment Payment Date and the Final Instalment Payment Date respectively if they are still registered as the holders of those Stapled Units.

The payment of the Second Instalment has been fully underwritten by Macquarie Capital Advisers and Deutsche Bank (except for the Second Instalment in relation to partly paid Stapled Units issued under the DRP). To the extent Unitholders default on payment of the Second Instalment, Macquarie Capital Advisers and Deutsche Bank will subscribe or procure subscription of additional Stapled Units to make up the funding shortfall. However, this does not affect the liability of Unitholders to pay the Second Instalment, nor does it guarantee a residual amount to those who have defaulted on payment of the Second Instalment.

2.7 Final Instalment

The amount of the Final Instalment is $1.00 per Stapled Unit. Unitholders who are registered as the holders of the Stapled Units on the Final Instalment Record Date will be required to pay the Final Instalment by the Final Instalment Payment Date.

The Final Instalment Payment Date is 18 months after Allotment Date. BrisConnections will not bring forward the Final Instalment Payment Date to an earlier date. BrisConnections will not increase the amount of the Final Instalment. BCMCL will not accept payment of the Final Instalment until it is called.

If Unitholders do not pay the Final Instalment, BCMCL will take action to recover the amounts owing. While amounts are outstanding, voting and Distribution rights will be suspended. BCMCL will also sell the Stapled Units of Unitholders who have not paid the Final Instalment, in which case those Unitholders will be liable for any shortfall after the amount outstanding plus any applicable interest (calculated from the Final Instalment Payment Date) and the costs and expenses of sale are deducted from the sale proceeds.

BCMCL may apply any proceeds from the resale of Stapled Units plus any applicable interest to pay up the amount of the Final Instalment.

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Unitholders who have participated in the DRP in respect of Distributions paid after the Second Instalment Payment Date but prior to the Final Instalment Payment Date will receive additional partly paid Stapled Units under the DRP. These units will be partly paid to the aggregate amount of the Initial Instalment and Second Instalment being $2.00. Such Unitholders will be required to pay the Final Instalment for these Stapled Units by the Final Instalment Payment Date if they are still registered as the holders of those Stapled Units.

The payment of the Final Instalment has been fully underwritten by Macquarie Capital Advisers and Deutsche Bank (except for the Final Instalment in relation to partly paid Stapled Units issued under the DRP). To the extent Unitholders default on payment of the Final Instalment, Macquarie Capital Advisers and Deutsche Bank will subscribe or procure subscription of additional Stapled Units to make up the funding shortfall. However, this does not affect the liability of Unitholders to pay the Final Instalment, nor does it guarantee a residual amount to those who have defaulted on payment of the Final Instalment.

2.8 Disbursement of application monies

Application monies for Stapled Units offered under this PDS will be held in a trust account for Applicants until the allotment of Stapled Units. The account will be established and kept by BCMCL on behalf of Applicants.

After the Stapled Units have been allotted, the application monies will be paid to BrisConnections under this PDS.

Application monies will be fully or partially refunded where:

An Application is not accepted or accepted in part only;
The Offer is withdrawn and/or cancelled by BCMCL; or
Financial Close does not occur on or before 1 August 2008, or such other date on or before 30 September 2008 agreed by the Lenders, Underwriters and the State.

Interest will not be paid on refunded application monies. BCMCL is entitled to keep any interest earned on the trust account.

2.10 Underwriting

The Offer, including the instalments, has been fully underwritten by the Underwriters (except for the Second Instalment and the Final Instalment in relation to partly paid Stapled Units issued under the DRP). A summary of the Underwriting Agreement is set out in Section 11.5.22.

2.11 ASX Quotation

No later than seven days after the date of issue of this PDS, an application will be made to ASX for the BrisConnections Unit Trusts to be admitted to the official list of ASX and for the official quotation of Stapled Units issued under this PDS. All contracts formed on acceptance of Applications under the Offer will be conditional on quotation of the Stapled Units on ASX. Quotation is not guaranteed.

2.12 CHESS and holding statements

BCMCL will apply to ASX to participate in the security transfer system known as CHESS. Under CHESS, BCMCL will not issue certificates to Unitholders. BCMCL will operate an electronic issuer sponsored sub-register and an electronic CHESS sub-register.

Following the issue of Stapled Units to successful Applicants, Unitholders will be mailed a holding statement that sets out the number of Stapled Units that have been allotted to them. The holding statement will also advise them of their holder identification number in the case of a holding on the CHESS sub-register, or security holder reference number in the case of a holding on the issuer sponsored sub-register.

Unitholders will be mailed holding statements at the end of any subsequent month during which there has been a movement in their holding of Stapled Units. Unitholders may also request additional statements at any other time either through the Unitholders sponsoring participant in the case of a holding on the CHESS sub-register, or through the Registry in the case of a holding on the issuer sponsored sub-register. The Registry may charge a fee for these additional sponsored statements.

2.9 Broker stamping fees

Where the Application Form of an Applicant who receives Stapled Units under the Public Offer bears the code of a member organisation of ASX, the Underwriters will pay that member organisation a broker stamping fee of an amount equal to 1% (inclusive of GST) of the value of Stapled Units allotted to that Applicant (calculated on the value of the Initial Instalment) subject to a maximum amount of $200 per Application. This fee will not apply to Stapled Units issued under the Broker Firm Offer. This fee will be paid from the Underwriters’ fee.

Section 2 – Details of the Offer 52/211 31

2 Details of the Offer continued

2.13 Deferred settlement trading

It is expected that the Stapled Units will be quoted on ASX on or about 31 July 2008, on a deferred settlement basis. An application for deferred settlement trading will be made at the same time as an application is made to ASX to admit the BrisConnections Unit Trusts to the official list of ASX.

Trading will initially be on a deferred settlement basis until BCMCL has advised ASX that holding statements have been despatched to Unitholders. Normal settlement trading is expected to commence on or about 4 August 2008.

Public Offer Applicants will also be able to call the BrisConnections Offer Information Line on 1800 236 994 to find out or confirm their allocations.

It is the responsibility of each Applicant to confirm their holding before trading in Stapled Units. Applicants who sell Stapled Units before they receive a holding statement do so at their own risk. BCMCL, the Registry and the Underwriters disclaim all liability, whether in negligence or otherwise, to persons who sell Stapled Units before receiving their holding statement, whether on the basis of a confirmation of allocation provided by any of them or by the BrisConnections Offer Information Line or a broker or otherwise.

2.14 Anti-money laundering laws

BCMCL is bound by the provisions of the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cwlth) (the AML/CTF Act) .

Under the requirements of the AML/CTF Act, BCMCL is required to establish an AML/CTF program, the standards for which are prescribed by the AML/CTF Act and associated rules. The program must contain details of BCMCL’s customer identification procedures, including details of BCMCL’s procedures for the collection and verification of the minimum prescribed information about BCMCL’s customers and the agents of its customers.

AUSTRAC, the Australian Government agency which administers the AML/CTF Act and rules, has issued BCMCL a ‘no-action’ letter however, advising that it will not commence enforcement action against BCMCL should it not comply with its obligations under the AML/CTF Act, subject to specified conditions being met. BCMCL does not therefore propose to collect this information in respect of the Offer.

The letter has been issued on the basis of draft rules released by AUSTRAC which propose to exempt a primary issue of an interest in a managed investment scheme under an initial public offering made in accordance with a product disclosure statement lodged with ASIC from the provisions of the AML/CTF Act, subject to meeting prescribed conditions.

2.15 Enquiries

All enquiries regarding the Offer should be directed to the BrisConnections Offer Information Line on 1800 236 994.

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Importance of Airport Link

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3 Importance of Airport Link

3.1 Overview of Airport Link and the TransApex agenda

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

Airport Link specifications
Location Brisbane, Queensland, Australia
Nature of Concession Tollroad, tolls escalate with Brisbane CPI
Type Greenfield project – construction to be completed
Tollroad length 6.7 kilometres
Tunnel length 5.7 kilometres
Traffic lanes (each direction) 3 (north/south) and 2 (east/west)
Term of Concession 45 years
Counterparty State of Queensland
----- End of picture text -----

3.1.1 Airport Link

BrisConnections has been awarded the Concession to design, construct, operate, maintain and finance Airport Link in Brisbane, Queensland. BrisConnections will receive toll revenue under the Concession, with tolls escalating in line with Brisbane CPI. Airport Link will be a tollroad constructed between Bowen Hills, Kedron and Toombul, with a connection to Gympie Road, Stafford Road and Lutwyche Road at Kedron and Sandgate Road and the East-West Arterial at Toombul. To the south, Airport Link will connect to NSBT which is currently under construction, the Inner City Bypass and the inner city road network. Airport Link will form a critical component of the Brisbane orbital and radial road network.

Airport Link will be approximately 6.7 kilometres in length with approximately 5.7 kilometres of this comprising tunnel and will be the largest tollroad project, in terms of design and construction cost, undertaken in Australia to date. Upon completion, it will be the first free-flow motorway linking Brisbane’s CBD to the northern suburbs and Brisbane Airport and is expected to become a key distribution road connecting some of Brisbane’s major destinations such as Brisbane Airport, the CBD, northern suburbs, Royal Brisbane Hospital, Australia TradeCoast and Chermside Shopping Centre.

Improved accessibility between the CBD, Brisbane Airport and the Australia TradeCoast precinct;
Improved north-south accessibility between the CBD and Gympie Road, and east-west accessibility between the East-West Arterial and Stafford Road;
A customer service facility with key performance indicators to measure quality;
Improved land use opportunities;
Improved connectivity to, and use of, community infrastructure, such as schools, churches, shopping centres, pedestrian and cycle networks and parklands; and
Improved environmental and social outcomes for the community through an extensive sustainability strategy which includes:
The planting of over 500,000 trees within the Airport Link Corridor; and
Fuel and energy consumption reporting during construction and operations to identify opportunities to reduce carbon emissions and maximise energy efficiency.

Airport Link is expected to provide a number of benefits for Brisbane including:

Improved traffic flow across and within Brisbane’s northern suburbs;
Reduced through-traffic on local and suburban roads;

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Figure 3.1 – Airport Link and Airport Roundabout Upgrade

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

Legend
Airport Link CHERMSIDE
Airport Roundabout Upgrade
CHERMSIDE
SHOPPING NORTHGATE
CENTRE WAVELL HEIGHTS
STAFFORD
HEIGHTS
NORTHERN
SUBURBS
NUNDAH
KEDRON
BRISBANE
AIRPORT
STAFFORD
GORDON
PARK
WOOLOOWIN
HENDRA
CLAYFIELD
GRANGE LUTWYCHE
AUSTRALIA
TRADECOAST
ALBION ASCOT
WILSTON
WINDSOR HAMILTON
EAGLE FARM
BOWEN
HILLS
ROYAL
BRISBANE
BULIMBA
KELVIN HOSPITAL PORT OF
GROVE HERSTON BRISBANE
NEWSTEAD
FORTITUDE VALLEY BALMORAL
SPRING HILL
HAWTHORNE
BRISBANE CBD
CITY KANGAROO NEW FARM
POINT
----- End of picture text -----

This map is illustrative only and is not to scale.

Section 3 – Importance of Airport Link 56/211 35

3 continued Importance of Airport Link

The Concession Period is 45 years from Financial Close. Based on a construction period of approximately 47 months, as provided in the Project Deed, BrisConnections will operate Airport Link for approximately 41 years.

BrisConnections will also be required to design and construct:

The Busway. The State has procured this section of the Northern Busway as part of the Airport Link tender process in order to minimise community disruptions and cost; and
The Airport Roundabout Upgrade, involving a bridge structure connecting the East-West Arterial over both Nudgee Road and the Gateway Motorway to Airport Drive, together with modifications to the roundabout that currently exists at the interchange.

BrisConnections will not receive any toll revenues from the Busway or the Airport Roundabout Upgrade and will not have any involvement in their operation and maintenance. The State will fund the design, construction and commissioning costs of the Busway and the Airport Roundabout Upgrade.

Both the Busway and the Airport Roundabout Upgrade will be handed over to the State upon commissioning. Despite this, BrisConnections cannot generally commence tolling on Airport Link until all aspects of the Project, including the Busway and the Airport Roundabout Upgrade are complete and until after Airport Link has been open for a four week ‘toll-free’ period. However, if Airport Link Opening is delayed by late completion of the Busway or the Airport Roundabout Upgrade, the D&C Contractor will be liable to pay liquidated damages to BrisConnections at a daily rate. For more information in relation to the liquidated damages regime refer to Section 11.5.11. There are also circumstances in which completion of the Airport Roundabout Upgrade will not be required before BrisConnections can commence tolling. For more information in relation to those circumstances, refer to Section 11.5.10.

A summary of the material project documents is contained in Section 11.

3.1.2 TransApex agenda

The five elements are:

1. NSBT

NSBT is a dual tunnel of two lanes each way currently being constructed below the city of Brisbane and the Brisbane River. It will comprise separate parallel tunnels to cater for both north and south bound traffic. It will provide Brisbane with additional river crossing capacity. NSBT will connect with Airport Link and is expected to be a significant feeder of traffic onto Airport Link.

2. Airport Link

BrisConnections has been awarded the Concession to design, construct, operate, maintain and finance Airport Link (see Section 3.1.1).

3. Hale Street Link

A contract to construct Hale Street Link has been awarded by Brisbane City Council, which will be an additional river crossing to the west of the CBD. It will be a local link project rather than a cornerstone component of TransApex, providing improvement in local amenity rather than facilitating throughtraffic into the wider South Brisbane area. Through linking with the Inner City Bypass, Hale Street Link will also provide a direct route from the South Brisbane area to Airport Link.

4. Northern Link

Northern Link will be a north-east and south-west aligned tunnel. It is intended to provide an effective bypass of the CBD for travel from the western suburbs, alleviate congestion on the existing east-west routes of Milton Road and Coronation Drive and reduce the travel time of a return journey between the western suburbs and Brisbane Airport. It is also expected to have the effect of providing direct access for traffic through the Inner City Bypass and onto Airport Link.

5. East-West Link

East-West Link will be a further cross-river tunnel and is expected to have a negligible impact on Airport Link traffic. It is expected to be built after 2026 following a review of traffic demand.

The five projects are shown in the map of Brisbane in figure 3.2.

TransApex is an initiative of Brisbane City Council involving the construction of five tolled road links to address traffic congestion in Brisbane. TransApex aims to enhance Brisbane’s road infrastructure in response to existing heavy congestion in the inner city area and expected high population growth over the next 20 years.

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Figure 3.2 – Location of TransApex road projects

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

A
Legend
A Motorway Standard
AIRPORT
B Inner City Bypass CHERMSIDE
1 North-South Bypass Tunnel
KEDRON NUNDAH
2 Airport Link
3 Hale Street Link
4 Northern Link GORDON PARK
5 East-West Link
LUTWYCHE CLAYFIELD
2
KELVIN GROVE BRISBANE RIVER
ASHGROVE BOWEN HILLS
B MORNINGSIDE
MILTON
BRISBANE A
4 CBD NEW FARM
1
3
EAST BRISBANE
TOOWONG WEST END
A 5 CARINA
DUTTON PARK
ST LUCIA
INDOOROOPILLY GREENSLOPES
YERONGA
A
MT GRAVATT
A
OXLEY NATHAN
A
A
Section 3 – Importance of Airport Link 58/211 37
Old Cleveland Road
Ipswich Motorway
Vulture Street
Milton Road
Western Freeway
Port of Brisbane
Motorway
Waterworks Road
Pacific Motorway
Ipswich Road
Gateway Motorway
Gateway Motorway
Creek Road
Wardell Street
Jubilee Terrace
----- End of picture text -----

3 continued Importance of Airport Link

The impact that each TransApex project is expected to have on Airport Link traffic is set out in table 3.1.

Table 3.1 – Timing of TransApex road projects

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

TransApex Link Expected opening year Likely effect on Airport Link traffic
NSBT 2010 Increase
Airport Link 2012 –
Hale Street Link 2010 Small increase
Northern Link 2014 Increase
East-West Link 2031 Negligible
----- End of picture text -----

3.1.3 Gateway Upgrade Project

In addition to TransApex, another major road project within the Airport Link Corridor is the Gateway Upgrade Project. The project involves the construction of a second Gateway Bridge, refurbishment of the existing Gateway Bridge, upgrading of 20 kilometres of the Gateway Motorway and a new Gateway Motorway deviation including a new northern airport interchange. It will provide Brisbane with additional cross river capacity and provide a more direct route north of the river with better access to Brisbane Airport. Construction is currently underway over a number of stages, with final completion expected by 2011.

The Gateway Upgrade Project and TransApex projects have been included in the forecast road network assumptions developed by the Traffic Expert. These assumptions are further set out in the summary of the Traffic Experts’ Report in Section 10.

The need for Airport Link

3.1.4 Growth in South East Queensland and Brisbane

Population growth, employment growth, high levels of car ownership and low public transport usage are expected to contribute approximately one million additional trips per day in South East Queensland over the six year period to 2012 (the year Airport Link is scheduled to open).

Population

Queensland is the fastest growing state in Australia with an annual compound population growth rate between 1992 and 2006 of 2.3% compared to the national average of 1.2%. Queensland is the third largest Australian state in terms of population with 4.1 million people, behind NSW (6.8 million) and Victoria (5.1 million).[1]

South East Queensland accounted for approximately 75% of Queensland’s total population growth between 2001 and 2006. South East Queensland’s population of 2.7 million in 2006 is expected to grow to approximately 3 million by 2011 and reach approximately 4.5 million by 2031.

Situated in South East Queensland, Brisbane is the fastest growing capital city in Australia with an annual population growth rate that is twice the national average. Brisbane’s population of 1.85 million in 2006 is expected to grow to approximately 2.1 million by 2011 and reach approximately 3 million by 2031.[2]

Expected population growth between 2004 and 2031 for major Australian capital cities is shown in figure 3.3. For this period, Brisbane’s projected population growth in percentage terms is expected to be approximately twice that of both Sydney and Melbourne.

Figure 3.3 – Australian capital city population growth 2004–2031

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

60
50
40
30
20
10
0
Brisbane Sydney Melbourne Adelaide Perth
Percentage growth
----- End of picture text -----

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

Source: Australian Bureau of Statistics
----- End of picture text -----

Employment

The anticipated population and economic growth in South East Queensland and Brisbane is expected to generate demand for over 550,000 new jobs in Brisbane by 2031. The Brisbane labour force in recent years has displayed strong levels of participation in the labour market and sustained low levels of unemployment.

Note:

These figures relate to the area within the Brisbane Statistical Division.

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Table 3.2 shows expected growth in population and employment for both Brisbane and South East Queensland.

Table 3.2 – Population and employment forecasts

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

Population (million) Employment (million)
Forecast year Brisbane [1] South East Queensland Brisbane [1] South East Queensland
2006 1.848 2.689 0.968 1.318
2011 2.064 3.015 1.122 1.522
2016 2.294 3.362 1.229 1.679
2021 2.532 3.722 1.330 1.825
2026 2.766 4.089 1.431 1.960
2031 3.001 4.460 1.536 2.124
----- End of picture text -----

Note:

1. These figures relate to the area within the Brisbane Statistical Division.

Car registration growth

Vehicle ownership rates in Brisbane are high by Australian standards. In both Brisbane and South East Queensland, over 90% of households own at least one car. For NSW, the same measure is 85%.

Between 2002 and 2006 the number of registered motor vehicles in Queensland increased by 18.5% from 2.45 million to 2.9 million. As shown in figure 3.4, this was the highest percentage increase for any Australian state or territory.

Figure 3.4 – Car registration growth 2002–2006

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

15
10
5
0
NSW VIC QLD SA WA TAS NT ACT AUST
Percentage growth
----- End of picture text -----

Source: Australian Bureau of Statistics

Section 3 – Importance of Airport Link 60/211 39

3 continued Importance of Airport Link

Brisbane’s high motor vehicle dependence is further illustrated through low usage of public transport services, with only 8.0% of all trips being made by public transport. This compares to 10.5% for Sydney and 11.0% for Melbourne. Further, approximately 75% of peak hour commuter trips to the CBD in Sydney are made by public transport compared to 50% in Brisbane. This is shown in table 3.3.

Table 3.3 – Public transport usage (Brisbane vs Sydney and Melbourne)

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

Share of trips Sydney Melbourne Brisbane
Public transport % of all trips 10.5% 11.0% 8.0%
Public transport % of commuter trips 20.0% 14.5% 10.0%
Public transport % of peak commuter trips to CBD 75.0% 60.2% 50.0%
----- End of picture text -----

3.1.5 Demographics and growth in the Airport Link Catchment

The Airport Link Catchment encompasses over 1.1 million Brisbane residents (representing approximately 60% of Brisbane’s population) and over 700,000 motor vehicles. Over 700,000 people are employed within the Airport Link Catchment.

The key demographic statistics of the Airport Link Catchment are set out in table 3.4.

Table 3.4 – 2006 key demographic statistics – Airport Link Catchment

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

Population Number of jobs Number of vehicles
CBD and surrounding areas 59,700 237,600 41,700
Brisbane Airport and Australia TradeCoast 5,700 37,900 3,600
Northern suburbs 585,200 219,500 355,000
Western suburbs 235,300 115,300 150,100
Southern suburbs 252,000 127,500 156,200
Total Airport Link Catchment 1,137,900 737,800 706,600
----- End of picture text -----

Table 3.5 summarises some of the key destinations serviced by Airport Link.

Table 3.5 – Key destinations serviced by Airport Link

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

Origin/Destination Origin/Destination
CBD, Fortitude Valley and West End Airport, Australia TradeCoast and Port of Brisbane
CBD, Fortitude Valley and West End Northern suburbs and Sunshine Coast
Western and inner eastern suburbs Airport, Australia TradeCoast and Port of Brisbane
Western and inner eastern suburbs Northern suburbs and Sunshine Coast
Southern suburbs Airport, Australia TradeCoast and Port of Brisbane
Southern suburbs Northern suburbs and Sunshine Coast
----- End of picture text -----

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The major markets serviced by Airport Link are discussed in further detail below.

Brisbane CBD

The Brisbane CBD and surrounding areas comprise the primary employment region of Brisbane with over 235,000 jobs. A number of leading companies have their headquarters based in Brisbane including Virgin Blue, Boeing Australia, Flight Centre, Bank of Queensland and Suncorp.

The Brisbane CBD is currently experiencing substantial growth with a number of residential, commercial and retail developments being undertaken to cater for this growth. Examples of this include the construction of Empire Square, Vision, 480 Queen Street, One One One Eagle Street, 400 George Street and Northbridge. There are also a number of significant projects within the Brisbane CBD awaiting final development or construction approval.

Brisbane Airport

Brisbane Airport is one of Australia’s fastest growing airports in terms of passenger growth, with 10% annual passenger growth from 2003 to 2007. In the year ended 30 June 2007, Brisbane Airport handled approximately 17.5 million passengers, comprising 13.5 million domestic passengers and 4 million international passengers.

A number of potential developments have been planned over the next 15 years aimed at doubling the international terminal capacity, expanding domestic terminal capacity and introducing a new parallel runway.

The Brisbane Airport City commercial hub is Australia’s largest on-airport mixed-use commercial development zone (occupying a land area three times the size of Sydney Airport). It employs 18,000 people and will be the South East Queensland base for over 100 operating businesses.

Chermside shopping district and northern suburbs

The northern suburb of Chermside is the location of the largest retail shopping centre in Queensland, attracting over 12 million customer visits per year. Chermside is expected to benefit from continued growth as large amounts of land in the area are earmarked for future development.

The northern suburbs of Brisbane have a population of approximately 585,000 and over 200,000 jobs. Upon completion, Airport Link will serve as the only motorway standard connection from these suburbs to both the CBD and Brisbane Airport.

3.1.6 Critical capacity constraints

Existing Brisbane road network

The Brisbane road system is characterised by a strong radial road network, with arterial roads facilitating traffic flow from the CBD area to the outer Brisbane suburbs. The radial links also connect to the CBD river crossings allowing for cross-city travel.

While the southern part of Brisbane is catered for by a number of motorway standard roads, the northern suburbs lack motorway standard roads. This is illustrated in the map of Brisbane’s existing road network in figure 3.5 which shows the absence of a motorway standard road (represented by green lines) northward from the CBD.

Further, the northern Brisbane road network is highly signalised, increasing travel times for trips between key destinations such as the CBD, Brisbane Airport and Australia TradeCoast.

These factors highlight the importance of Airport Link which will, upon completion, serve as the only motorway standard road from the CBD to the northern suburbs and Brisbane Airport.

Australia TradeCoast

Brisbane Airport forms part of the Australia TradeCoast which is the fastest growing industrial and trade precinct in Australia, covering an area of 8,000 hectares of prime industrial land. It currently generates approximately 38,000 jobs (including those jobs generated by Brisbane Airport), a number which is expected to almost double within 25 years.

Also part of the Australia TradeCoast is the Port of Brisbane, currently the only purpose-built, capital city, inter-modal port complex in Australia. It has achieved 13 years of total tonnage growth and 21 years of container trade growth, making it the fastest growing container port in Australia today.

Section 3 – Importance of Airport Link 62/211 41

3 continued Importance of Airport Link

Figure 3.5 – Existing Brisbane road network

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

Motorway Standard
Airport Link
N Airport Roundabout Upgrade
Northern Link
(under consideration for
ASPLEY opening in 2014)
North-South Bypass Tunnel
(scheduled to open in 2010)
BRISBANE
AIRPORT
CHERMSIDE
TOOMBUL
EVERTON
PARK
AUSTRALIA
TRADECOAST
HERSTON
FORTITUDE
VALLEY
CBD
TOOWONG
WOOLLOONGABBA
UNIVERSITY OF CARINDALE
QUEENSLAND
INDOOROOPILLY
MT GRAVATT
This map is illustrative only and is not to scale.
----- End of picture text -----

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Congestion levels in Airport Link Corridor

As shown in figure 3.6, Airport Link’s alternatives are constrained arterial roads, and these have a significant number of traffic lights (17 to 22 sets between the CBD and Brisbane Airport depending on route choice) and dedicated pedestrian crossings. As a result, trip times on the competing routes to Airport Link are highly variable with the potential for substantial delays to occur. This should make the potential travel time savings provided by Airport Link attractive to road users. In addition, the feeder routes into the Airport Link Corridor are generally high quality with excess capacity, providing additional patronage support for Airport Link.

Figure 3.6 – Volume/capacity relationships of feeder routes and alternative routes[1]

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

Congested Feeder roads Alternative routes
1.4 This saturation will be The Gateway Arterial
relieved by NSBT saturation will be
1.2 (scheduled to be relieved by the
open in 2010) Gateway Upgrade
Project
1.0
0.8
0.6
0.4
0.2
0
Free-flow
Feeder roads
Alternative routes
Relative saturation
Gympie Road Sandgate Road East-West Arterial Inner City Bypass Story Bridge Captain Cook Bridge Lutwyche Road Abbotsford Road Kelvin Grove Road Kingsford Smith Drive Breakfast Creek Road Rode Road Gateway Arterial Junction Road
----- End of picture text -----

Note:

Chart data as at 2004. Relative saturation is calculated as actual traffic divided by lane capacity, with a level of 0.80 and above indicating ‘stop-start’ traffic conditions.

Section 3 – Importance of Airport Link 64/211 43

3 continued Importance of Airport Link

The Traffic Expert has forecast that peak period travel times on Airport Link will on average be approximately half the travel times on existing competing routes. Table 3.6 shows these expected travel time savings in 2012. Further detail on the expected travel time savings for 2012, 2016 and 2022 can be found in the summary of the Traffic Experts’ Report in Section 10.

Table 3.6 – 2012 maximum expected peak period travel time savings

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

Expected Expected travel Expected maximum
travel times on time on travel time
competing routes Airport Link savings from using
(minutes) (minutes) Airport Link
(minutes)
Tollable Section 1 – Journey between Bowen Hills and Kedron 22–26 10 12–16
Tollable Section 2 – Journey between Bowen Hills and Toombul 25–29 12 13–17
Tollable Section 3 – Journey between Kedron and Toombul 14–17 5 9–12
----- End of picture text -----

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Construction and Operation of Airport Link

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4 Construction and Operation of Airport Link

4.1 Design and construction

4.1.1 Key design features

The key features of Airport Link include:

Two separate parallel north-south tunnels, each carrying three lanes of traffic in both directions between Bowen Hills and Kedron;

– Two separate parallel east-west tunnels, each carrying two lanes of traffic in both directions between Kedron and Toombul;

Tunnel portals and network connections at Bowen Hills, Kedron and Toombul; and
A ventilation system to manage air quality in the tunnel, at the portals and in the external environment.

The design solution has been formulated to optimise traffic flow, enabling faster travel speeds and greater time savings through:

Dedicated lanes to provide for separate traffic movements with early decision points;
Lane configuration to minimise traffic merging and weaving; and
Connections from key feeder routes that avoid intersection delays and streamline traffic flows.

The tunnels will be constructed by a combination of road headers and tunnel boring machines depending on the underlying geology along each section of the tunnel route.

BrisConnections has subcontracted its obligations to design and construct Airport Link to the D&C Contractor under the D&C Contract.

BrisConnections’ design for Airport Link and the Busway also incorporates a number of urban design and regeneration initiatives including:

Creating safe and open access to the Kedron and Lutwyche bus stations that will be built as part of the Busway;
Creating the Bowen to Bay Urban Parkway – comprising dedicated green space to allow pedestrians and cyclists to travel between Bowen Hills and Moreton Bay;
Providing tree-lined street boulevards to enhance liveability;
A connection of new open spaces and cyclepaths from the Boondall wetlands to the Brisbane CBD;
Enhancing the bicycle and pedestrian network with a new cycle and pedestrian bridge at Bowen Hills, a pedestrian/cycleway at Lutwyche bus station and facilities at Kedron and Toombul to provide safe access for the local community to parklands, public transport and local facilities; and

4.1.2 Construction works

The D&C Contractor is an unincorporated joint venture comprising Thiess and John Holland. Thiess and John Holland are both experienced contractors in Australia and Asia with significant resources and road tunnelling experience. These same joint venture partners designed and constructed the Lane Cove Tunnel Project in Sydney and the EastLink Project in Melbourne. Further information on Thiess and John Holland is set out in Section 4.1.6.

BrisConnections considers that Airport Link’s design and construction risks have been minimised due to the:

Use of experienced professional local and international design consultants;
Reliance on existing technology and utilisation of proven building methods within the competency of the D&C Contractor;
Investigation of geological conditions and planning of the tunnelling process; and
The significant level of experience and expertise of the D&C Contractor.

4.1.3 Airport Link interchanges

Entry and exit points into and from Airport Link are via three interchanges:

Bowen Hills Interchange;
Kedron Interchange; and
Toombul Interchange.

Bowen Hills Interchange

Traffic travelling between the western suburbs to the northern suburbs or Brisbane Airport can travel along the Inner City Bypass (motorway standard road – three lanes in each direction) to access Airport Link.
Traffic travelling between the CBD and the northern suburbs or Brisbane Airport can travel via the Inner City Bypass or through the city ramp connections at Campbell Street, Bowen Bridge Road or Lutwyche Road (key northern arterial with three lanes in each direction) to access Airport Link.
Traffic travelling between the southern suburbs and the northern suburbs or to Brisbane Airport can travel on NSBT (motorway standard tollroad with two lanes in each direction) or via the Riverside Expressway (currently the largest river crossing in Brisbane with four lanes in each direction)/Inner City Bypass, or via the Story Bridge (key arterial river crossing with three lanes in each direction)/city connections, to access Airport Link.
Reducing the visual impacts of the ventilation stations at Bowen Hills and Toombul by respectively depressing and burying the buildings.

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Kedron Interchange

Traffic travelling from the northern suburbs to the CBD, western suburbs or southern suburbs can enter and exit at Gympie Road (the key northern arterial with three lanes in each direction) or Stafford Road (the key northern east-west arterial connector with two lanes in each direction).
Traffic travelling between the northern to north western suburbs and Brisbane Airport can enter and exit at the specific east-west ramps from either Gympie Road or Stafford Road.
Traffic travelling northward on Lutwyche Road can enter the east-west tunnel of Airport Link at a specific ramp at Kedron.

Toombul Interchange

Traffic travelling between Brisbane Airport and the north-western suburbs, CBD, southern suburbs or western suburbs can enter and exit at the East-West Arterial (key motorway standard road to and from Brisbane Airport with two lanes in each direction).
Traffic travelling between the north-eastern suburbs, north-western suburbs, CBD, southern suburbs or western suburbs can enter and exit at Sandgate Road (key northern arterial with three lanes in each direction north of the East-West Arterial and two lanes in each direction south of the East-West Arterial).

4.1.4 Additional works

BrisConnections will also be required to design and construct the Busway and the Airport Roundabout Upgrade. BrisConnections has subcontracted its obligations to design and construct the Busway and the Airport Roundabout Upgrade to the D&C Contractor under the D&C Contract. The State will pay for the construction of the Busway and the Airport Roundabout Upgrade under separate contracts (the NB Works Deed and the Airport Roundabout Upgrade Works Deed respectively), with milestone payments made throughout construction. Upon commissioning, the Busway and the Airport Roundabout Upgrade will be handed over to the State, with the State assuming responsibility for their ongoing operation and maintenance.

4.1.5 Tolling System

The D&C Contractor must also deliver a fully operational electronic Tolling System under the D&C Contract. Airport Link will use an electronic, free-flow tolling system designed to be fully interoperable with other Brisbane and Australian tollroads.

The Directors believe that the use of electronic, free-flow tolling will provide several benefits, including:

The ability to provide motorists with an uninterrupted journey under freeway conditions;
The avoidance of delays typically associated with toll plazas or cash toll systems;
The ability to offer tailored tolling products designed around the travel patterns of various customer groups; and
Interoperable tags with other electronic tollroads in Brisbane and throughout Australia.

Queensland Motorways has recently announced that it intends to accelerate its transition to electronic free-flow tolling and as such it is expected that free-flow tolling will be mandatory across all Queensland tollroads by July 2009.

The D&C Contractor plans to enter into a subcontract with a tolling system supplier for the Tolling System delivery, including the back office computer system and integration with other project items such as the road-side equipment. The D&C Contractor has identified a short-list of qualifying tolling system providers and at this time has not made a final selection of the specialist subcontractors. The short-listed suppliers identified by the D&C Contractor all have extensive experience in integrating technologies for intelligent transport systems, including recent and proven delivery of best practice multi-lane, free-flow electronic tolling systems.

It is the primary responsibility of the D&C Contractor to ensure the Tolling System and related equipment are commissioned on time and to specification. In support of this commitment, the D&C Contractor has agreed to pay liquidated damages to BrisConnections in the event completion does not occur on time or to specifications.

Section 4 – Construction and Operation of Airport Link 68/211 47

4 continued Construction and Operation of Airport Link

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

Figure 4.1 – Airport Link, Busway and Airport Roundabout Upgrade
GEEBUNG
Busway
VIRGINIA
Airport Link
Airport Roundabout Upgrade BANYO
BRISBANE
Gateway Motorway AIRPORT
WAVELL
North-South Bypass Tunnel HEIGHTS
(scheduled to open in 2010)
NUNDAH
KEDRON
TOOMBUL
KALINGA
HENDRA
GORDON WOOLOOWIN AUSTRALIA
PARK TRADE
COAST
LUTWYCHE
CLAYFIELD
PINKENBA
ASCOT
ALBION
WINDSOR
BREAKFAST
CREEK
HAMILTON
EAGLE
BOWEN FARM
NEWSTEAD
HILLS
HEMMANT
BULIMBA
BALMORAL
MURARRIE
SPRING FORTITUDE
HILL VALLEY HAWTHORNE
BRISBANE
CBD
CANNON
HILL
NEW FARM
SEVEN
SOUTHBRISBANE KANGAROOPOINT NORMAN HILLS
PARK
CARINA
COORPAROO
CAMP
WOOLLOONGABBA HILL
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4.1.6 D&C Contractor

The D&C Contractor is an unincorporated joint venture comprising Thiess and John Holland.

Thiess

Established in 1934, Thiess is a leading Australian integrated engineering, construction and mining services provider. Thiess had approximately $4.8 billion of turnover in the 2006-07 financial year and approximately $9.9 billion of work in hand (as at 31 December 2007). Thiess has more than 10,000 employees and contributed over 41% of the revenue of its parent company, Leighton Holdings, in 2006-07.

Thiess has constructed more than 5,000 kilometres of roads and highways in Australia, including major works on the Western/Metropolitan Ring Road in Melbourne, the Pacific Motorway from Brisbane to the Gold Coast and the Kwinana Freeway extension in Perth. Major infrastructure projects demonstrating recent experience include:

The $2.5 billion EastLink project in Melbourne (a joint venture with John Holland);
The $1.1 billion Lane Cove Tunnel project in Sydney (a joint venture with John Holland); and
The $860 million Epping to Chatswood Rail Line project (ECRL) in Sydney which incorporates the construction of twin 12.5 kilometre tunnels using tunnel boring machines (a joint venture with Hochtief Construction).

John Holland

Established in 1949, John Holland is one of Australia’s most diversified contractors. John Holland is a leader in the construction of tunnels and underground works both in soft ground and hard rock. John Holland had approximately $2.4 billion in turnover in the 2006-07 financial year and approximately $4.4 billion of work in hand (as at 31 December 2007). John Holland contributed approximately 20% of the revenue of its parent company, Leighton Holdings, in 2006–07.

John Holland has constructed over 60 kilometres of tunnels and underground works in the past 15 years. Major infrastructure projects in which John Holland has been involved include:

The $2.5 billion EastLink project in Melbourne (a joint venture with Thiess);
The $1.1 billion Lane Cove Tunnel project in Sydney (a joint venture with Thiess); and
The $1.2 billion Alice Springs to Darwin railway (a joint venture with Barclay Mowlem Construction Limited, MacMahon Holdings Limited and Halliburton KBR Pty Ltd).

4.1.7 D&C Contract

The D&C Contractor will be responsible for the design, construction and commissioning of Airport Link (including the Tolling System), the Busway and the Airport Roundabout Upgrade, and will perform these obligations under a Fixed Time, Fixed Price Construction Contract. Should construction and commissioning be completed earlier than the date assumed and Airport Link commence operations ahead of schedule, Airport Link will derive revenue for the benefit of Unitholders for a longer period than scheduled. In this circumstance a bonus will be payable to the D&C Contractor at the completion of Ramp-up (see Section 11.5.11 for further details).

The liability of the D&C Contractor is limited to the aggregate of 50% of the D&C Contract Price (which does not include the amount of any liquidated damages or deductibles payable by the D&C Contractor or the amount of any proceeds paid out under insurance policies effected in respect of the Project). This limit does not apply to liability for loss, damage and expense caused by the malicious and deliberate or fraudulent acts of the D&C Contractor, its employees and agents. In the particular case where Airport Link Opening has occurred and the D&C Contract has terminated or where the D&C Contractor’s obligation to complete the Airport Roundabout Upgrade is terminated, but BrisConnections is still required to complete the Airport Roundabout Upgrade by the State, the D&C Contractor’s liability for the costs to complete the Airport Roundabout Upgrade is limited to 50% of the Airport Roundabout Upgrade Contract Price. The obligations of each party constituting the D&C Contractor are joint and several and are supported by:

A parent company guarantee from Leighton Holdings for the D&C Contractor’s liability under the D&C Contract;
Security bonds procured by the D&C Contractor (from a bank or insurance company of high credit quality) in favour of BrisConnections and the Security Trustee (in an amount equal to approximately 7.5% of the D&C Contract Price up to Airport Link Opening, reducing to 50% of that amount after Airport Link Opening) until the end of the defects liability period; and
A liquidated damages regime which will cover the costs of a delay of up to 12 months in Airport Link Opening caused by the failure of the D&C Contractor to reach Airport Link Opening by the scheduled date.

For more detailed information in relation to the D&C Contract, refer to Section 11.5.11 and Section 11.5.17 which summarise key provisions of the contract and related documentation including the D&C Consent Deed.

John Holland acquired the Transfield Construction tunnelling business in 2003. Transfield’s tunnelling experience includes the completion of the 2.3 kilometre Sydney Harbour Tunnel, the Melbourne CityLink Project, the 10 kilometre Airport Rail Tunnel in Sydney and the Graham Farmer Freeway in Perth.

Section 4 – Construction and Operation of Airport Link 70/211 49

4 continued Construction and Operation of Airport Link

4.1.8 Independent Verifier

An Independent Verifier as appointed from time to time under the Independent Verifier Agreement will review the progress of construction and act as certifier to the State and BrisConnections, in accordance with the Project Documents, including the Independent Verifier Agreement and the D&C Contract.

4.2 Operation and maintenance

The operation and maintenance of Airport Link will comprise two main areas:

Tolling and customer service; and
Roadside operations and maintenance.

4.2.1 Tolling and customer service

BrisConnections will undertake the tolling and customer service operations for Airport Link. These functions include:

Toll and fee collection;
Marketing of Airport Link and associated customer services;
Operation of a website, customer service centres and call centres;
Ensuring appropriate tolling products and payment options are available;
Electronic tag distribution;
Managing and negotiating roaming agreements with other tollroad operators; and
Toll monitoring and enforcement management.

BrisConnections intends to subcontract maintenance and support of the back office computer system to a suitably qualified service provider.

4.2.2 Roadside operations and maintenance

The O&M Contractor, an unincorporated joint venture between Thiess Services and John Holland Services will undertake the roadside operations and maintenance of Airport Link. Under the terms of the O&M Contract, the O&M Contractor will be responsible for the overall tunnel operation and day-to-day maintenance of Airport Link for the first five years of the Operations Phase.

Thiess Services is a wholly owned subsidiary of Thiess and is responsible for a diverse range of operation, maintenance and environmental contracting obligations. Thiess Services’ total revenue in the 2006–07 financial year exceeded $727 million and current work in hand is valued at over $1.9 billion (as at 31 December 2007). Thiess Services has diversified its facilities operation and maintenance capabilities into the transport sector, initially for major tollroad and road tunnel projects. Key personnel with specialist skills and experience in the transport and infrastructure sector have been engaged to complement Thiess Services’ project management expertise and experience in other infrastructure sectors.

John Holland Services is a wholly owned subsidiary of John Holland Group Pty Ltd. John Holland Services’ total revenue in the 2006–07 financial year was $14 million and current work in hand is valued at $67 million (as at 31 December 2007). John Holland Services has a wide breadth of experience including:

Facilities management: commercial and infrastructure management; and
Heavy aircraft: engineering and maintenance services.

The O&M Contract is supported by a $500,000 performance bond that is renewed annually for the life of the contract and parent company guarantees from Thiess and John Holland.

Costs under the O&M Contract for the first five years of operations are fixed. After five years BrisConnections may either elect to extend the O&M Contract, re-tender the contract to other available service providers or bring roadside operations and maintenance in-house. This provides cost certainty in the early years of operations without limiting BrisConnections’ ability to replace the O&M Contractor and enhance terms.

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4.3 Tolling structure

Drivers will be charged tolls on a per trip basis each time they travel through Airport Link.

Tolls are grouped into four bands with the expected base toll levels shown in table 4.1 (in 2006 dollars).

Table 4.1 – Airport Link tolling structure

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

Tollable Section 2
Tollable Section 1 Any journey between Tollable Section 3
Any journey between Bowen Hills and Any journey between
Category of vehicle Bowen Hills and Kedron [1] Toombul [1] Kedron and Toombul [1]
Cars $4.00 $4.00 $3.00
Motorcycles $2.00 $2.00 $1.50
Light commercial vehicles $6.00 $6.00 $4.50
Heavy commercial vehicles $10.60 $10.60 $7.95
----- End of picture text -----

Note:

Toll rates in 2006 dollar terms. Amounts inclusive of GST.

In accordance with the terms of the Project Deed, toll levels will be indexed annually with Brisbane CPI until the end of the Concession Period. These toll rates are generally below the estimated value of travel on Airport Link (based on the value of travel time savings to potential users) as calculated by the Traffic Expert. The Directors believe this is an important consideration as it increases the attractiveness of Airport Link to a wider range of potential users.

From the date of Airport Link Opening, BrisConnections may be required to share with the State a portion of revenues in excess of the Base Case Financial Model on an upward sliding scale. For further information see Sections 9.7 and 11.5.1. In addition, BrisConnections will be required to pay the State 50% of any refinancing gains which are not contemplated in the Base Case Financial Model.

4.3.1 Tolling products

As Airport Link is a multi-lane electronic free-flow tollroad, the Directors expect that the majority of users will be account holders with an electronic tag fitted to their vehicle. There are currently over 300,000 tags on issue in Queensland with this number expected to increase prior to Airport Link Opening.

The electronic toll collection system is proposed to be fully interoperable with all other tollroads in Australia. In addition to tags, pass products are proposed to be made available for less frequent users who do not have a tag account.

The tolling products that are proposed to be offered are discussed in further detail below.

Bris-Tag

This is aimed at retail customers who will use Airport Link on a regular basis. The customer will be able to purchase the tag which will be linked to an account from which the toll will be deducted each time a trip is made on Airport Link.

Fleet-Tag

This is aimed at commercial customers with large fleets that will use Airport Link on a regular basis. It will provide a convenient travel option for employees using company vehicles.

Bris-Link Pass

This will be an interoperable pass that will allow an occasional user to travel on both Airport Link and NSBT with a single payment.

Connect-Pass

This is aimed at occasional users of Airport Link who anticipate using Airport Link in the future but not regularly enough to warrant the deposit for a Bris-Tag account.

Trip-Pass

This is aimed at occasional users of Airport Link who do not want to register for automatic payment. The customer will be able to pay for their Airport Link trip up to 72 hours after their trip or up to six months prior to their travel.

Figure 4.2 shows these tolling products and the customer segments they target.

Figure 4.2 – Tolling products for Airport Link

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

Frequent user Y Bris-Tag
of Airport Link Fleet-Tag
N
Link and wants toMay use Airport Y Travel on Y Bris-Link Pass
register fo r interoperableroads? N
automatic payment?
Connect-Pass
N
Occasional
user Trip-Pass
----- End of picture text -----*

Can only be used in conjunction with NSBT.

Section 4 – Construction and Operation of Airport Link 72/211 51

4 Construction and Operation of Airport Link

4.3.2 Tolling enforcement

The State has established procedures under legislation for the drivers of vehicles who use tollroads such as Airport Link to be liable to pay tolls. The legislation also sets out procedures for pursuing unpaid tolls, and prescribes the consequences for vehicle owners who fail to pay the toll due or fail to give all the help they can in identifying the driver of the vehicle.

The licence number plates of non-registered users of Airport Link will be identified using video imaging technology. These users have the option of purchasing a post-paid trip pass within 72 hours of travel after which BrisConnections will commence an unregistered user debt recovery procedure.

4.3.3 Marketing of Airport Link

BrisConnections will develop a comprehensive marketing plan. The marketing plan will seek to:

Develop and protect the Airport Link brand;
Educate customers; and
Increase patronage of Airport Link.

The marketing plan is expected to include:

Market research into customer preferences and their perception and knowledge of Airport Link and electronic tolling;
Direct mail-outs, publications, advertising and community relations;
Promotional publicity events on attainment of key milestones and opening of Airport Link;
Establishment of customer channels, including an interactive, responsive e-commerce website, customer service centres and a 24 hour call centre; and
Product and customer service initiatives to encourage early take up and account opening. These initiatives will include:
One month toll free period from opening;
Four month purchase fee waiver period from opening for a Bris-Link Pass, Connect-Pass and Trip-Pass;
$50 toll credit for accounts established prior to Airport Link Opening;
$25 toll credit for accounts established during the toll free period; and
Additional $10 toll credit for hybrid vehicle accounts established prior to Airport Link Opening or during the toll free period.

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Corporate Structure and Taxation

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Smarter ways to move BrisConnections PDS 74/211 53

5 Corporate Structure and Taxation

5.1 Corporate structure

The key entities in BrisConnections’ corporate structure are outlined in the diagram below:

Figure 5.1 BrisConnections corporate structure

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

Responsible Entity Stapled Unitholders
BCMCL
BrisConnections Unit Trusts
BrisConnections BrisConnections
Investment Trust Holding Trust
Loan
BC
Asset Trust Sub-Lease BC Operations
Loan Land and Plant and
Buildings/ Equipment
Crown Lease Right to toll
Loan NB Works
Lenders FinCo BC Contracting Contractor
Performs State Works Carries out the
during Construction Busway and the Airport
Phase Roundabout Upgrade
projects
----- End of picture text -----

Note: This is a simplified diagram and does not include some intermediate entities.

BrisConnections Investment Trust and BrisConnections Holding Trust – each trust is a registered managed investment scheme under the Corporations Act. An application will be made to list the BrisConnections Unit Trusts on ASX within seven days of the date of this PDS. BCMCL is the Responsible Entity of both trusts.
BC Asset Trust – has the right and obligation under the Project Deed to design and construct Airport Link and will have a leasehold interest from the State in the land on which Airport Link will be built, as well as over most fixtures on the land at Airport Link Opening.
BC Operations – has day-to-day responsibility for the operation and maintenance of Airport Link and will receive all operating revenue from, and meet all operating expenses of, Airport Link.
FinCo – will enter into Senior Debt finance agreements with the Lenders. Borrowings by FinCo will be on-lent to BC Asset Trust on back-to-back terms with the Senior Debt finance agreements. BC Asset Trust will in turn lend a portion of these funds to BC Operations to enable it to meet its capital expenditure requirements and operating expenses.
BC Contracting – is a wholly owned subsidiary of BC Operations and will perform the State Works which comprise that part of Airport Link whose capital works are equal to the amount of the State Works Contribution.
NB Works Contractor – is a wholly owned subsidiary of BC Operations and will contract with the State to construct the Busway and the Airport Roundabout Upgrade.
BC Operations will make rental payments to BC Asset Trust on the land sub-leased to BC Operations and will make interest payments on borrowings provided by BC Asset Trust to BC Operations. When Airport Link is operational, the Directors intend that BC Asset Trust will use this cash flow from BC Operations to meet BC Asset Trust’s debt service obligations to FinCo and any other obligations.

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5.2 Taxation

The taxation information in this Section is of a general nature only and does not take into account your objectives, financial situation or needs. BCMCL recommends you seek independent professional taxation advice which takes into account your individual circumstances.

This Section contains a summary of the principal taxation consequences applying to the holding of Stapled Units by a Unitholder. Unless otherwise specified, the summary:

Is based on Australian revenue legislation, public taxation rulings, determinations and administrative practice as at the date of this PDS; and
Relates only to Unitholders who are Australian residents and who hold Stapled Units as a capital asset; that is, the Unitholder will not hold Stapled Units in the course of the business of trading or dealing in such securities or for a profit making purpose.

Provisions of the Income Tax Assessment Act 1936 (Cwlth) (1936 Tax Act), the Income Tax Assessment Act 1997 (Cwlth) (1997 Tax Act), the A New Tax System (Goods and Services Tax) Act 1999 (Cwlth) (GST Act) and the A New Tax System (Goods and Services Tax) Regulations 1999 (Cwlth) (GST Regulations) are referred to in this Section.

5.2.1 Tax characterisation of Stapled Units

Each Stapled Unit will consist of one unit in BrisConnections Investment Trust and one unit in BrisConnections Holding Trust. The units in BrisConnections Investment Trust and in BrisConnections Holding Trust will be stapled and will not be able to be traded or transferred independently of each other. However, the Australian income tax (including capital gains tax (CGT)) consequences of investing in Stapled Units will distinguish between the holding of units in each of BrisConnections Investment Trust and BrisConnections Holding Trust.

5.2.2 Taxation of the BrisConnections Unit Trusts

Taxation of BrisConnections Investment Trust

BrisConnections Investment Trust should not generally be liable for income tax. Rather, Unitholders will be presently entitled to all of the income of BrisConnections Investment Trust and will generally be the persons who will be taxed on their share of the net income of BrisConnections Investment Trust.

A trust may be taxed in a similar way to a company if the trust is either a ‘corporate unit trust’ in terms of Division 6B of Part III of the 1936 Tax Act or a ‘public trading trust’ in terms of Division 6C of Part III of the 1936 Tax Act in respect of the income year.

Neither BrisConnections Investment Trust nor any of its subsidiary trusts will be a corporate unit trust under Division 6B or a public trading trust under Division 6C. In particular, in relation to Division 6C, BrisConnections Investment Trust:

Will not conduct any business other than ‘eligible investment business’ as defined in Division 6C; and
Will not control or have the ability to control, directly or indirectly, the affairs or operations of any entity (including FinCo) which carries on activities other than an ‘eligible investment business’.

For a discussion of proposed amendments to Division 6C, refer to Section 6.7.4.

Where a revenue loss or net capital loss is incurred by BrisConnections Investment Trust, one of its subsidiary trusts or FinCo, that tax loss cannot be passed to another of BrisConnections Investment Trust’s subsidiaries or to Unitholders. Rather, revenue losses will be carried forward in the relevant entity to be offset against assessable income derived by the entity that incurred the loss in later years, subject to satisfying certain tests for the utilisation of losses. Similarly, net capital losses will be carried forward in the relevant entity to be offset against capital gains in later years.

Taxation of BrisConnections Holding Trust

BrisConnections Holding Trust will be a public trading trust under Division 6C of Part III of the 1936 Tax Act. BC Operations will carry on a ‘trading business’ for Division 6C purposes and BrisConnections Holding Trust will control that company. As such, BrisConnections Holding Trust will be broadly taxed like a company and will pay income tax at the corporate rate (currently 30%) on its taxable income. There is no intention for BrisConnections Holding Trust to choose to form a consolidated group for tax purposes. On that basis, to the extent that BC Operations derives taxable income and is required to pay tax, it would generate franking credits that are capable of being attached to dividends paid up to BrisConnections Holding Trust and ultimately to Distributions paid by BrisConnections Holding Trust.

Any revenue loss or net capital loss incurred by BrisConnections Holding Trust or one of its subsidiary companies cannot be passed to Unitholders. Rather, any such tax losses may be carried forward or offset against assessable income in later years, subject to satisfying relevant tests for the utilisation of losses.

5.2.3 Income taxation – Australian resident Unitholders

Distributions from BrisConnections Investment Trust

The following discussion assumes that BCMCL determines that the distributable income of BrisConnections Investment Trust for a Distribution Period will be the aggregate of the net income of the BrisConnections Investment Trust calculated in accordance with the provisions of the 1936 Tax Act and the 1997 Tax Act (referred to below as tax law net income) and such other amounts as determined by BCMCL.

An Australian resident Unitholder will be required to include in their assessable income for the income year in which a Distribution Period ends (whether that Distribution relates to a Fixed Distribution Period or otherwise) such part of a Distribution from BrisConnections Investment Trust which

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5 continued Corporate Structure and Taxation

represents a distribution of the tax law net income of BrisConnections Investment Trust for a Distribution Period. That amount must be included in an Australian resident Unitholder’s assessable income for that income year even if the Distribution by BrisConnections Investment Trust is physically paid to the Unitholder in the subsequent income year, or the Distribution amount is reinvested in further Stapled Units under the DRP.

A Unitholder will generally not be required to include in their assessable income such part of a Distribution which represents an amount paid from the capital of BrisConnections Investment Trust or amounts in excess of the tax law net income of the trust (described in this PDS as a ‘tax deferred payment’). BCMCL will advise Unitholders of the extent (if any) to which a Distribution consists of tax deferred payments.

Receipt of tax deferred payments from BrisConnections Investment Trust

The Directors expect that Distributions will be paid on a fully tax deferred basis until the payment of the Distribution for the period ending 31 December 2016. Refer to Section 9.5 for further discussion of expected Distributions.

If a Distribution consists of a tax deferred payment then the cost base of the units in BrisConnections Investment Trust to the Unitholder will be reduced by an amount equal to the tax deferred payment.

If the cost base of the units in BrisConnections Investment Trust is reduced to nil as a result of receiving such tax deferred payments then any further tax deferred payments received by an Australian resident Unitholder in respect of the units in BrisConnections Investment Trust will result in a capital gain to the Unitholder.

Distributions from BrisConnections Holding Trust

An Australian resident Unitholder will be required to include Distributions from BrisConnections Holding Trust in their assessable income for the income year in which the Distribution is paid (including amounts reinvested in further Stapled Units under the DRP).

Distributions may be franked by BrisConnections Holding Trust in broadly the same way as company dividends, so that an Australian resident Unitholder may be entitled to any franking credits attached to the franked Distribution. For an Australian resident Unitholder to be entitled to franking credits, the Unitholder must be a ‘qualified person’ (as defined in former Division 1A of Part IIIAA of the 1936 Tax Act). In particular, the Unitholder must satisfy the ‘holding period rule’, or qualify for an exemption or franking credit rebate ceiling under such provisions. Broadly, the ‘holding period rule’ requires that the unit in BrisConnections Holding Trust be held sufficiently ‘at risk’ for more than 45 days. The application of the ‘qualified person’ provisions and the ‘holding period rule’ is complex and Unitholders should seek

their own independent professional taxation advice as to whether those rules will affect them.

On the assumption that the Australian resident Unitholder is a ‘qualified person’, the tax treatment of Distributions from BrisConnections Holding Trust will generally be as follows:

Individuals – The Distribution plus any franking credit will be included in the Australian resident individual’s assessable income. A tax offset for the amount of the franking credit will be available to offset the tax payable on the individual’s assessable income. Any excess tax offset (after offset against tax payable) should be refundable to the individual.

Companies – The Distribution plus any franking credit will be included in the Australian resident company’s assessable income. A tax offset for the amount of the franking credit will be available against tax payable on the company’s taxable income. The company will be able to credit its franking account with the franked amount of the Distribution.

Trustees (excluding trustees of superannuation funds) – If Australian resident beneficiaries of a trust are presently entitled to a Distribution of the net income for the year in which the Distribution is derived by the trust, generally the franked Distribution should flow through to, and be taxable in the hands of, the beneficiaries in accordance with their particular tax status and profile (subject to the trust having positive net income and the beneficiaries satisfying the ‘qualified person’ rules referred to above).

Life insurance companies (statutory fund) and

superannuation funds – The Distribution plus any franking credit will be included in assessable income. A tax offset for the amount of the franking credit will be available against tax payable. In the case of life companies and complying superannuation funds, a refund of excess franking credits will arise to the extent the offset exceeds the total tax liability. With non-complying superannuation funds and non-complying approved deposit funds, a refund of excess franking credits is not available.

Quotation of Tax File Number

Unitholders will be provided with the opportunity to disclose their Tax File Number (TFN) or any applicable exemption. Alternatively, where a Unitholder holds the Stapled Units in the course or furtherance of an Australian enterprise carried on by the Unitholder, the Unitholder may quote its Australian Business Number (ABN) instead of their TFN. Although disclosure of a TFN or ABN is not compulsory, Australian resident Unitholders should be aware that, unless they quote the applicable exemption, failure to disclose their TFN or ABN may result in an amount of tax being deducted from the Distribution payments at the top marginal tax rate plus Medicare levy (currently 46.5%).

Disposal of Stapled Units

Australian resident Unitholders will need to consider their CGT liability upon a sale or other disposal of their Stapled

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Units. For CGT purposes, a Unitholder will be disposing of both the unit in BrisConnections Investment Trust and the unit in BrisConnections Holding Trust which together comprise the Stapled Units. A CGT calculation will be required in respect of the units in each trust.

For CGT purposes a capital gain would arise to an Australian resident Unitholder to the extent of any excess of capital proceeds received from the sale or disposal of the units in each trust over the cost base of the respective units to the Unitholder. The capital proceeds received in respect of the combined Stapled Unit should be apportioned on a reasonable basis between the unit in BrisConnections Investment Trust and the unit in BrisConnections Holding Trust. The cost base of the units would include the amount paid by the Unitholder to acquire the units (whether upon issue by BrisConnections Holding Trust or as a result of purchase from a previous Unitholder or pursuant to the DRP) as well as the costs associated with the acquisition and disposal of the units (such as brokerage) incurred by the Unitholder. As noted above, the cost base of the units in BrisConnections Investment Trust may be reduced where a Distribution or part of a Distribution from BrisConnections Investment Trust is attributable to a tax deferred payment.

If the Australian resident Unitholder is an individual and has held the Stapled Units for at least 12 months prior to disposing of them, the Unitholder may be eligible to include only onehalf of their net capital gains (that is, after application of any available capital losses) in their assessable income. If the Australian resident Unitholder is a complying superannuation fund or the Stapled Units are a virtual PST asset of a life insurance company and the Stapled Units have been held for at least 12 months prior to disposal, the Unitholder may be eligible to include only two-thirds of the net capital gains (after application of any available capital losses) in their assessable income. If the Unitholder is the trustee of a trust and has held the Stapled Units for at least 12 months then the Unitholder may be eligible to include only one half of the capital gains (after application of any available capital losses) to determine the net income of that trust for Australian income tax purposes.

Conversely, capital losses could arise where the capital proceeds are less than the reduced cost base of the units in the trusts.

Distributions from BrisConnections Investment Trust

Unitholders who are not residents of Australia for tax purposes will generally be subject to Australian tax on their entitlement to Australian-sourced income and gains of the BrisConnections Investment Trust. To the extent that the Distributions are subject to Australian withholding tax or the trustee is otherwise subject to tax, an appropriate amount will be withheld from the Distributions by BCMCL.

The relevant rates of tax depend on the nature of the income or gain.

‘Fund payments’ made by ‘managed investment trusts’ (being trusts which are managed investment schemes, widely held and resident in Australia) to non-residents are currently subject to withholding tax at a 30% rate. The fund payment is calculated as an amount equal to the net income of the trust disregarding the following amounts:

Dividends, interest and royalties that are subject to, or exempt from, withholding tax (discussed below);
Capital gains arising in respect of the disposal of a capital gains tax asset that is not ‘taxable Australian property’;
Non-Australian source income; and
Deductions relating to deriving the income and gains referred to above.

Distributions from BC Investment Trust will, in part, comprise rental income and to the extent that the distributions of that income are made to a non-resident Unitholder, Australian withholding tax at the rate of 30% would currently apply. Unlike the withholding tax applicable to dividends, interest and royalties, this is not a final withholding tax and non-resident Unitholders may still be required to lodge tax returns and pay any difference between the tax due on assessment (at nonresident rates) and the tax withheld (or may be entitled to a refund if the assessed tax is less than the amount withheld).

In the 2008/2009 Federal Budget released on 13 May 2008, the Australian Government announced that fund payments from managed investment trusts will be subject to a new withholding tax regime. The rules will apply to distributions made directly to non-residents and distributions made through intermediaries (including custodians). As set out above, dividend, interest and royalties are not fund payments and will continue to be subject to the existing withholding tax regime.

5.2.4 Income taxation – non-resident Unitholders

The following discussion in this section contains general comments in relation to Unitholders who are not Australian residents for income tax purposes. It is very important that a prospective non-resident investor seeks independent professional taxation advice in relation to the tax consequences of investing in the Stapled Units taking into account the particular circumstances of the investor, the tax laws of Australia and of the country of residence of the investor and the relevant tax treaty (if any) between Australia and the country of residence of the investor.

The new withholding tax measures will progressively reduce the withholding tax rate on fund payments to 7.5% for non-resident investors that are resident in a jurisdiction which has exchange of information arrangements with Australia (to be listed in regulations). For fund payments made in the first year after the legislation introducing the measures receives royal assent, a withholding tax rate of 22.5% will apply (reduced from the current 30%), although this will remain a non-final withholding tax (discussed above). In the second year, a withholding tax rate of 15% will apply which will be a final impost with non-resident investors no longer required to

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lodge Australian income tax returns in respect of the amount withheld. The rate will be reduced to a final impost of 7.5% from the third year onwards.

Residents of jurisdictions with which Australia does not have exchange of information arrangements will continue to be subject to a 30% withholding tax, with effect for fund payments made from the first year after the legislation introducing the measures receives royal assent. However, unlike the current arrangements, this will be a final withholding tax.

Bills in relation to the above measures (Tax Laws Amendment (Election Commitments No 1) Bill 2008, Income Tax (Managed Investment Trust Withholding Tax) Bill 2008 and Income Tax (Managed Investment Trust Transitional) Bill 2008) were introduced into Parliament on 4 June 2008.

To the extent Distributions from BrisConnections Investment Trust to a non-resident Unitholder consist of income in the form of interest, Australian interest withholding tax at the rate of 10% would generally apply (subject to any relevant tax treaty between Australia and the country of residence of the Unitholder). Some of the tax treaties to which Australia is a party reduce the interest withholding tax rate to nil in certain circumstances.

Distributions from BrisConnections Holding Trust

Franked Distributions paid by BrisConnections Holding Trust to Unitholders who are not residents of Australia for tax purposes will not be subject to Australian dividend withholding tax.

Unfranked Distributions paid by BrisConnections Holding Trust to non-resident Unitholders will generally be subject to Australian dividend withholding tax at 30% unless the Unitholder is a resident of a country with which Australia has a tax treaty, in which case the withholding tax is generally payable at a 15% rate.

Disposal of Stapled Units

A Unitholder who is not a resident of Australia for tax purposes and who holds Stapled Units on capital account will not generally be subject to Australian CGT on the disposal of their Stapled Units unless a capital gain is realised as a result of a CGT event (e.g. a disposal) that happens in relation to ‘taxable Australian property’.

Broadly, ‘taxable Australian property’ includes:

‘Taxable Australian real property’ (i.e. real property in Australia and mining, quarrying or prospecting rights);
An ‘indirect Australian real property interest’ (i.e. an interest in real property in Australia held through an interposed entity or entities);
Assets used in carrying on a business at or through a permanent establishment in Australia; and
An option or right to acquire one of the above.

The Stapled Units would not constitute taxable Australian real property.

The Stapled Units will be an indirect Australian real property interest if that interest satisfies both the:

Non-portfolio interest test – broadly, where the Unitholder (together with its associates) holds or held greater than 10% of the issued units in either BrisConnections Investment Trust or BrisConnections Holding Trust for more than 12 months in the preceding 2 years; and
Principal asset test – where the underlying value of the BrisConnections Investment Trust or BrisConnections Holding Trust is principally derived from taxable Australian real property. The test is whether or not the market value of the entity’s taxable Australian real property represents more than 50% of the market value of all the entity’s assets, excluding any assets acquired for the purpose of not satisfying the principal asset test.

The application of the principal asset test is complex, but will only be relevant if a Unitholder (together with its associates) holds or has held in excess of 10% of the issued units in either BrisConnections Investment Trust or BrisConnections Holding Trust. A Unitholder exceeding or likely to exceed this threshold should obtain its own independent professional taxation advice in this regard.

If a non-resident would be subject to Australian CGT under this test, consideration should be given to any relief which may be available under an applicable tax treaty.

5.2.5 Stamp duty

The Queensland Office of State Revenue has confirmed that the Stapled Units will be treated as units in listed unit trusts for Queensland stamp duty purposes and therefore no stamp duty will be payable on the issue of the units. As a result, any transfer, issue or redemption of the units while the Trusts are listed will not attract stamp duty.

5.2.6 GST

Under the GST Act, GST is imposed on ‘taxable supplies’. A ‘financial supply’, which is instead input taxed, will not be a taxable supply.

Although no GST is payable on a supply which is input taxed, the person making the supply is unable to obtain input tax credits in respect of any GST in respect of related acquisitions from another person making supplies to them.

The GST Regulations provide that the provision, acquisition or disposal of an interest in a ‘security’ is a financial supply. For these purposes, a security includes the capital of a trust. As the Stapled Units will constitute an interest in the capital of the BrisConnections Unit Trusts:

The transfer of the Stapled Units by the Unitholder by way of sale; and
The disposal of the Stapled Units by the Unitholder upon failure to pay the Final Instalment (whether to the BrisConnections Unit Trusts or to a third party), will be a financial supply which is input taxed and in respect of which no GST is payable.

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Risk Factors

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6 Risk Factors

6.1 Overview

Prospective investors should be aware that Distributions from BrisConnections and the market price of the Stapled Units may be adversely affected by a number of risk factors. These risks include those:

Specific to BrisConnections and Airport Link or inherent to investments in infrastructure or tollroad assets; and
General to investing in the stock market,

and also include, but are not limited to, the risks set out in this Section.

Under the Project Deed and other State Project Documents, BrisConnections has accepted responsibility for most of the risks arising from Airport Link, and indemnifies the State from most liabilities arising from Airport Link. BrisConnections receives the benefit of very few warranties and only some finite and specific promises from the State in relation to Airport Link. However:

BrisConnections has entered into contracts with third party contractors, which seek to mitigate risk by making contractors bear legal responsibility where practicable; and
If some specific events occur which have a material adverse effect (Possible MAE Events), BrisConnections is entitled to negotiate with the State to obtain redress.

6.2 Traffic risks

6.2.1 Traffic volumes

Returns to Unitholders during the Operations Phase will mainly be a function of the volume of traffic using Airport Link and the level of tolls. Traffic volumes are directly and indirectly affected by a number of factors, including among other things, general traffic levels in the area, the quality and proximity of alternative roads and other transport infrastructure, toll rates and fuel prices.

The Airport Link project has been developed based on the traffic volumes projected by Arup, BrisConnections’ Traffic Expert. These volumes are a function of numerous assumptions including:

Demographic and economic conditions, including population and employment growth, inflation, interest rates and taxation;
The continued growth of passenger numbers and commercial development at Brisbane Airport;
The occurrence and timing of changes to the structure of road and other transport projects (other than Airport Link) in Brisbane and the Airport Link Corridor (including NSBT and the Airport Roundabout Upgrade). Although the Traffic Expert has made assumptions as to the probable timing of these other projects, there is no guarantee that they will be undertaken in the timeframes assumed;
The projected traffic volumes assume the completion of NSBT and the Airport Roundabout Upgrade by 2012. NSBT is currently being constructed by RiverCity Motorway Group which is not associated with BrisConnections. Completion of the Airport Roundabout Upgrade by 2012 requires the grant of all necessary authorisations and permits, as discussed in Section 6.3.2;
The state of the Brisbane road network including the principal road connectors that feed traffic onto Airport Link;
Changing travel patterns and habits including the average length of trips; and
Industrial and residential shifts in the area of the Airport Link Corridor including Brisbane’s inner city and CBD development.

If any of these assumptions prove to be materially incorrect, the actual traffic volumes may vary significantly from the projected levels.

A summary of the Traffic Experts’ Report and projected traffic volumes are set out in Section 10.

Unitholders will bear the risk that traffic volumes and revenue may be adversely affected by various factors including but not limited to:

Insufficient capacity on the arterial routes feeding into Airport Link;
Problems integrating Airport Link into other parts of the arterial and local road and transport network and future changes to the surrounding road network;
A substantive shift in user preference for public transport including that resulting from increasing costs associated with car ownership and utilisation, such as higher fuel prices and the introduction of carbon pricing;
Slower than expected uptake of new car technologies;
Community opposition to Airport Link;
Social instability and other political and economic developments;
Actual lane capacities for Airport Link being lower than assumed; and
The traffic modelling assumptions including Ramp-up, annualisation and expansion factors, peak spreading and capping, as detailed in the summary of the Traffic Experts’ Report in Section 10, not being realised.

The impact of a significant and sustained increase in fuel prices on traffic volumes is a risk that should also be considered. Increased fuel prices may lead to a reduction in car ownership, car utilisation and a shift in modal share to public transport, walking, cycling or motorbikes and scooters.

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Any developments that reduce traffic volumes or inhibit the growth in traffic volumes on Airport Link could have a material adverse effect on BrisConnections’ financial condition and results of operations.

6.2.2 Competitive risk

Airport Link traffic may also be affected by the improvement of existing alternative routes and/or the construction of new alternative routes or new means of transportation. There is no assurance that alternative roads that may allow for no tolls or faster travelling speeds will not be built or improved. In particular, the State has given no undertaking as to how it will manage other roads in the area. There are no restrictions under the Project Deed on the State, its associates or any council to develop, manage or change Queensland’s transport network (including road and public transport networks).

Unitholders bear the risk that the State (either itself, or through another party):

Constructs new tollroads, freeways or other roads;
Connects new or existing tollroads, freeways and other roads to Airport Link;
Extends, alters or upgrades existing freeways and other roads; or
Constructs new public transport routes or adds or improves services.

6.3 Construction risks

6.3.1 Design and construction risks

There is a risk that construction of Airport Link, the Busway or the Airport Roundabout Upgrade could be delayed, as is inherent in all construction projects. BrisConnections cannot generally commence tolling until all aspects of the Project, including the Airport Roundabout Upgrade and the Busway, are complete. Design and construction of Airport Link, the Busway and the Airport Roundabout Upgrade are subject to a number of risks including:

Risks associated with the implementation of the tender design through to the final design for Airport Link, the Busway and the Airport Roundabout Upgrade;
Authorisation and permit issues (see Section 6.3.2 below);
Risk associated with the tunnel boring machines, including delays in delivery, commissioning and major mechanical breakdown;
Collapse of roof in driven tunnel areas;
Delays interconnecting Airport Link with NSBT (which is currently under construction);
Environmental risks including noise restrictions (which may limit hours of work) and unanticipated land contamination;
Geotechnical risks associated with the construction of the tunnels including flooding and groundwater issues; and
– Industrial action.

Section 6.3.3 outlines how the design and construction risk is allocated between BrisConnections and the D&C Contractor. Design and construction risks are discussed in the summary of the Technical Reviewers’ Report contained in Section 10.

The Issuer and Sponsors have effectively jointly and severally agreed to indemnify the Technical Reviewer for all claims made by third parties arising out of the inclusion of the summary of the Technical Reviewers’ Report in this PDS. Therefore, investors bear the risk of any claims being made by third parties in respect of this report.

6.3.2 Authorisations and permits

A number of authorisations and permits will be required for Airport Link, the Busway and the Airport Roundabout Upgrade. These will be issued by various authorities. Some permits may be appealed by BrisConnections or third parties. The timetable for these processes cannot be controlled by BrisConnections.

If the terms of an authorisation or permit received during the design and construction of Airport Link, the Busway or the Airport Roundabout Upgrade increase the costs of Airport Link, the Busway or the Airport Roundabout Upgrade, any additional design and construction costs will be borne by the D&C Contractor under the terms of the D&C Contract (except in certain circumstances where a planning approval condition in a Coordinator-General’s report or the Project Deed is amended) and BrisConnections will bear any additional operating costs in relation to Airport Link. It is possible that delays in obtaining requisite authorisations or permits may result in delays in construction and BrisConnections may incur economic loss although, in relation to the Airport Roundabout Upgrade, until key Commonwealth Government or State environmental approvals are obtained, BrisConnections is not required to construct the Airport Roundabout Upgrade. If receipt of these approvals is delayed beyond a specified date, BrisConnections will have no obligation to construct the Airport Roundabout Upgrade. In this case, if the Airport Roundabout Upgrade is to be constructed, this construction would need to be undertaken by the State.

6.3.3 Contractual allocation of risk

Under the D&C Contract, the D&C Contractor is responsible for constructing Airport Link, the Busway and the Airport Roundabout Upgrade under a Fixed Time, Fixed Price Construction Contract. As a consequence, the D&C Contractor bears the material risk that Airport Link, the Busway and the Airport Roundabout Upgrade will not be completed on time, within budget and to the agreed specifications.

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In most cases the D&C Contractor carries the risk of the event that caused the delay and, if either Airport Link Opening or the completion of the Tollroad Control Centre do not occur by their respective expected dates of completion, the D&C Contractor will be liable to pay liquidated damages to BrisConnections. The amount of liquidated damages payable is capped at $2 million in respect of a failure to complete the Tollroad Control Centre three months before the date of Airport Link Opening and at $431 million (based on market interest rates at 14 April 2008) in respect of a failure to achieve Airport Link Opening by the expected date for Airport Link Opening. The $431 million may change to reflect movements in interest rates between 14 April 2008 and Financial Close.

Under certain circumstances, liquidated damages may not be payable where Airport Link, the Busway and the Airport Roundabout Upgrade and the Tolling System are not completed by their respective scheduled dates, including where a delay is caused by:

Certain insured events;
A native title claim;
Discovery of an artefact;
A legal challenge to a planning approval;
A breach of contract by the State; or
An act or omission of BrisConnections.

In all but the last of these circumstances, BrisConnections may have a right to redress for some but not necessarily all costs from the State or under insurance policies.

The D&C Contract contains certain ‘pay when paid’ arrangements in respect of amounts that may be claimed by the D&C Contractor. There is a risk that the Building and Construction Industry Payments Act 2004 (Qld) may render the operation of these ‘pay when paid’ arrangements void which may result in BrisConnections becoming immediately liable for the amounts claimed by the D&C Contractor. Nevertheless, this approach is used in other Queensland and Australian tollroad projects and there are various factors which support the arrangement in the project documentation.

6.3.4 Insolvency risk

If the D&C Contractor becomes insolvent, BrisConnections will bear the time delay and cost of finding a new contractor who may negotiate a different price or other terms to complete the construction. However, BrisConnections would have the benefit of the construction bond procured by the D&C Contractor.

6.3.5 Environmental risk

Airport Link has been subject to an Environmental Impact Study (EIS). Similarly, the Busway has been subject to a Concept Design and Impact Management Plan (CDIMP). BrisConnections considers it unlikely a further EIS or CDIMP will be required.

Airport Link is required to comply with certain conditions arising out of an evaluation of the EIS as provided for in the Coordinator-General’s report for Airport Link. The CoordinatorGeneral’s assessment of changes which have been made to the design for Airport Link which was previously assessed in the Coordinator-General’s report is required as a condition to the Project Deed coming into full operation.

Before BrisConnections will be required to construct the Airport Roundabout Upgrade, key Commonwealth Government and State environmental and planning approvals need to be obtained and processes completed. The D&C Contractor will accept the impact of any conditions attached to Commonwealth approvals. In relation to State approvals, if any conditions attached fall outside a pre-agreed set of conditions, BrisConnections is entitled to seek redress from the State.

BrisConnections also remains at risk if, after construction has been completed, contamination of the site is discovered that was not discovered by or caused by the D&C Contractor.

6.4 Operational risks

There is a risk that the operation of Airport Link could be adversely affected by a number of events, as is inherent for a project of this nature, including (without limitation):

Failure of the Tolling System;
Traffic management issues, including temporary closure due to traffic incidents;
Failure of the air ventilation system;
Fire; and
Flooding.

Section 6.4.1 outlines how the operational risks are allocated between BrisConnections and the O&M Contractor.

6.4.1 Operation of Airport Link

Under the Project Deed, BrisConnections must operate and maintain Airport Link in accordance with ‘operation and maintenance best practices’. That term is broadly defined and includes a principle of continuous improvement, including a requirement to incorporate advances in technology consistent with other tollroads. The costs of continuous improvement for maintenance and repairs are borne by the O&M Contractor to the extent that they are in the agreed scope. Where the costs are not within the agreed scope, they will be borne by BrisConnections.

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BrisConnections may from time to time be required to comply with other changes in law, regulatory orders or changes in operating standards. Unitholders bear the risk if BrisConnections must incur material costs to meet this obligation, since BrisConnections will not be entitled to recoup that cost by a toll increase. However, if the increase in cost results from a Discriminatory Change in State Law or a change in air filtration law which has a material adverse effect, BrisConnections may be entitled to renegotiate the terms of the Project Deed with the State as set out in Section 11.5.1.

Under the O&M Contract, the O&M Contractor will be responsible for the general operation and maintenance functions of Airport Link and maintained non-Airport Link works (excluding the Tolling System but including certain roadside equipment components supporting the Tolling System) and the provision of certain customer services (such as traffic information management and traffic incident management). BrisConnections will be directly responsible for the remainder of the operation and maintenance of the Tolling System and collection of tolls.

Unitholders bear the risk if the loss suffered by BrisConnections from a default by the O&M Contractor exceeds the limit of the O&M Contractor’s liability under the O&M Contract and from the O&M Contractor’s insolvency (although recourse may be had to the O&M Guarantor, see Section 11.5.18).

6.4.2 Renewal of O&M Contract

The O&M Contractor will perform its obligations under the O&M Contract from Financial Close until five years after the date of Airport Link Opening (unless terminated earlier). After this time, BrisConnections has the opportunity to renew the O&M Contractor’s contract, to re-tender these services, or to perform them in-house.

There is a risk that the terms on which BrisConnections is able to renew or re-tender the O&M Contract are less favourable than the terms of the current O&M Contract. In addition, the costs to BrisConnections of performing these services in-house may be higher than the costs under the current O&M Contract.

6.4.3 Revenue collection

The Tolling System (including accounting, back office and customer service systems) will be operated by BrisConnections. BrisConnections’ tolling revenues (and Unitholders’ returns) depend on a reliable and efficient Tolling System.

Revenue collection relies on the Tolling System including tags, readers and roadside equipment (hardware) together with software working as an integrated package. If implementation problems occur Airport Link would open but the costs of collecting tolls may increase.

The D&C Contractor is required to deliver the Tolling System and is liable for the payment of penalties to BrisConnections if the Tolling System is not delivered in accordance with the terms of the D&C Contract.

BrisConnections intends to enter into an agreement with a suitably qualified service provider for maintenance of the Tolling System.

6.4.4 Interoperability

The Tolling System will be designed to be interoperable with other Australian tollroads including NSBT. BrisConnections intends to enter into agreements with other Australian tollroads under which:

Customers of other tollroads may use Airport Link, and BrisConnections will invoice the other tollroad operators for that usage; and
Customers of BrisConnections may use other tollroads, and the operators of those other tollroads will invoice BrisConnections for that usage.

BrisConnections has reached agreement on the principles of a roaming agreement with Queensland Motorways Limited and roaming agreements will be sought with all interstate tollroads.

Unitholders bear the risk that these agreements may not be successfully negotiated or may be concluded on terms materially different from those contemplated. This may result in a reduction in BrisConnections’ net revenue.

6.4.5 Major maintenance

BrisConnections must meet the cost of all major repairs and maintenance to Airport Link other than those for which the O&M Contractor is responsible. BrisConnections has made an allowance for contributions to a maintenance reserve sinking fund for periodic maintenance work.

Unitholders bear the risk if major repairs and maintenance costs are more than projected, as BrisConnections will not be entitled to increase tolls to recover that cost. Damage to Airport Link may be covered under the insurance policies that BrisConnections will obtain, depending on the cause of the damage, and the terms of the applicable policies.

Unitholders bear the risk if BrisConnections is not able to operate and maintain the Tolling System in the manner expected, or if the cost of operation and maintenance is greater than expected.

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6.4.6 Industrial relations during the Operations Phase

The O&M Contractor assumes sole responsibility for industrial relations issues relating to the carrying out of the O&M activities and the O&M Contractor’s other obligations under the O&M Contract. If BrisConnections is not able to collect tolls due to industrial action by the O&M Contractor’s personnel, the O&M Contractor’s liability would be limited to its capped liability of $15 million (refer to Section 11.5.18) and Unitholders bear the risk of losses above that level. Liability for loss, damage and expense caused by the malicious and deliberate or fraudulent act of the O&M Contractor or its employees or agents, any losses attributable to the O&M Contractor’s key performance indicator failures or any losses arising out of the O&M Contractor’s breach of intellectual property provisions (to the extent that the intellectual property breach causes an amount to be owed by BrisConnections to the State) are not subject to the cap on liability.

Unitholders are exposed to the risk of any other industrial actions that may occur during the Operations Phase, including industrial relations issues arising in relation to the Tolling System.

6.5 State risk

6.5.1 Termination of Project Deed

There are several circumstances that could result in the Project Deed being terminated before the end of the Concession Period. Depending on the circumstances that cause the premature termination of the Project Deed, Unitholders may incur economic loss.

Termination by the State for default by BrisConnections In the event of default by BrisConnections, the State may give notice to BrisConnections and the Security Trustee requiring that the default be remedied within a reasonable period. BrisConnections must comply with that notice. If BrisConnections believes in good faith that the time specified is not reasonable, the matter may be determined under the dispute resolution provisions of the Project Deed.

The Project Deed contains a detailed list of events of default by BrisConnections. BrisConnections is entitled to a reasonable remedy period not exceeding six months, provided it is diligently pursuing the remedy of the default. The Security Trustee is entitled to a further remedy period under the Debt Finance Side Deed (see Section 11.5.3).

Termination by BrisConnections

BrisConnections may also terminate the Project Deed if BrisConnections is prevented from exercising its rights under the Project Deed due to certain circumstances set out in the Project Deed (see Section 11.5.1). If BrisConnections is entitled to terminate the Project Deed, BrisConnections would receive an early termination amount from the State.

The basis of the calculation of this amount is set out in Section 11.5.1. There is a risk that the State may not pay the early termination amount (in full or at all) and that the early termination amount may not fully compensate investors in respect of their investment in BrisConnections and accordingly investors may incur an economic loss.

6.5.2 Change of control

A change in control of the entities constituting BrisConnections may trigger a default under the Project Deed unless the State consents. However the State may only reject a change of control if the person acquiring control is not solvent or reputable, or has a conflict of interest with the State, or the change would be against the public interest, or have certain adverse impacts. Prospective investors should be aware that this may limit the ability of some entities to acquire a controlling interest in BrisConnections and in some circumstances the possibility of a control premium associated with the takeover of listed entities.

In addition to these restrictions, any transfer of units by John Holland Trustee and Thiess Trustee in the period until the expiry of two years after Construction Completion will require the consent of the State, which the State may grant in its absolute discretion.

6.5.3 Occurrence of various key risk events (‘Possible MAE Events’)

The Project Deed defines certain events as being ‘Possible MAE Events’ (see Section 11.5.1). If a Possible MAE Event occurs which has a material adverse effect on BrisConnections then it may negotiate changes to the terms of the Project Deed to restore BrisConnections’ previous ability to pay the Senior Debt and to pay the Base Case Equity Return (or the Equity Return, if lower). Changes to tolls or to the Concession Period or other methods of redress contemplated by the Project Deed may not necessarily achieve this result, in which case, as a last resort, the parties may negotiate for a contribution by the State.

BrisConnections may be required to incur expense in remedying a Possible MAE Event and compensation through increased tolls or a longer Concession Period may not provide the immediate funding required. There is therefore a cash flow or financing risk in relation to the Possible MAE Events.

The loss BrisConnections suffers or may suffer must have a ‘material adverse effect’ prior to BrisConnections being entitled to negotiate changes to the Project Deed. What is considered ‘material’ may vary in a particular context or at a particular time.

6.5.4 Legislative risk

Unitholders are exposed to the risk that the State or other authorities may exercise their powers under legislation in a way that is not beneficial to the Project or to BrisConnections.

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The terms of legislation prevail over any contrary provision of the Project Deed. BrisConnections is also subject to the general State laws that apply to the construction and operation of roads. The State remains free to exercise its powers under the law and to exercise its general executive powers, even if this may be contrary to the terms of the Project Documents. However (except where the State’s action is in the exercise of a duty under the law) BrisConnections may nevertheless be entitled to claim damages from the State, if the State’s exercise of executive power is contrary to an express obligation of the State under the Project Deed.

In addition, if the State’s action amounts to a Discriminatory Change in State Law, BrisConnections may be entitled to redress by renegotiating certain terms of the Project Deed or in some cases to terminate the Project Deed (see Section 11.5.1).

6.5.5 Tolling breaches enforcement risk

Motorists who do not pay tolls may either be the subject of direct legal action from BrisConnections where a contract is in place or may be referred to the State, which may (but is not obliged to) take enforcement action under the Transport Infrastructure Act 1994 (Qld). If the State does not pursue such enforcement actions in broadly the same way that it pursues the enforcement of toll evasion on other tollroads, BrisConnections may be entitled to redress by renegotiating certain terms of the Project Deed. Subject to that circumstance, Unitholders bear the risk if either BrisConnections’ or the State’s enforcement actions against defaulting motorists are not successful and if BrisConnections’ own enforcement actions are more costly or take more time than expected.

6.6 Financing risks

6.6.1 Financial Close risk

If allotment has occurred but Financial Close does not occur on or before 1 August 2008, or such other date on or before 30 September 2008 agreed by the Lenders, Underwriters and the State, the BrisConnections Unit Trusts will redeem all Stapled Units for the Initial Instalment and may also redeem some or all of the Stapled Units issued to Thiess Trustee and Macquarie Capital Group in connection with the commencement of the BrisConnections Unit Trusts and all application monies will be returned to Unitholders at that time. A condition precedent to Financial Close is the provision of unconditional direct pay letters of credit from reputable banks by Thiess Trustee and John Holland Trustee to support their equity subscription obligations. If these parties fail to provide the required letters of credit, Financial Close will not occur.

Further, under the Project Deed, the State must consult with and receive from the Coordinator-General a report to take account of BrisConnections’ concept design of Airport Link and any changed or new conditions to the planning approval for Airport Link as a condition precedent to Financial Close.

The Coordinator-General may impose new conditions or amend the conditions to the planning approval for Airport Link such that the cost of Airport Link or the expected time for construction may increase. BrisConnections has in place arrangements with the D&C Contractor, Thiess Services, John Holland Services, the State and Lenders in respect of any new or amended conditions, which are designed to compensate Investors for the need to comply with those new or amended conditions.

In certain circumstances, the State may elect to proceed to Financial Close on the basis that receipt of the report from the Coordinator-General is treated as a condition subsequent to be satisfied after Financial Close. If such condition subsequent to Financial Close is not achieved on or before 30 September 2008, BCMCL will be required to redeem all Stapled Units for the Initial Instalment and return all application monies (after deduction of costs of redemption and any other costs incurred for which BrisConnections is not indemnified) will be returned to Unitholders at that time. This may result in a material loss to investors.

6.6.2 Payment of forecast Distributions

Payment of Distributions is at the discretion of the Directors. Unitholders should be aware that while the present intention of the Directors is to pay semi-annual Distributions, BrisConnections will only pay Distributions having regard to the financial circumstances of BrisConnections and there is no guarantee that all Distributions (including the Distributions during the Fixed Distribution Period) will be paid.

The Lenders will have the right to prevent BrisConnections paying cash Distributions to Unitholders if certain financial covenants and other distribution tests are not met. In certain situations the Directors may elect to pay the Distribution in the form of Stapled Units (subject to certain conditions, including those described in Section 11.5.14). See Section 11.5.14 for a description of certain restrictions on Distributions.

In addition, during the Fixed Distribution Period, the payment of forecast Distributions will be subject to the DRP Rules and in respect of Distributions other than the first Distribution will be subject to the conditions of the DRP Underwriting Agreement being satisfied and the DRP Underwriter subscribing for Stapled Units to fund those cash Distributions (as required). Accordingly, Unitholders may be required to accept additional Stapled Units (calculated on the same basis as the DRP) instead of a cash Distribution. Stapled Units issued under the DRP prior to the Final Instalment Payment Date will be partly paid Stapled Units and the Unitholder will be liable to pay the Second Instalment of $1.00 (for those Stapled Units issued prior to the Second Instalment Payment Date) and the Final Instalment of $1.00 in relation to them.

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6 Risk Factors continued

6.6.3 Risk of debt not being available

The availability of the Senior Debt at Financial Close is subject to a number of conditions precedent.

Each drawdown of Senior Debt by BrisConnections during the term of the Debt Financing Facilities is also subject to the satisfaction of certain additional conditions precedent. Unitholders bear the risk of non-compliance with these conditions precedent, which may result in BrisConnections being unable to make drawdowns which may lead to default under the Project Deed and the D&C Contract and Distributions to Unitholders being withheld.

6.6.4 Interest rate risk

If real long-term interest rates increase, Unitholder returns may be adversely affected as an increase in real interest rates will increase BrisConnections’ debt servicing costs on that part of BrisConnections’ debt that is not hedged.

Prior to Financial Close, BrisConnections will enter into interest rate hedges to fully hedge its interest rate exposure during construction of Airport Link. Thereafter, it will hedge a minimum of 80% of its interest rate exposure until the tenth anniversary of Financial Close.

6.6.5 Refinancing risk

BrisConnections has assumed that the Term Debt Facility will be refinanced in 2012, 2018, 2024, 2030 and 2035 respectively. There is a risk that BrisConnections will be unable to arrange these refinancing facilities as and when assumed, or that the terms of any refinancing are less favourable to BrisConnections than assumed. The assumptions BrisConnections has made in respect of its ability to refinance its debt facilities are set out in Section 9.6.5.

The Term Debt Facility is required to be refinanced on the maturity date which is 10 years after Financial Close. There is a risk that BrisConnections will be unable to arrange refinancing facilities as and when required to repay the Term Debt Facility on the terms expected, or that the terms of any refinancing are less favourable to BrisConnections than expected.

6.6.6 Risk of debt default

An event of default occurs under the Syndicated Facilities Agreement when the interest cover ratio (after including cash available from the Ramp-up reserve in the numerator) is less than 1.10x. This occurs in the Base Case Financial Model when a higher than 40% reduction to projected traffic volumes is uniformly applied across the entire operating period for Airport Link.

6.6.7 Insurance risk

Where an event occurs, including a force majeure event described in Section 6.7.5 or other event causing physical damage to, or loss of, property, there is a risk that BrisConnections will incur economic loss as a result of such an event if BrisConnections is unable to seek redress from the State or other third parties. In particular, a risk may arise because of the length of the delay in start up insurance which is commercially available. This may result in loss, as the coverage in the D&C Contract for the time deductible under that insurance will only cover part of the economic loss which may be incurred due to any delay to completion of the Project in these circumstances.

BrisConnections may also be adversely affected if no or inadequate insurance has been taken out or there is any delay or failure to make payment by an insurer in respect of risks that have been insured.

Under the Debt Finance Side Deed (summarised in Section 11.5.3), if insurance proceeds in respect of a loss are greater than $250 million (indexed to CPI) and it is not economically viable to reinstate the Project, as there are insufficient insurance proceeds to fund the reinstatement, the debt financiers may require these proceeds to be applied to redress debt, and BrisConnections will continue to have an obligation to reinstate the Project under the Project Deed.

6.6.8 Failure of deferred subscriptions

BrisConnections is to be partly funded by the Deferred Equity Tranche (refer to Sections 9.2.2 and 11.5.20).

There is a risk that the deferred subscribers Thiess Trustee and John Holland Trustee may fail to pay the subscription amount for their Deferred Equity Tranche on the Deferred Equity Contribution Date. Thiess Trustee and John Holland Trustee may with the consent of the State assign their obligation to subscribe to a third party. Although that third party must provide unconditional letters of credit, there is a risk the third party may fail to pay the subscription. In such circumstances, the unconditional letters of credit from major trading banks to be provided by the deferred subscribers as a condition precedent to Financial Close (or by any substitute subscriber) may be drawn upon. This will result in funding nonetheless being provided to BrisConnections. If a letter of credit was unable to be drawn, BrisConnections would have less funding than anticipated and would be adversely affected.

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6.7 Other risks

6.7.1 Single asset risk

An investment in Airport Link through BrisConnections is an investment in a single asset, not a diversified portfolio of assets. It is therefore particularly vulnerable to events (including natural disasters or force majeure events) which damage or significantly disrupt Airport Link and may be uninsurable or cause loss to BrisConnections which it cannot fully recover.

6.7.2 CPI risk

Under the Project Deed, tolls will increase each year in line with Brisbane CPI. The revenues for the Project assume a level for Brisbane CPI as described in Section 9. If Brisbane CPI is lower than assumed, revenues for the Project will be lower than expected.

In addition to the impact on revenue, however, if Brisbane CPI is lower than assumed, BrisConnections would expect interest rates to be lower, reducing the cost of servicing the unhedged portion of BrisConnections’ debt in future years. It should be noted that the expected impact arising from lower debt servicing costs would not be enough to offset the fall in revenues as a consequence of Brisbane CPI being lower than assumed.

A variation in a toll or fee may only be made in accordance with the Project Deed. Brisbane CPI is the key determinant of changes in the toll level (and this may not reflect the costs actually incurred by BrisConnections).

6.7.3 Documentation risk

Unitholders should be aware that due to the complexity of the legal documentation that supports Airport Link, the Busway and the Airport Roundabout Upgrade, the risk of a dispute over interpretation or enforceability of this documentation may be higher than in a conventional equity investment.

Any discrepancies between the Project Documents with the State and contracts with other third parties may lead to losses or expenses not presently expected by BrisConnections. Generally, BrisConnections has attempted to pass on risks to other parties where practicable. However, even where BrisConnections has passed risks through to other parties, there may be a mismatch as to terms, timing or amount. BrisConnections remains primarily responsible for obligations to the State, even if back-to-back contracts with other parties exist. Further, the ability of BrisConnections to recover liquidated damages and other remedies against the D&C Contractors will be subject to the risk associated with the successful enforcement of the complex contractual arrangements.

6.7.4 Tax risk

Changes in taxation law and administrative practice may affect the future earnings, asset values, after tax returns and relative attractiveness of investing in the Stapled Units. An investment in the Stapled Units may involve tax considerations that differ for each Unitholder. Each prospective investor is encouraged to seek independent professional tax advice in connection with their investment.

In February 2008, the Australian Government announced a broad ranging review of the tax treatment of managed investment trusts and that, pending that review, the Commonwealth Treasury would consider interim amendments to the public trading trust rules in Division 6C of Part III of the 1936 Tax Act.

In the 2008/2009 Federal Budget released on 13 May 2008, the Australian Government confirmed that it will introduce interim measures to clarify the scope and meaning of what constitutes an investment in land for the purpose of deriving rent in the context of Division 6C of Part III of the 1936 Tax Act. The measures will also introduce a ‘safe harbour’ test to clarify when a taxpayer invests in land ‘primarily’ for the purpose of deriving rent, being a 25% allowance for non-rental income (excluding capital gains), and expand the range of financial instruments that a trust may invest or trade in.

Notwithstanding the announcement set out above, no draft legislation in relation to the new measures has been released as at the date of this PDS. Further, the tax impact for BrisConnections and Unitholders of the wider review of managed investment trusts will not be known until that review is completed and the Australian Government makes an announcement as to what, if any, reforms it will enact.

Unitholders will bear the risks relating to the tax treatment of the activities of BrisConnections and Distributions.

6.7.5 Force majeure

Force majeure refers to an event beyond the control of a party, including natural disasters and war that can affect a party’s ability to perform its contractual obligations. Force majeure is a risk, sometimes uninsurable, that may adversely affect returns to Unitholders. BrisConnections has undertaken to repair any part of the road that is damaged or destroyed. BrisConnections has undertaken to obtain insurance policies, to the extent commercially available, to protect Airport Link cash flows.

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6 Risk Factors continued

If a Force Majeure Event occurs which is identified in the Project Deed as being uninsurable and which has a Material Adverse Effect on BrisConnections, it has a right to negotiate with the State to achieve redress. An event is uninsurable if it is a force majeure event in respect of which BrisConnections is not insured and insurance against the risk is not available from a reputable insurer, or the insurance premium against the risk is available at such a level or on such terms and conditions that a reputable insurance broker certifies in its reasonable opinion that the risk is not generally being insured against by prudent, competent and experienced participants in the tollroad and busway industry, or the State agrees that such insurance is unavailable. Where a force majeure event is uninsurable and BrisConnections is unable to seek redress from the State, BrisConnections may incur economic loss.

6.7.6 Carbon pricing

Australia recently ratified the Kyoto Protocol. It is currently developing policy for a national carbon emissions scheme and the Garnaut Climate Change Review Emissions Trading Scheme Discussion Paper was released in March 2008. The current Federal Government has committed to implement a national carbon emission trading scheme by 2010. The impact of an emission trading scheme can be expected to have broad ramifications on price setting mechanisms throughout the economy, including fuel prices and car prices, and this may negatively impact car ownership and utilisation.

6.8 General risks

6.8.1 External factors

Prospective investors should be aware that the market price of Stapled Units may be influenced by various factors external to its operations, including but not limited to:

Changes in the Australian and international economic outlook;
Performance of comparable listed entities and projects;
Changes in government fiscal and regulatory policies;
Changes in interest rates and inflation;
Changes in the general level of prices on local and international share markets and general investor sentiment in these markets; and
Significant industrial, contractual or political disturbances impacting entities comprising BrisConnections or the continuity of their businesses.

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Fees and Other Costs

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7 Fees and Other Costs

Consumer Advisory Warning

The Corporations Act requires this consumer advisory warning.

DID YOU KNOW?

Small differences in both investment performance and fees and costs can have a substantial impact on your long-term returns.

For example, total annual fees and costs of 2% of your fund balance rather than 1% could reduce your final return by up to 20% over a 30 year period (for example, reduce it from $100,000 to $80,000).

You should consider whether features such as superior investment performance or the provision of better member services justify higher fees and costs.

You may be able to negotiate to pay lower contribution fees and management costs where applicable. Ask the fund or your financial adviser.

TO FIND OUT MORE

If you would like to find out more, or see the impact of the fees based on your own circumstances, the Australian Securities and Investments Commission (ASIC) website (www.fido.asic.gov.au) has a managed investment fee calculator to help you check out different fee options.

This Section shows fees and other costs that you may be charged from the returns on your investment or from the assets of BrisConnections as a whole. All fees and costs in this Section 7 are presented exclusive of GST.

Tax costs are set out in Section 5.

You should read all the information about fees and costs because it is important to understand their impact on your investment.

None of the fees or other costs set out on the following pages are negotiable.

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Table 7.1

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Type of fee or cost Amount How and when paid
Fees when your money moves in or out of the fund
Establishment fee Nil Not applicable
The fee to open your
investment
Contribution fee Nil Not applicable
The fee on each amount
contributed to your
investment – either by you
or your employer
Withdrawal fee Nil Not applicable
The fee on each amount
you take out of your
investment
Termination fee Nil Not applicable
The fee to close your
investment
Management costs
The fees and costs for
managing your investment
Ongoing management fee $1.35 million per annum for the first year after Allotment Payable to the Responsible
The fee in managing your Date, subject to CPI adjustment. Entity in arrears, out
investment of the assets of the
(e.g. $55 for every $50,000 invested in the Offer in year 1).
BrisConnections Unit Trusts.
Other ongoing management Estimated at $7.25 million per annum for the first year Payable to the Responsible
costs after Allotment Date and estimated to be an average of Entity and BC Operations
The ongoing costs and $7.91 million per annum over the following five years. Ongoing as a reimbursement of
expenses of operating the management costs, which continue to be payable after this costs and expenses, in
BrisConnections Unit Trusts period, have not been included in this table. cash at the relevant time,
out of the assets of the
(e.g. $296 for every $50,000 invested in the Offer in
BrisConnections Unit
year 1).
Trusts or the relevant
Actual costs may be higher than the estimate. BrisConnections entity.
See Sections 7.1(a) and
7.1(b) for more details.
Offer and establishment Estimated to be approximately $89.2 million. Payable to the relevant
costs parties predominantly on
(e.g. $3,638 for every $50,000 invested in the Offer).
The costs incurred both Allotment Date from
in establishing the See table 7.1A for more details. the proceeds of the Offer
BrisConnections Unit Trusts and 31 December 2008
and carrying out the Offer from draw-downs under the
Debt Financing Facilities.
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7 Fees and Other Costs continued

Table 7.1 (continued)

Type of fee or cost Amount			How and when paid	How and when paid
Service fees
Investment switching fee The fee for changing investment options Nil			Not applicable

Additional costs will apply: Transactional and operational costs – $122.2 million (estimated). These are one-off costs which relate to the development of the Project as described in Section 7.1(c) and do not relate to the Offer. These costs amount to $4,984 for every $50,000 invested in the Offer in year 1, calculated as follows: $122.2 million ÷ $1,226 million × $50,000 = $4,984 (being the total funds from the Offer on the basis of 408.67 million Stapled Units fully paid to $3.00. At Allotment Date, the Stapled Units will be paid up to the Initial Instalment amount of $1.00)
* The calculation for this is as follows:
$1.35 million ÷ $1,226 million	×	$50,000	=	$55
** The calculation for this is as follows:
$7.25 million ÷ $1,226 million	×	$50,000	=	$296
*** The calculation for this is as follows:
$89.2 million ÷ $1,226 million	×	$50,000	=	$3,638

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Table 7.1A – Offer and establishment costs

(Note: This table sets out information on the costs and expenses relating to the establishment of the BrisConnections Unit Trusts and the Offer. These are not included as ‘ongoing’ management costs.)

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Type of fee or cost Amount How and when paid
Underwriters fees Approximately $65.37 million. Payable by BCMCL to the
Underwriters partly on
(Being an underwriting commission of an amount calculated
Allotment Date out of the
in accordance with the Underwriting Agreement plus
proceeds of the Offer and
reimbursement of certain costs of approximately $1.0 million
partly on 31 December 2008
incurred in respect of the Offer. Assuming the Offer will raise
from draw-downs under the
$1,226 million, the maximum underwriting commission
Debt Financing Facilities.
payable to the Underwriters would be approximately
$64.4 million. See Section 11.5.22 for further information
in relation to the Underwriting Agreement).
DRP Underwriter fees Approximately $20.58 million. BCMCL will pay to the
DRP Underwriter the
(This amount consists of a base commission of $14 million
base commission on
based on the total underwritten amount of $700 million for
31 December 2008 from
the DRP and additional commission in respect of Distributions
draw-downs under the
during the Fixed Distribution Period (with the exception of the
Debt Financing Facilities,
first semi-annual Distribution which is not underwritten).
and the additional
The additional commission will be 2% of the underwritten commission in respect of
amount for a particular Distribution (together with Distributions over the Fixed
reimbursement of certain costs). This additional commission Distribution Period from
will be approximately $6.6 million, of which approximately draw-downs under the
$0.4 million is payable in the first year after Allotment Date and Debt Financing Facilities
approximately $6.2 million is payable over the following five and operating cash flows.
years after Allotment Date (being an average of approximately
$1.2 million per year). See Section 11.5.24 for further
information in relation to the DRP Underwriting Agreement).
Other costs and expenses Approximately $3.25 million. BCMCL will pay to the
in establishment of the Sponsors on Financial Close
(Being the amount the Sponsors have incurred in costs,
BrisConnections Unit Trusts out of the proceeds of the
including professional advisory and expert fees, handling
and the Offer Offer.
fees for processing applications and ASX fees, in relation
to the establishment of the BrisConnections Unit Trusts
and the Offer).
Total $89.2 million
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7 Fees and Other Costs continued

7.1 Additional explanation of fees and costs

a) Reimbursement of costs and expenses incurred by BCMCL in performing its duties as Responsible Entity of the BrisConnections Unit Trusts. Subject to the Corporations Act and under the Constitutions, BCMCL is entitled to be reimbursed out of the assets of the BrisConnections Unit Trusts for all expenses incurred by it in relation to the proper performance of its duties as Responsible Entity. These costs include expenses properly incurred in the administration, custody, management, compliance (including audit, legal and tax) and promotion of the BrisConnections Unit Trusts. The BrisConnections Unit Trusts’ Constitutions are summarised in Section 11.4.
b) Reimbursement of costs and expenses incurred by BC Operations in performing its duties. BC Operations is entitled to be reimbursed for all costs properly paid by it in performing its functions under the Management Deeds out of the assets of the relevant BrisConnections entity. These include expenses properly incurred in the administration, management, compliance (including audit, legal and tax) and promotion of BrisConnections and the BrisConnections Unit Trusts. The Management Deeds are summarised in Section 11.5.21.
c) Transactional and operational costs .
In addition to the costs set out in the tables above, other BrisConnections entities have incurred or will incur costs and expenses which relate to the development of the Project. These fees and expenses are summarised below:
Sponsors’ development fee : BCMCL will pay to the Sponsors $25.0 million in aggregate on Financial Close, in cash from the proceeds of the Offer. This amount represents fees to the Sponsors for their work in assembling the BrisConnections consortium to bid for the Project and bearing all bid costs incurred in the event that the bid was unsuccessful.
Balance sheet fee : BC Trustee will pay $12.8 million to Thiess and $12.8 million to John Holland on Financial Close under the terms of the Deferred Equity Commitment Deed. The Deferred Equity Commitment Deed is summarised in Section 11.5.20.
Other costs and expenses : BCMCL has agreed to pay the Sponsors approximately $71.6 million for their costs in relation to the establishment and development of the Project, including financial advisory fees relating to the development of the Project, legal and other professional advisory fees and expert fees. These costs and expenses will be paid in cash partly on Financial Close from the proceeds of the Offer and partly on 31 December 2008 from a draw-down under the Debt Financing Facilities.

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7.2 Example of annual fees and costs

Table 7.2 gives an example of how fees and costs for this product can affect your investment over a one year period. As fees are substantially different between the first year and subsequent five years after Allotment Date, figures for those subsequent five years are shown in table 7.3. Fees and costs continue to be payable after this period in accordance with the Constitutions and the Management Deeds. You should use these tables to compare this product with other managed investment products. The costs contained in tables 7.2 and 7.3 are shown as a proportion of a $50,000 investment in Stapled Units fully paid to the Issue Price of $3.00. It should be noted that the Stapled Units will be paid up to the Initial Instalment amount of $1.00 at Allotment Date.

Table 7.2 – First year after Allotment Date

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Example Balance of $50,000.
Management costs For every $50,000 you have in the fund you will be charged approximately $3,736.
(This includes the Offer and establishment costs).
EQUALS cost of fund If you had an investment of $50,000 at the beginning of the year, in the first year you
would be charged fees of $3,736.
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Additional costs will apply:

Transactional and operational costs – $122.2 million (estimated). These are one-off costs which relate to the development of the Project as described in Section 7.1(c) and do not relate to the Offer. These costs amount to $4,984 for every $50,000 invested in the Offer in year 1, calculated as follows:

$122.2 million	÷	$1,226 million (being the total funds from the Offer on the basis of 408.67 million Stapled Units fully paid to $3.00. At Allotment Date, the Stapled Units will be paid up to the Initial Instalment amount of $1.00)	×	$50,000	=	$4,984
* The calculation for this is as follows:
$91.6 million	÷	$1,226 million	×	$50,000	=	$3,736

(being the management fees of $1.35 million and other estimated ongoing costs of $7.25 million (from table 7.1)

PLUS $83 million, being that part of the Offer and establishment costs paid in the first year after Allotment Date (which does not include the DRP underwriting fee of $6.2 million paid after the first year after Allotment Date)

Section 7 – Fees and Other Costs 96/211 75

7 Fees and Other Costs

Table 7.3 – Subsequent five years after Allotment Date

(Note: Fees and costs continue to be payable after this period in accordance with the Constitutions and the Management Deeds.)

Example Balance of $50,000.	Example Balance of $50,000.	Example Balance of $50,000.
Management costs For every $50,000 you have in the fund you will be charged			approximately		$428*.
EQUALS cost of fund If you had an investment of $50,000 at the beginning of the subsequent years you would be charged fees of $428.			year,	in the second and
* The calculation for this is as follows:
$10.5 million	÷	$1,226 million	×	$50,000	=	$428
(being the management fees of		(being the total funds from the Offer on the basis
$1.35 million and other average estimated		of 408.67 million Stapled Units fully paid to $3.00.
ongoing costs of $7.91 million		At Allotment Date, the Stapled Units will be paid up
(from table 7.1)		to the Initial Instalment amount of $1.00)
PLUS $1.2 million, being the average annual
DRP underwriting fee from the second
until the end of the sixth year after
Allotment Date)

7.3 Responsible Entity early termination fee

If BCMCL is removed as Responsible Entity without cause prior to the end of six years after Financial Close (sixth Anniversary Date), an early termination fee is payable (Fee Amount). The Fee Amount will be the balance of the relevant years’ base fee plus the base fee (not adjusted for CPI) for the period from termination to the sixth Anniversary Date that otherwise would have been paid to the Responsible Entity.

Fee Amount – example 1

If BCMCL is removed 200 days into year 3 after Financial Close, the Fee Amount will be as follows:

Base Fee for year 3 (indexed at for example 3% CPI each year) = $1,432,215

Remainder of year 3 = 165/365

The Fee Amount is: ($1,432,215 x 165/365) + $1,432,215 (for year 4) + $1,432,215 (for year 5) + $1,432,215 (for year 6) = $4,944,085

Fee Amount – example 2

If BCMCL is removed 200 days into year 6 after Financial Close, the Fee Amount will be as follows:

Base Fee for year 6 (indexed at for example 3% CPI each year) = $1,565,020

Remainder of year 6 = 165/365

The Fee Amount is: ($1,565,020 x 165/365) = $707,475

See Section 11.4 for a summary of the Constitutions.

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Board, Management and Corporate Governance

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8 Board, Management and Corporate Governance

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8.1 Board members

BCMCL is responsible for the overall management and corporate governance of the BrisConnections Unit Trusts and the protection of Unitholders’ interests.

The BCMCL Board will initially comprise five Directors, three of whom are independent.

Trevor C. Rowe, AM Independent Non-Executive Chairman

Trevor has over 35 years’ experience in the banking and finance industry. He is currently chairman of Queensland Investment Corporation, Rothschild Australia Limited, United Group Limited, Enhance Management Limited Group, Gotalk Limited, Careers Australia Group Limited and the RSPCA Building Fund Queensland and a director of the ASX. Trevor is also a member of the Board of Guardians for the Commonwealth of Australia Future Fund and is Chancellor of Bond University in Queensland.

Trevor was previously chairman of Investment Banking Australia for Citigroup and its antecedents from 1983 to 2005 and was a member of the Commonwealth of Australia’s Takeovers Panel from 2000 to 2003.

In 2004, Trevor was awarded a Member of the Order of Australia (AM) for his contribution to the investment banking sector, the formulation of public policy, higher education and the community.

Trevor has been a member of the Foreign Affairs Council since 2000. He is also a member of the Royal Flying Doctor Services (South West Precinct) Friends Committee.

Nicholas Lattimore Non-Executive Director

Nicholas is deputy CEO and the Head of Investment Origination at JF Infrastructure, leading the Investment Origination Group in sourcing and executing acquisition and disposal transactions on behalf of JF Infrastructure’s institutional clients and funds.

Nicholas was previously managing director and Head of Banking at N M Rothschild & Sons (Australia) Limited and managing director and Head of Structured Finance at Deutsche Bank in Australia and New Zealand where his responsibilities included project advisory and finance, leveraged finance and structured finance. Prior to joining Deutsche Bank, he jointly established the project and infrastructure group at Allco Finance Group in Sydney. He also spent approximately 12 years at Macquarie Bank (1979 to 1991) in several senior project and structured finance positions.

Nicholas is also a non-executive director of LinQ Capital Limited (manager of the LinQ Resources Fund), Chairman of Energy Infrastructure and Resources Limited, alternate director of Connector Motorways Group and Chairman of Superior Coal Limited.

Nicholas is a certified practising accountant and is a member of the Australian Institute of Company Directors.

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Ray Wilson Non-Executive Director

Ray is Executive General Manager – Development and Special Projects at Thiess and is responsible for investments in major infrastructure projects and strategic business development for the company. He is a director of each of the companies comprising the Connector Motorways Group and is also a director of the ASX listed ConnectEast Group.

Ray has more than 35 years’ experience in all aspects of international and local project development and operations, including 13 years’ involvement in the development of privatised infrastructure projects such as tollroads and power projects in Australia, New Zealand and Asia. Ray has worked on projects in Australia, South East Asia, New Zealand, the Middle East and West Africa.

Prior to joining Thiess in late 1993, Ray’s roles included director of Engineering Development for Leighton Holdings (Technical Resources), Operations director for Baulderstone Hornibrook and General Manager (Heavy Construction) for McConnell Dowell.

Richard Wharton Independent Non-Executive Director

Richard is a civil engineer engaged in general consulting and project assessment. He has over 40 years’ experience in highway and bridge design, construction and administration throughout Queensland. He spent most of his career with the Department of Main Roads and held various senior management positions prior to being appointed Commissioner of Main Roads in 1988. He later served as DirectorGeneral of Main Roads, Queensland from 1996 to 1998.

Richard served two terms as chairman of Austroads and was a director of the Australian Road Research Board for four years. He was a member of the Council of James Cook University for eight years and President of Engineers Australia, Queensland Division in 2001. In 2005 he was awarded the Australian Road Forum’s John Shaw Medal for outstanding service to the transport industry. He is an Honorary Fellow of Engineers Australia and continues to promote the interests of engineering projects with government.

John Allpass

Independent Non-Executive Director

John was in practice as a Chartered Accountant from 1971 to 1993 in the firm now known as KPMG. During that time he specialised in Audit, Assurance and Corporate Recovery. He was Managing Partner of the Queensland practice of KPMG from 1984 to 1993 and was a member of the firm’s National Board during that time. Since 1993, he has held various board appointments as a non-executive director of both listed and unlisted companies.

John has been a director of Queensland Investment Corporation since 1991, a director of MBF Australia Limited Group since 1999 and chairman of Envestra Limited since 2002, having been a director since 1997. He was previously a member of the board of Macquarie Bank Limited from 1994 to 2007. Recently, he has also been appointed to the boards of BUPA Australia Holdings Pty Limited and BUPA Australia Health Pty Limited.

John is a Fellow of the Australian Institute of Company Directors and a Fellow of the Institute of Chartered Accountants in Australia.

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8 continued Board, Management and Corporate Governance

8.2 Directors’ fees

BCMCL’s independent Directors will be paid Directors’ fees for their roles. Directors’ fees will be partly directed to the on-market purchase of Stapled Units. The maximum aggregate of Directors’ fees permissible in respect of the BCMCL constitution is currently $1 million per annum.

Trevor Rowe will receive a base fee of $210,000 per annum and $10,000 per annum (in aggregate) for chairing the remuneration and nomination committees. 40% of these fees will be directed to the purchase of Stapled Units on market. He will also receive a one-off cash payment of $200,000 on Financial Close, in recognition of the work he has done prior to this.

Richard Wharton will receive fees of $100,000 per annum and $10,000 per annum for chairing the occupational health and safety committee. 20% of Richard’s fees will be directed to the purchase of Stapled Units on market.

John Allpass will receive fees of $100,000 per annum and $30,000 per annum for chairing the audit, risk and compliance committee. 20% of John’s fees will be directed to the purchase of Stapled Units on market.

Nicholas Lattimore will not receive Directors’ fees from BCMCL. He is an employee of JF Infrastructure and is remunerated in that capacity.

Ray Wilson will not receive Directors’ fees from BCMCL. He is an employee of Thiess and is remunerated in that capacity.

8.3 Management structure

The executive management team will commence from Financial Close and include key functional roles covering the whole scope of BrisConnections’ business. BrisConnections will establish the following positions as part of its core executive management team:

Chief Executive Officer
Chief Financial Officer
General Manager – Construction
General Manager – Operations
General Manager – Community and Public Affairs

8.3.1 Interim Chief Executive Officer – Mark Snape

Mark is development director for John Holland and was the head of BrisConnections’ bid for Airport Link. He has been appointed as the interim CEO of BrisConnections. Mark has an extensive knowledge of the Project and brings direct relevant experience to his role as interim CEO. The Board of BCMCL intends to appoint a permanent CEO following Listing.

Mark has over 20 years’ experience in large infrastructure development projects and 17 years’ experience in director and CEO roles.

Mark is currently an alternate director of the ASX listed ConnectEast Group and an alternate director of Connector Motorways Group. He is also a Member of the Joint Venture Management Committee which constructed, owns and operates the Alice Springs to Darwin railway.

Mark was previously a director of the ASX listed Pacific Hydro Limited, Southern Hydro Pty Limited and the Australian Council for Infrastructure Development Limited. From 1996 to 2001 he was the managing director of AEP Resources Australia Pty Limited (Resources). Resources was the Australian representative of the NYSE listed American Electric Power Co., Inc. (AEP). AEP owned electricity retailing and distribution assets in Australia serving approximately 250,000 customers and had over 600 employees. Resources also held an investment in Pacific Hydro Limited, an owner of hydro generating assets in Australia and the Philippines.

Mark has degrees in economics and business from the University of Sydney, is a Chartered Accountant and a Fellow of the Australian Institute of Company Directors.

8.3.2 Other key positions

BrisConnections will source candidates for other key positions from the mature market that exists for these roles. BrisConnections has already identified a number of potential candidates. Executives from Thiess and John Holland will act in these positions until permanent candidates have been recruited. These executives have typically been actively involved in the development of BrisConnections’ proposal and therefore have the depth and familiarity necessary for streamlined delivery of Airport Link into the Concession Period.

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8.4 Corporate governance structure

BCMCL, as Responsible Entity, is responsible for the overall corporate governance of the BrisConnections Unit Trusts and for the protection of Unitholders’ interests.

The Corporations Act, ASX Listing Rules, the Constitutions and compliance plans of the BrisConnections Unit Trusts and the general law regulate the workings of the BrisConnections Unit Trusts and the essential practices, responsibilities and duties of BCMCL and its officers. BCMCL must exercise its powers diligently and in the best interests of Unitholders. Under the terms of the Management Deeds, BC Operations has been appointed by BCMCL to manage the day-to-day business affairs of the BrisConnections Unit Trusts. Those functions will be performed by personnel appointed by BC Operations. Key personnel of BC Operations must be approved by BCMCL. A summary of the key terms of the Management Deeds is set out in Section 11.5.21.

The BC Operations Board has the same directors as the BCMCL Board. Notwithstanding the delegation of the management function, BCMCL retains responsibility for the strategic and corporate governance of the BrisConnections Unit Trusts and the protection of Unitholders’ interests. BCMCL therefore monitors BrisConnections Unit Trusts’ compliance with its regulatory and contractual obligations.

8.4.1 ASX corporate governance standards

Listed entities are required to disclose in their annual reports the extent of their compliance with the Principles of Good Corporate Governance and Best Practice Recommendations (the Standards), released by ASX Corporate Governance Council, and to explain why they have not adopted a Standard if they consider it inappropriate in their particular circumstances.

The Standards encompass matters such as board composition, committees and compliance procedures and are designed to maximise corporate performance and accountability in the interests of Unitholders and the broader economy.

8.4.2 Responsible Entity and governance

BCMCL is the Responsible Entity for the BrisConnections Unit Trusts.

BCMCL has the primary responsibility of operating the BrisConnections Unit Trusts (as registered managed investment schemes) and of performing the functions conferred on it by the Corporations Act, the Constitutions and the compliance plans.

All corporate governance practices and policies have been adopted by BCMCL as the Responsible Entity for the BrisConnections Unit Trusts to implement the various systems and processes to ensure that the interests of Unitholders and other stakeholders are protected at all times.

8.4.3 Board of Directors

Board of Directors

The Board of Directors operates in accordance with the principles set out in the Board charter. The charter details the Board’s composition and responsibilities and is available on the BrisConnections website at www.brisconnections.com.au.

Directors overview

The BCMCL Board currently has five Directors, three of whom are independent.

As Airport Link will be located in Brisbane, BCMCL considers a presence in Brisbane to be of valuable commercial importance. The majority of the independent Directors of BCMCL reside in Brisbane and have established relationships within the local business community.

The Board considers that its Directors collectively bring the range of skills, knowledge and experience necessary to direct BrisConnections. It is intended that additional Directors will be appointed to the Board to further complement this set of skills and experience.

Details of the current Directors are set out on the BrisConnections’ website at www.brisconnections.com.au.

BrisConnections will include on its website at www.brisconnections.com.au full details of its corporate governance regime and a corporate governance statement will be included in BrisConnections’ first annual report. A summary of the corporate governance regime that applies to BrisConnections is set out below.

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8 continued Board, Management and Corporate Governance

Responsibilities

The primary objective of the BCMCL Board is to build long-term value for Unitholders with due regard to other stakeholder interests.

The Board has formalised its roles and responsibilities into a Board charter which also clarifies the roles and responsibilities that are delegated to management.

Membership and expertise of the BCMCL Board The BCMCL Board considers that its membership should comprise Directors with an appropriate mix of skills, knowledge, experience and personal attributes to allow the Directors individually and the Board collectively to:

Discharge their duties and responsibilities under the law efficiently and effectively;
Understand the business and the environment within which BCMCL operates so as to provide sound stewardship for management and BCMCL’s objectives, goals and strategic direction to maximise value for Unitholders; and
Assess the performance of management in meeting those objectives.

In addition to ensuring that the Board has a broad range of relevant skills, knowledge and experience, the Board considers that its membership should represent an appropriate balance of commercial, financial, accounting and engineering experience and knowledge.

The Board also considers that its size should be conducive to effective discussion and efficient decision making. Although it is intended that additional Directors will be appointed in the short to medium term, the Board believes that its current composition meets these requirements.

The Board has developed guidelines, contained in the Board charter, to determine the independence of its Directors.

Conflicts of interest

The Board has guidelines for dealing with conflicts of interest with their duties as Directors as detailed in the Board charter and conflicts of interest policy.

Meetings of the Board

The BCMCL Board plans to meet at least six times a year, both as a Board and in conjunction with executive management, to discuss the short and long-term strategy of BrisConnections. The Board will receive monthly reports, providing current information concerning BrisConnections. The monthly Board report will include key financial details, together with information on the performance of operations, major initiatives, as well as legal, governance, risk management and compliance issues that may arise.

The Board will convene by email and by telephone conference calls to discuss matters of urgency with management, make recommendations to management and discuss strategy.

Review of Board and executive performance In order to ensure that the BCMCL Board continues to discharge its duties effectively, the performance of all Directors will be reviewed annually by the Chairman. The performance of the Chairman will be reviewed during each reporting period by his fellow Directors.

The Board will undertake an annual assessment of its collective performance in accordance with BrisConnections’ performance evaluation process for Directors and executives.

The Board will also annually review the performance of the executive management team. The CEO will monitor executive performance throughout the year through regular meetings.

The Chairman of BCMCL, Trevor Rowe, as well as John Allpass and Richard Wharton, are considered by the Board to be independent in terms of the ASX Corporate Governance Council’s definition of independent director.

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8.4.4 Board committees

Board committees and membership

The Board has established committees to deal with the following:

Scheme compliance;
Audit risk and compliance;
Remuneration;
Nomination; and
Occupational health and safety.

In general, the review of capital management, financial reporting, risk management and audit and compliance matters has been delegated to the various committees.

Scheme compliance

The scheme compliance committee will comprise the entire Board and will be chaired by the independent Chairman, Trevor Rowe. The scheme compliance committee will monitor BrisConnections’ fulfilment of its compliance plan, monitor and report any breaches of the Corporations Act or the Constitutions, report to ASIC should the Board not take appropriate action to deal with a matter, regularly assess the adequacy of BrisConnections’ compliance plan and make recommendations on any required changes that the Corporations Act or Board requires. The scheme compliance committee will meet at least quarterly.

Audit, risk and compliance

BrisConnections’ audit, risk and compliance committee (ARCC) currently comprises three non-executive Directors, including John Allpass, who also acts as chair and is a Chartered Accountant with extensive knowledge of commercial and financial matters.

The ARCC has authority, within the scope of its responsibilities, to seek any information it requires from any employee or external party. The members of the ARCC are:

John Allpass as Chairman of the ARCC;
Nicholas Lattimore as non-executive Director; and

The Board considers that these members have appropriate financial expertise and understanding of the industry in which BCMCL operates. The committee will meet at least four times each year and more often as required.

The objectives of this committee are to assist the Board to fulfil its corporate governance objectives and to oversee responsibilities relating to BrisConnections’:

Financial reporting;
Systems of internal control and management of risk;
Internal and external audit functions; and
Processes for monitoring compliance with laws and regulations and BrisConnections’ code of conduct for ethical business behavior.

Remuneration

Personnel and remuneration matters have been delegated to the remuneration committee.

The remuneration committee is chaired by Trevor Rowe.

The objective of the committee is to assist the Board in ensuring that BrisConnections:

Has coherent remuneration policies and practices which are consistent with BrisConnections’ strategic goals and human resource objectives by attracting and retaining executives and Directors who will create value for Unitholders; and
Fairly and responsibly remunerates Directors and executives having regard to the performance of BrisConnections, the performance of the executives and the general remuneration environment.

Nomination

The nomination committee is chaired by Trevor Rowe.

Its responsibilities include ensuring that the Board is of a size and composition that is conducive to making decisions expediently with the benefit of a variety of perspectives and skills.

Richard Wharton as independent non-executive Director.

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8 continued Board, Management and Corporate Governance

Occupational health and safety

The occupational health and safety committee is chaired by Richard Wharton.

It will focus on safety, occupational health and security across all of BrisConnections’ activities and operations. The focus of the committee will extend to the activities and operations of BrisConnections’ contractors, agents and other business partners.

Committee charters

Each committee has its own terms of reference or charter, approved by the Board, setting out matters relevant to its composition and responsibilities. The charters are available from the BrisConnections website at www.brisconnections.com.au and will be reviewed periodically by the Board.

8.4.5 External auditor relationship

The ARCC, in accordance with its charter, is responsible for overseeing the relationship with BrisConnections’ external auditor, including the terms of engagement of the external auditor and the scope of the external audit program each year. The ARCC is also responsible for monitoring and evaluating the performance and independence of the external auditor.

Approach to auditor independence

The BCMCL Board has adopted a policy for auditor independence which forms part of the ARCC’s charter published on BrisConnections’ website at www.brisconnections.com.au.

The policy endorses fundamental principles of auditor independence. In order to be eligible to undertake any non-audit related services, the external auditor must not, as a result of that assignment:

Create a mutual or conflicting interest with that of BrisConnections;
Audit their own work;
Act in a management capacity or as an employee; or
Act as an advocate for BrisConnections.

The policy also details the services that the external auditor will be prohibited from performing.

8.4.6 Recognising and managing risk

Approach to risk management

The BCMCL Board is responsible for approving and reviewing risk management policy and strategy. To assist the Board in discharging its risk management responsibilities, certain activities have been delegated to the ARCC, as described in its charter.

The management of risk and the implementation of mitigation measures are the responsibility of management under the guidance of the CEO.

The Board determines the overall risk appetite and approves the strategies, policies and practices to ensure that risks are identified and managed within the context of this risk appetite.

BrisConnections’ risk management policy and underlying strategies will be reviewed annually by the ARCC and the Board to ensure continued application and relevance.

8.4.7 Corporate conduct and responsibility

Approach to corporate conduct

BrisConnections has adopted a code of conduct which espouses its core values and reflects the Standards in terms of the matters addressed.

The code applies to the Directors, executives and all other employees. A copy of the code has been made available to all Directors, employees and consultants and is posted on the BrisConnections’ website at www.brisconnections.com.au.

Compliance with code of conduct

To fulfil BrisConnections’ commitment to its core values and the requirements of the code of conduct, BrisConnections needs to be able to ensure that:

Violations of the code of conduct and these values are detected and reported; and
Appropriate action is taken in response to any violations.

Security trading policy

BrisConnections has implemented a security trading policy that covers dealings in the ASX listed Stapled Units by Directors, executives and other designated employees as well as their respective associates. These persons may only deal in the Stapled Units, or in securities of other publicly listed entities that are related to BrisConnections, as identified in the policy.

BrisConnections’ security trading policy is available from the investor information section of the BrisConnections’ website at www.brisconnections.com.au.

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Market disclosure policy and practice BrisConnections is committed to:

Effectively communicating with its Unitholders and facilitating an efficient and informed market in its securities by keeping the market appraised through announcements to the ASX, of all material information; and
Compliance with the requirements of the Corporations Act, Listing Rules and the Standards.

BrisConnections’ continuous disclosure policy is designed to support its commitment to a fully informed market in its securities by ensuring that announcements are:

Made to the ASX in a timely manner, are factual and do not omit material information; and
Expressed in a clear and objective manner that allows investors to assess the impact of the information when making investment decisions.

Supporting BrisConnections’ continuous disclosure policy is BrisConnections’ communications policy which governs BrisConnections’ policy in relation to interactions with external individuals, investors, analysts and other market participants.

BrisConnections’ continuous disclosure and communications policies are available from the investor information section of BrisConnections’ website at www.brisconnections.com.au.

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Financial Analysis and Information

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9 Financial Analysis and Information

9.1 Sources and applications of funds

Table 9.1 sets out the projected sources and applications of funds for the development of Airport Link. All figures relate to the period up to Airport Link Opening, except for the Deferred Equity Tranche, which is initially funded by the Equity Bridge Facilities and only subscribed for on the Deferred Equity Contribution Date, which is approximately two years after Airport Link Opening.

BCMCL expects that the funding sources will provide BrisConnections with sufficient working capital to fund its stated business objectives.

Table 9.1 – Sources and application of funds

Table 9.1 – Sources and application of funds
Sources of funds		$ million
Bank debt		3,055
Equityraised in the Offer		1,226
Equityraised via DRP		3611
Deferred EquityTranche		2002
State Works Contribution		473
Total		4,889
	Sub-total	Total
Application of funds	$ million	$ million
Construction cost – Airport Link	3,400	3,400
Upfront development and fnancing costs		267
Bid costs	122
Offer costs	83
Debt fnancingcosts	62
Net interestprior to Airport Link Opening	538	538
Reserves		2544
Distribution reserve	55
Cash funded component of the Ramp-upreserve	199
Equitydistributions duringconstruction	315	315
Ongoingdevelopment,fnancingand other costs	114	1145
Total		4,8896

Notes:

Comprises all estimated proceeds received from the issue of Stapled Units under the DRP for the period up to Airport Link Opening. This includes the proceeds received from the Second Instalment and the Final Instalment in respect of partly paid Stapled Units issued under the DRP.
Thiess Trustee and John Holland Trustee together will subscribe for $200 million of Stapled Units on the Deferred Equity Contribution Date. Thiess Trustee and John Holland Trustee have the right to nominate a replacement deferred subscriber after Construction Completion. For further information regarding the Deferred Equity Tranche refer to Sections 9.2.2 and 11.5.20.
If interest rates fall between 14 April 2008 and Financial Close such that the State Works Contribution becomes zero, BrisConnections may be required to make certain payments to the State which will be applied toward funding the Airport Roundabout Upgrade. These payments would enable the State to share the benefit associated with a fall in interest rates between these dates.
In addition to these reserves, there is up to $120 million in available debt commitments under the Reserve Facility.
Includes ongoing company costs, ongoing DRP underwriting fees, provision for the capitalisation of interest in respect of the Equity Bridge Facilities, net GST and other ongoing costs.
Total does not exactly equal the sum of the individual components above due to rounding adjustments.

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9.2 Equity Funding

Equity funding will be raised to assist financing of costs incurred during the construction of Airport Link. The equity funding is to be raised in two tranches;

The Offer raising $1,226 million before costs. This amount is based on interest rates as at 14 April 2008 and will be impacted by the interest rates set at Financial Close; and
The Deferred Equity Tranche raising $200 million.

In addition, BrisConnections will offer a DRP for the Fixed Distribution Period. The DRP will be underwritten during the Fixed Distribution Period by the DRP Underwriter, with the exception of the first Distribution for the period ending 31 December 2008 which will not be underwritten. To the extent that Unitholders do not participate in the DRP for the first Distribution, cash Distributions will be funded from equity raised in the Offer. A summary of the DRP is set out in Section 9.5.3.

If an event of default occurs under the Debt Financing Documents, the Lenders may demand immediate payment of the deferred equity contributions. A summary of the Deferred Equity Commitment Deed is set out in Section 11.5.20.

9.3 Debt funding

9.3.1 Debt facilities

The debt financing for Airport Link is being provided through bank debt facilities. The principal facilities are underwritten by the Lenders which are a party to the Syndicated Facilities Agreement, initially comprising of Allied Irish Banks p.l.c. (Sydney Branch), Australia and New Zealand Banking Group Limited, Bayerische Hypo-und Vereinsbank AG, BNP PARIBAS, BOS International (Australia) Limited, DEPFA BANK PLC, DZ BANK AG Deutsche Zentral Genossenschaftsbank, Hong Kong Branch, KBC Finance Ireland, Societe Generale Australia Branch and United Overseas Bank Limited Sydney.

The Lenders are providing the following debt facilities:

9.2.1 The Offer

The Offer consists of approximately 408.67 million Stapled Units at an Issue Price of $3.00 per Stapled Unit. Each Stapled Unit comprises one unit in BrisConnections Investment Trust and one unit in BrisConnections Holding Trust, stapled together.

Applicants under the Offer will pay for their Stapled Units in three instalments. The Initial Instalment of $1.00 will be payable with the application for Stapled Units. The Second Instalment of $1.00 will be payable nine months after Allotment Date. The Final Instalment of $1.00 will be payable 18 months after Allotment Date.

9.2.2 Deferred Equity Tranche

Pursuant to the Deferred Equity Commitment Deed, Thiess Trustee and John Holland Trustee have agreed to subscribe for Stapled Units which will rank equally with previously issued Stapled Units. The obligations of Thiess Trustee and John Holland Trustee to subscribe for Stapled Units under the Deferred Equity Commitment Deed are secured by unconditional direct pay letters of credit. In the 24 month period after Construction Completion, Thiess Trustee and John Holland Trustee may nominate a replacement deferred subscriber to assume their respective rights to subscribe for Stapled Units, provided that the mechanism set out in the Deferred Equity Commitment Deed is observed.

Thiess Trustee and John Holland Trustee have agreed to subscribe for $200 million of Stapled Units at $3.933 per Stapled Unit, representing approximately 11% of the Notional Equity. These Stapled Units will be subscribed for at the earlier of 24 months after Construction Completion or 71 months after Financial Close. The Deferred Equity Tranche will not be eligible to participate in the DRP until allotted and registered.

Equity Bridge Facilities of $200 million in aggregate;
a State Bridge Facility of up to $475 million;
a Construction Facility of up to $3,150 million (converts to the Term Debt Facility upon Airport Link Opening); and
a Reserve Facility with available commitments of up to $120 million.

The aggregate amount that can be drawn down under the State Bridge Facility and Construction Facility cannot exceed $3,250 million.

At the end of the construction period the Construction Facility will convert to the Term Debt Facility. It is assumed that the Term Debt Facility will be refinanced during the Concession Period in the manner set out in Section 9.6.5.

Separately, Macquarie Financial Holdings will be arranging and leading an IPO Equity Bridge Facility of up to $650 million to BrisConnections.

In addition to these Debt Financing Facilities, the D&C Contractor has agreed to defer up to $200 million of its final payments for the Airport Link works until payment of the State Works Contribution by the State if BrisConnections is required to fund increases in the State Works Contribution due to interest rate movements or the need to respond to conditions arising from the Coordinator-General’s report (see Section 11.7 for further details in relation to this report). This funding arrangement will only be utilised after the Debt Financing Facilities have been fully utilised. If utilised, the D&C Contractor will be entitled to interest and fee payments as if it were a Lender to the Project.

Table 9.2 summarises the key features of the Debt Financing Facilities.

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Table 9.2 – Debt Financing Facilities

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

Maximum
facility amount
Facility $ million [1] Term [2] Repayment Purpose
Equity Bridge Facilities 200 71 months Bullet [3] To bridge the payment of the
Deferred Equity Tranche
IPO Equity Bridge Facility 650 20 months Revolver [4] To bridge the payments of the
Second Instalment and the
Final Instalment
State Bridge Facility 475 47 months Bullet To bridge the payment by
the State of the State Works
Contribution following Airport
Link Opening
Construction Facility (converts to the Term 3,150 10 years Bullet To fund construction, development
Debt Facility on Airport Link Opening) [5] and other project costs
Reserve Facility (becomes available on 120 6 years, Revolver See below Section 9.4
Airport Link Opening) 1 month
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Note:

Figures reflect the maximum commitments available under the facilities. However, based on interest rates at 14 April 2008, the expected final commitment amounts are shown in table 9.5.
Terms are from Financial Close except for the Reserve Facility which is from Airport Link Opening.
‘Bullet’ means the entire loan amount is repaid at maturity by a single payment.
‘Revolver’ means the funds may be borrowed and repaid up until the maturity date of the facility.
On Airport Link Opening, drawings under the Construction Facility will convert to loans under the Term Debt Facility. The Construction Facility will be deemed to have been repaid and will no longer be available for draw-down by BrisConnections.

The Equity Bridge, IPO Equity Bridge, State Bridge and Construction Facilities will be available from Financial Close. Funds drawn under each of these facilities will be applied towards expenditure incurred by BrisConnections, specifically:

Construction costs – certain amounts payable to the D&C Contractor (except bonuses and other deferred amounts) under the D&C Contract;
Development costs – costs incurred by BC Operations at Financial Close and during the Construction Phase;
Operating costs incurred prior to Airport Link Opening – costs payable to the O&M Contractor, fees payable to engineering consultants, the Agent or the Security Trustee, operating expenses, amounts payable to comply with the Project Documents, capital maintenance contributions, taxes (including GST) and reasonable costs and expenses (but not certain fees) incurred by the trustee, custodian or Responsible Entity of BrisConnections, all to the extent contemplated in the financial model of the Lenders which are a party to the Syndicated Facilities Agreement;
Financing costs incurred by BrisConnections prior to Airport Link Opening – funding interest (net of payments under the hedging arrangements) and fees and other expenses incurred during the Construction Phase by

the Lenders (other than the Security Trustee fees or Agent’s fees);

Reserve accounts – funding the Ramp-up reserve account and the maintenance and repair reserve account as required by the Lenders which are a party to the Syndicated Facilities Agreement and the State respectively;
Funding any amount needed to fully repay the State Bridge Facility. This amount is equal to the amount by which the State Works Contribution is reduced below the total amounts payable under the State Bridge Facility due to any deduction for Airport Link Opening occurring early;
Reasonable costs, expenses and fees payable prior to Airport Link Opening to the trustee, custodian and Responsible Entity of BrisConnections which are forecast to be payable;
Certain reserved financing costs (being capitalised finance costs forecast to be incurred in relation to the Equity Bridge Facilities until scheduled to be repaid following Airport Link Opening); and
Other – meeting any other costs approved by the Agent acting on the instructions of a prescribed majority of the Lenders that are a party to the Syndicated Facilities Agreement.

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9.3.2 Interest cover ratio

The interest cover ratio is relevant to certain ongoing financial covenants of BrisConnections including the ability of BrisConnections to pay Distributions.

The interest cover ratio is generally defined in the Debt Financing Documents as the ratio of the past 12 months of cash flow available for debt service (generally defined to be revenue less operating costs less contributions to the maintenance and repair reserve) to the past 12 months of financing costs (comprised of interest, commitment fees and other fees). An interest cover ratio is calculated quarterly on this basis. In addition, a reserve supported interest cover ratio is calculated also including cash available from the Ramp-up reserve as discussed in Section 9.4.1 below.

Distributions are generally able to be paid from available amounts when:

The interest cover ratio has been equal to or has exceeded 1.20x for the previous two quarters;
The reserve supported interest cover ratio is greater than or equal to 1.35x in the current quarter; and
No event of default, potential event of default or review event subsists.

If the reserve supported interest cover ratio is equal to or less than 1.25x in any quarter, the balance of the proceeds account that would have otherwise been available to be paid to Unitholders, must be used to reduce the balance of the Debt Financing Facilities (and associated interest rate hedging) under the Syndicated Facilities Agreement.

An event of default occurs under the Debt Financing Documents when the reserve supported interest cover ratio is less than 1.10x. This occurs in the Base Case Financial Model when a higher than 40% reduction to projected traffic volumes is uniformly applied across the entire operating period for Airport Link.

9.3.3 Undertakings to debt financiers

The principal debt financing facilities impose a number of financial and non-financial undertakings on BrisConnections including:

Compliance with the Project Documents and applicable laws;
Information and reporting requirements;
Negative undertakings restricting disposal of assets;
Negative undertakings restricting the incurring of additional financial indebtedness and giving security;
Restrictions on capital expenditure; and
Restrictions on the payment of fees, interest or Distributions to Unitholders without satisfaction of minimum financial criteria, including the interest cover ratio requirement discussed above in Section 9.3.2.

9.4 Reserves

9.4.1 Ramp-up reserves

BrisConnections believes the Ramp-up reserves will be able to meet the equivalent of 14 months of debt service from Airport Link Opening and comprise:

A $199 million cash funded Ramp-up reserve account that is funded at Airport Link Opening (equivalent to nine months of debt service); and
A Ramp-up reserve facility equivalent to five months of debt service with a maximum available commitment of $120 million. Based on interest rates at 14 April 2008, the actual amount available under the Reserve Facility will be $111 million.

The Ramp-up reserves and debt service reserve facility may be drawn to fund:

Operating costs and maintenance and repair costs – costs payable to the O&M Contractor, fees payable to engineering consultants, the Agent or the Security Trustee, operating expenses, administration, maintenance and repair costs, amounts payable to comply with the Project Documents, taxes (including GST) and reasonable costs and expenses (but not fees) incurred by the Responsible Entity of BrisConnections; and
Financing costs – funding interest (net of payments under hedging arrangements entered into by BrisConnections), fees (but not the Security Trustee fees or Agent’s fees) and other expenses in relation to debt due to the Lenders that are a party to the Syndicated Facilities Agreement.

Any remaining balance in the Ramp-up reserve account may, subject to the satisfaction of certain conditions, be available to equity once a minimum interest cover ratio of 1.15x is achieved. The Ramp-up reserve facility will convert to a debt service reserve facility with an available commitment equivalent to the first three months of debt service (approximately $66 million) after Airport Link Opening, once a minimum interest cover ratio of 1.35x is satisfied.

9.4.2 Maintenance and repair reserve

BrisConnections will establish a maintenance and repair reserve account at Airport Link Opening. The balance will be maintained on a rolling basis to match budgeted capital expenditure for the following 12 month period.

9.4.3 Distribution reserve

At Financial Close, BrisConnections will fund a $55 million distribution reserve to be used at the discretion of the Directors. To the extent that the distribution reserve is not fully utilised, the balance will be available to be paid to Unitholders subject to the discretion of the Directors and the satisfaction of certain financial covenants.

9.4.4 Contingency

BrisConnections has budgeted for a $10 million contingency at Airport Link Opening to fund any cost overruns in establishing BrisConnections.

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9 continued Financial Analysis and Information

9.5 Equity distributions

Distributions to Unitholders can be classified into two categories:

Forecast Distributions during the Fixed Distribution Period; and
Distributions following the Fixed Distribution Period.

9.5.1 Distributions during the Fixed Distribution Period

During the Fixed Distribution Period, BrisConnections intends to make semi-annual Distributions for the periods ending 30 June and 31 December as set out in table 9.3. It is expected that Distributions during the Fixed Distribution Period will be fully tax deferred.

Table 9.3 – Distributions during the Fixed Distribution Period

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Annual
Distribution Yield
Total annual on paid up value
Period Distribution [1] of Stapled Units
First two Distribution 15.27 [2] cents 14% [3,4 ]
Periods after Allotment (Annualised)
Date
Third and fourth 19.33 cents 8% [4]
Distribution Periods
after Allotment Date
Remainder of Fixed 24 cents 8%
Distribution Period
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Notes:

Cash Distributions during the Fixed Distribution Period will be primarily funded through an underwritten DRP.
This Distribution is calculated on a pro-rata basis for the period from Allotment Date until 30 June 2009.
Annualised Yield from Allotment Date until the end of the second Distribution Period (being 30 June 2009).
Yield is calculated on the time weighted paid up value of the Stapled Units over the applicable Distribution Period.

During the Fixed Distribution Period, unless a Unitholder elects in writing not to participate in the DRP, or is not eligible under the DRP Rules to participate in the DRP, Distributions due on Stapled Units will be reinvested in further Stapled Units under the DRP (see Section 9.5.3).

To the extent that Unitholders do not participate in the DRP, the cash required for the first Distribution will be funded from a reserve established from the proceeds of the Offer. The cash required for later Distributions during the Fixed Distribution Period will be funded by the issue of additional Stapled Units.

9.5.2 Distributions following the Fixed Distribution Period

It is the intention of BrisConnections to distribute the available net cash flow to Unitholders after making appropriate allowances for certain provisions and accruals and other projected commitments. BrisConnections intends to pay these Distributions on a semi-annual basis for the periods ending 30 June and 31 December.

9.5.3 Distribution Reinvestment Plan (DRP)

The Directors of BCMCL have established a DRP to partially fund Distributions during the Fixed Distribution Period. Stapled Units will be issued under the DRP at a 5% discount to the arithmetic average of the daily volume weighted average price of the Stapled Units over a 20 trading day pricing period (subject to any relevant adjustments when the Stapled Units are partly paid).

Unless a Unitholder elects not to participate in the DRP or is not eligible to participate, Distributions due on the Stapled Units during the Fixed Distribution Period will be reinvested in further Stapled Units under the DRP. A Unitholder may elect not to participate in the DRP by notifying BCMCL in accordance with the DRP Rules. Persons who acquire Stapled Units on market will have their fixed Distributions automatically reinvested in further Stapled Units under the DRP unless they notify BCMCL in accordance with the DRP Rules or are ineligible to participate in the DRP.

The Stapled Units issued under the DRP will rank equally in all respects with existing Stapled Units. The DRP will be underwritten by the DRP Underwriter during the Fixed Distribution Period, excluding the first Distribution for the period ending 31 December 2008. A description of the DRP Underwriting Agreement is contained in Section 11.5.24.

9.6 Key assumptions in Base Case Financial Model

BrisConnections has made a number of key assumptions in formulating its bid for Airport Link and in building its Base Case Financial Model. While BrisConnections obtained advice from experts in various fields, actual outcomes may be different from the assumptions and in many cases the actual outcomes may be beyond the control of BCMCL, the Board of BCMCL and the management of BrisConnections.

The key assumptions made by BrisConnections relate to:

Traffic volumes;
Ramp-up;
Inflation;
Interest costs and hedging;
Refinancing and re-gearing; and
Operating, administration, maintenance and capital expenditure.

Following the Fixed Distribution Period, Distributions will be determined by the Directors of BCMCL based on the operating cash flows of BrisConnections. As a result, Distributions to Unitholders following the Fixed Distribution Period may be higher or lower than those during the Fixed Distribution Period.

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9.6.1 Traffic volumes

BrisConnections’ traffic volume projections were produced by the Traffic Expert. The key assumptions underlying the traffic projections are:

Population and employment growth;
Road network capacity improvements;
Public transport share;
Expansion and annualisation factors;
Peak spreading and capping; and
Traffic on Airport Link feeder roads.

A summary of these key assumptions, traffic projections and the traffic model methodology developed by the Traffic Expert to produce these projections is set out in the summary of the Traffic Experts’ Report in Section 10.

9.6.2 Ramp-up

Ramp-up refers to the transition period after a new motorway opens during which actual traffic volumes are less than forecast as drivers adjust their behavioural patterns to take account of the new road. Based on the Traffic Experts’ Report a 15 month Ramp-up period is anticipated for Airport Link. The Ramp-up profile and details of the methodology developed by the Traffic Expert are set out in the summary of the Traffic Experts’ Report in Section 10.

Figure 9.1 – Airport Link weighted Ramp-up profile

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110
100
90
80
70
60
50
0 3 6 9 12 15 18
Month following Airport Link Opening
Proportion of steady state traffic %
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9.6.3 Inflation

Tolls will increase each year in line with Brisbane CPI. BrisConnections assumes that a differential will exist between Brisbane and Australian CPI, driven by BrisConnections’ higher growth forecasts for Brisbane than Australia as a whole. BrisConnections’ assumption for Australian CPI is that it will revert to the Reserve Bank of Australia’s long term target range of 2–3% after declining from current levels in excess of that range. Table 9.4 shows BrisConnections’ assumption for Brisbane CPI and Australian CPI over the Concession Period.

Table 9.4 – Australian and Brisbane CPI assumptions

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Australian CPI assumption Brisbane CPI assumption Period
3.20% 3.50% Financial Close–31 December 2013
3.00% 3.30% 1 January 2014–31 December 2018
2.70% 3.00% 1 January 2019–31 December 2028
2.65% 2.95% Remainder of the Concession
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BrisConnections has assumed that expenses and capital expenditure following Airport Link Opening will also escalate in line with Brisbane CPI as set out in table 9.4.

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9 continued Financial Analysis and Information

9.6.4 Interest costs and hedging

Prior to Financial Close BrisConnections will enter into interest rate hedges to fully hedge its interest rate exposure during construction of Airport Link. Thereafter it will hedge a minimum of 80% of its interest rate exposure until the tenth anniversary of Financial Close.

Table 9.5 sets out the assumed hedged interest rate costs on BrisConnections’ Debt Financing Facilities, based on market interest rates at 10.00am on 14 April 2008. The State bears the risk associated with changes in interest rates between this date and Financial Close through an adjustment to the State Works Contribution.

Table 9.5 – Hedged interest rates

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Facility Percent Hedged Credit Total
amount hedged base rate margin interest rate
Facility $ million [1] (%) (%) [2] (%) (%)
Equity Bridge Facilities 200 100 7.18 0.65 7.83
IPO Equity Bridge Facility 458 100 7.31 1.10 8.41
State Bridge Facility 47 100 7.18 1.90 9.08
Construction Facility (converts to a Term 3,055 100 7.18 1.90 9.08
Debt Facility on Airport Link Opening)
Term Debt Facility (until the sixth 3,055 80 6.91 [3] 1.75–1.85 [4] 8.66–8.76
anniversary of Airport Link Opening)
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Figures reflect the likely final aggregate commitment amounts, based on interest rates at 14 April 2008, rather than the maximum commitments available which are shown in table 9.2.
Inclusive of hedging costs.
Blended rate – 80% hedged, 20% unhedged.
BrisConnections has assumed that the Term Debt Facility will be refinanced at the dates and credit margins contained in Section 9.6.5.

Unhedged interest rates

BrisConnections has assumed a long-term unhedged base rate of 5.85% as at 14 April 2008. This rate has been formulated using a fundamental approach for calculating long-term interest rates – being the sum of forecast long-term inflation and forecast real GDP growth for Australia. A 0.10% adjustment is then assumed to convert this rate to the long-term unhedged base rate. A margin is then applied to achieve the long-term unhedged total interest rate of 6.65%. These rates will be adjusted to reflect long-term market interest rates at Financial Close. The State bears the risk associated with changes in interest rates between 14 April 2008 and Financial Close through an adjustment to the State Works Contribution.

9.6.5 Refinancing and re-gearing

BrisConnections has assumed that the Term Debt Facility will be refinanced with interest only facilities in 2012, 2018, 2024, 2030 and 2035 respectively. This facility is assumed to begin being repaid after June 2035 and to be fully repaid by the end of the Concession Period. It is assumed that the credit margin applicable to the Term Debt Facility shown in table 9.5 will reduce to 0.90% for the first four years of the first refinancing and 0.80% for the remainder of that refinancing and all subsequent refinancings.

The outstanding level of debt is assumed to increase in 2019 and 2026, reflecting increased borrowing capacity as a result of higher expected cash flows from growth in traffic and the inflation indexation of tolls. Debt has been re-sized in these years to maintain a minimum annual interest cover ratio of approximately 1.50x. For further information on the annual interest cover ratio and how it is calculated, refer to Section 9.3.2.

The debt assumed to be outstanding over the Concession Period is illustrated in figure 9.2.

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Figure 9.2 – Debt outstanding

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12,000
10,000 7,736
8,000
5,073
6,000
3,273
4,000
2,000
0
Equity Bridge Facilities Construction Facility IPO Equity Bridge Facility
Term Debt Facility State Bridge Facility
Dollars ($ millions)
Mar 07 Mar 11 Mar 15 Mar 19 Mar 23 Mar 27 Mar 31 Mar 35 Mar 39 Mar 43 Mar 47 Mar 51
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Figure 9.2 represents the profile of BrisConnections outstanding debt contained in the Base Case Financial Model over the Concession Period as set out in the Project Deed. This profile is based on the assumptions set out in Section 9.6 of this PDS including the assumptions as to traffic volumes, Ramp-up, inflation, interest costs, hedging, refinancing, re-gearing, operating costs, administration costs, maintenance costs and capital expenditure. Prospective investors should be aware that the projection of the assumptions in the Base Case Financial Model for an extended period as represented in figure 9.2 is highly uncertain. BrisConnections can give no assurance that the debt profile and underlying cash flow of BrisConnections will be consistent with the representation in the figure. Figure 9.2 is shown for the information of investors only in order to provide further background in relation to the Base Case Financial Model incorporated in the Project Deed and how the outstanding level of debt may vary over the Concession Period.

9.6.6 Operating, administration, maintenance and capital expenditure

The assumed operating, administration and maintenance costs for the first full year of operation are set out in table 9.6. All estimates shown in this Section 9.6.6 are in June 2008 dollars and are assumed to increase with Brisbane CPI.

Table 9.6 – Operating, administration and maintenance costs

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Amount in $ million
Cost item (first full year of operations)
Road operations and maintenance 20
Tolling & customer service 29
Administration costs 12
Insurance costs 2
Total 64 [1]
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Total does not exactly equal the sum of the individual components due to rounding adjustments.

Road operations and maintenance will be performed by the O&M Contractor under a five year fixed price O&M Contract (with provision of additional services and for repairs and asset refurbishment above a certain value threshold on a cost plus basis).

After the initial fixed price term, it is assumed that BrisConnections will either retender or internalise its O&M function. The Technical Reviewer has conducted a review of O&M costs in Section 10.

Tolling and customer service costs include wages and salaries associated with operating call centres, information technology costs, the cost of purchasing tags and other costs of toll collection such as merchant fees. These costs are assumed to

Section 9 – Financial Analysis and Information 116/211 95

9 continued Financial Analysis and Information

increase with Brisbane CPI over the Concession Period and, where costs are directly linked to patronage on Airport Link, also increases in line with traffic volumes.

BrisConnections’ capital expenditure following Airport Link Opening is divided into two categories:

Civil, mechanical and electrical assets (for example, road surfaces and exhaust fans); and
Tolling and control systems (in order to replace parts and upgrade technology).

Table 9.7 – Capital expenditure profile

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Civil, mechanical and
electrical assets Tolling and control systems Total
Years ($ million) ($ million) ($ million)
1–10 8 1 9
11–20 49 15 64
21–30 34 15 49
31+ 47 14 60 [1]
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Total does not exactly equal the sum of the individual components due to rounding adjustments.

9.7 Rental payments

From the date of Airport Link Opening, where BrisConnections’ revenue exceeds the revenue profile for that period shown in the Base Case Financial Model, BrisConnections may be required to share a proportion of the excess revenue with the State in the form of lease rental payments under the terms of the Project Deed.

For example, if revenue is 40% above that shown in the Base Case Financial Model over a 12 month period, nothing is shared during years 1–3, approximately 15% of the excess revenue is shared during years 4–13 and approximately 23% of the excess revenue is shared from year 14 onwards. The amounts of these rental payments are shown in further detail in table 9.8.

Table 9.8 – Rental payments profile

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Proportion of excess revenue shared with the State (%)
Revenue in excess of Base Case Years 1–3 Years 4–13 Year 14
Financial Model (%) after Airport Link Opening after Airport Link Opening after Airport Link Opening onwards
0 0 0 0
10 0 0 0
20 0 5 10
30 0 10 17
40 0 15 23
50 0 20 28
60 0 25 33
70 0 29 37
80 0 31 40
90 0 33 42
100 0 35 44
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9.8 Pro-forma balance sheets

Basis of preparation of the pro-forma balance sheets

BrisConnections will prepare consolidated financial statements combining the consolidated financial statements of BrisConnections Investment Trust and BrisConnections Holding Trust. Transactions between the entities will be eliminated in the consolidated financial statements of BrisConnections.

The pro-forma balance sheets as at Allotment Date and the expected date for Airport Link Opening together with applicable accounting policies are set out in appendix A of the Investigating Accountants’ Report contained in Section 10.

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Experts’ and Consultants’ Reports

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10 Experts’ and Consultants’ Reports

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Note: This report consists of both a Financial Services Guide and an Investigating Accountants’ Report

Part 1 - Financial Services Guide

24 June 2008

Deloitte Corporate Finance Pty Limited A.B.N. 19 003 833 127 AFSL No. 241457 Grosvenor Place 225 George Street Sydney NSW 2000 PO Box N250 Sydney NSW 1220 Australia Tel: +61 (0) 2 9322 7000 Fax: +61 (0) 2 9322 7001 www.deloitte.com.au

What is a Financial Services Guide?

This Financial Services Guide (FSG) is an important document whose purpose is to assist you in deciding whether to use any of the general financial product advice provided by Deloitte Corporate Finance Pty Limited (ABN 19 003 833 127). The use of “we”, “us” or “our” is a reference to Deloitte Corporate Finance Pty Limited as the holder of Australian Financial Services Licence (AFSL) No. 241457. The contents of this FSG include:

who we are and how we can be contacted
what services we are authorised to provide under our AFSL
how we (and any other relevant parties) are remunerated in relation to any general financial product advice we may provide
details of any potential conflicts of interest
details of our internal and external dispute resolution systems and how you can access them.

Information about us

We have been engaged by the Directors of BrisConnections Management Company Limited to give general financial product advice in the form of a report to be provided to you in connection with the offer of stapled securities in BrisConnections. You are not the party or parties who engaged us to prepare this report. We are not acting for any person other than the party or parties who engaged us. We are required to give you an FSG by law because our report is being provided to you. You may contact us using the details located above.

Deloitte Corporate Finance Pty Limited is ultimately owned by the Australian partnership of Deloitte Touche Tohmatsu. The Australian partnership of Deloitte Touche Tohmatsu and its related entities provide services primarily in the areas of audit, tax, consulting, and financial advisory services. Our directors may be partners in the Australian partnership of Deloitte Touche Tohmatsu.

The Australian partnership of Deloitte Touche Tohmatsu is a member firm of the Deloitte Touche Tohmatsu Verein. As the Deloitte Touche Tohmatsu Verein is a Swiss Verein (association), neither it nor any of its member firms has any liability for each other's acts or omissions. Each of the member firms is a separate and independent legal entity operating under the names "Deloitte," "Deloitte & Touche," "Deloitte Touche Tohmatsu," or other related names.

The financial product advice in our report is provided by Deloitte Corporate Finance Pty Limited and not by the Australian partnership of Deloitte Touche Tohmatsu, its related entities, or the Deloitte Touche Tohmatsu Verein.

However, you should note that we and the Australian partnership of Deloitte Touche Tohmatsu (and its related bodies corporate) may from time to time provide professional services to financial product issuers in the ordinary course of business.

What financial services are we licensed to provide?

The AFSL we hold authorises us to provide the following financial services to both retail and wholesale clients:

to provide general financial product advice in respect of:
debentures, stocks or bonds to be issued or proposed to be issued by a government
interests in managed investment schemes including investor directed portfolio services
securities.
to deal in a financial product by arranging for another person to apply for, acquire, vary or dispose of financial products in respect of:
debentures, stocks or bonds issued or to be issued by a government
interests in managed investment schemes including investor directed portfolio services
securities.

Information about the general financial product advice we provide

The financial product advice provided in our report is known as “general advice” because it does not take into account your personal objectives, financial situation or needs. You should consider whether the general advice contained in our report is appropriate for you, having regard to your own personal objectives, financial situation or needs.

If our advice is being provided to you in connection with the acquisition or potential acquisition of a financial product issued another party, we recommend you obtain and read carefully the relevant offer document provided by the issuer of the financial product. The purpose of the offer document is to help you make an informed decision about the acquisition of a financial product. The contents of the offer document will include details such as the risks, benefits and costs of acquiring the particular financial product.

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Our fees are usually determined on an hourly basis; however they may be a fixed amount or derived using another basis. We may also seek reimbursement of any out-of-pocket expenses incurred in providing the services.

We do not have any formal associations or relationships with any entities that are issuers of financial products.

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Page 2

Fee arrangements are agreed with the party or parties who actually engage us, and we confirm our remuneration in a written letter of engagement to the party or parties who actually engage us.

Neither Deloitte Corporate Finance Pty Limited nor its directors and officers, nor any related bodies corporate or associates and their directors and officers, receives any commissions or other benefits, except for the fees for services rendered to the party or parties who actually engage us. Our fee is $150,000 and will also be disclosed in the relevant PDS or offer document prepared by the issuer of the financial product.

All of our employees receive a salary. Our employees are eligible for annual salary increases and bonuses based on overall performance but do not receive any commissions or other benefits arising directly from services provided to you. The remuneration paid to our directors reflects their individual contribution to the company and covers all aspects of performance. Our directors do not receive any commissions or other benefits in connection with our advice.

We do not pay commissions or provide other benefits to other parties for referring prospective clients to us.

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The liability of Deloitte Corporate Finance Pty Limited is limited to the contents of this FSG and our report referred to in this FSG.

What should you do if you have a complaint?

If you have any concerns regarding our report, you may wish to advise us. Our internal complaint handling process is designed to respond to your concerns promptly and equitably. Please address your complaint in writing to:

The Complaints Officer Practice Protection Group PO Box N250 Grosvenor Place Sydney NSW 1220

dispute resolution scheme to be operated by FOS. Complaints may be submitted to FOS from 1 July 2008 at:

Financial Ombudsman Service GPO Box 3 Melbourne VIC 3001 Telephone: 1300 780 808 Fax: +61 3 9613 6399 Internet: http://www.fos.org.au Email: [email protected]

If your complaint relates to the professional conduct of a person who is a Chartered Accountant, you may wish to lodge a complaint in writing with the Institute of Chartered Accountants in Australia (“ICAA”). The ICAA is the professional body responsible for setting and upholding the professional, ethical and technical standards of Chartered Accountants and can be contacted at:

The Institute of Chartered Accountants GPO Box 3921 Sydney NSW 2001 Telephone: +61 2 9290 1344 Fax: +61 2 9262 1512

Specific contact details for lodging a compliant with the ICAA can be obtained from their website at http://www.icaa.org.au/about/index.cfm.

The Australian Securities and Investments Commission (“ASIC”) regulates Australian companies, financial markets, financial services organisations and professionals who deal and advise in investments, superannuation, insurance, deposit taking and credit. Their website contains information on lodging complaints about companies and individual persons and sets out the types of complaints handled by ASIC. You may contact ASIC as follows:

Info line: 1 300 300 630 Email: [email protected] Internet: http://www.asic.gov.au/asic/asic.nsf

If you are not satisfied with the steps we have taken to resolve your complaint, you may contact the Financial Industry Complaints Service (“FICS”). FICS provides free advice and assistance to consumers to help them resolve complaints relating to members of the financial services industry. Complaints may be submitted to FICS at:

Financial Industry Complaints Service PO Box 579 Collins Street West Melbourne VIC 8007 Telephone: 1300 780 808 Fax: +61 3 9621 2291 Internet: http://www.fics.asn.au

On 1 July 2008, the Banking and Financial Services Ombudsman, Insurance Ombudsman Services and FICS will be merging to become the Financial Ombudsman Service (“FOS”). We have applied for participation in the

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10 continued Experts’ and Consultants’ Reports

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Part 2– Investigating Accountants’ Report

Deloitte Corporate Finance Pty Limited A.B.N. 19 003 833 127 AFSL No. 241457

Grosvenor Place 225 George Street Sydney NSW 2000 PO Box N250 Sydney NSW 1220 Australia Tel: +61 (0) 2 9322 7000 Fax: +61 (0) 2 9322 7001 www.deloitte.com.au

The Directors BrisConnections Management Company Limited Units 5a & 5b West End Corporate Park 305 Montague Road, WEST END QLD 4101

24 June 2008

Dear Sirs

INVESTIGATING ACCOUNTANTS’ REPORT

Introduction

This report has been prepared at the request of the Directors of BrisConnections Management Company Limited (“BCMCL” or “the Issuer”) for inclusion in a Product Disclosure Statement (“PDS”) to be issued by BCMCL on or about 24 June 2008 in respect of the offer of 408.67 million Stapled Units at $3.00 each (the “Offer”). Each Stapled Unit comprises one unit in BrisConnections Investment Trust and one unit in BrisConnections Holding Trust, stapled together (together, the “BrisConnections Unit Trusts”). The BrisConnections Unit Trusts control a number of subsidiary companies and the consolidated group is referred to as BrisConnections. The issue price is payable in three instalments, with $1.00 per Stapled Unit payable at the time of application and the two further instalments nine months and eighteen months from Allotment Date. The Issuer intends to apply to have the Stapled Units quoted on the Australian Securities Exchange (“ASX”).

The net proceeds raised pursuant to the Offer of Stapled Units together with debt facilities will be utilised to fund the construction of the Airport Link tollroad (the “Airport Link”) and meet other BrisConnections expenses.

References to the BrisConnections Unit Trusts and other terminology used in this report have the same meaning as in the PDS unless stated to the contrary.

Background Information

BrisConnections has been granted the right to design, construct, operate, maintain and finance Airport Link pursuant to the Project Deed. The Project Deed has a term of 45 years from Financial Close. It is assumed for the purposes of this report that Financial Close and Allotment Date occur on the same day.

Scope of Report

You have requested that we prepare an Investigating Accountants’ Report reviewing:

the pro-forma consolidated balance sheet of the BrisConnections Unit Trusts and notes thereto which assumes completion of the Allotment Date transactions, as disclosed in Note 1, Appendix A, as at the date of this report (“Allotment Balance Sheet”); and
the pro-forma consolidated balance sheet of the BrisConnections Unit Trusts and notes thereto which assumes completion of the Allotment Date and the Airport Link Opening transactions, as disclosed in Note 1, Appendix A, as at the date of this report (“Airport Link Opening Balance Sheet”).

Together we refer to the above hereafter as the “Pro-Forma Financial Information” which is set out in Appendix A to this report.

Liability limited by a scheme approved under Professional Standards Legislation.

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The Directors of BCMCL, as the Responsible Entity of the BrisConnections Unit Trusts, are responsible for the Pro-Forma Financial Information, which has been prepared in accordance with the recognition and measurement principles prescribed in Australian Accounting Standards effective as at the date of this report and the accounting policies described in Appendix A to this report.

In our role as Investigating Accountants, we have reviewed the Pro-Forma Financial Information in order to state whether, on the basis of the procedures described, anything has come to our attention which would indicate that the Pro-Forma Financial Information is not presented fairly in accordance with Australian Accounting Standards as at the date of this report and the accounting policies described in Appendix A to this report.

Our review of the Pro-Forma Financial Information has been conducted in accordance with Australian Auditing Standard 902 “Review of Financial Reports”. Our review was limited primarily to examination of supporting documentation for the pro-forma adjustments, discussions with the advisors, analytical procedures applied to the financial data and the evaluation of accounting policies used.

These procedures do not provide all the evidence that would be required in an audit, thus the level of assurance is less than given in an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

Statement

Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the Pro-Forma Financial Information set out in Appendix A to this report does not present fairly:

the pro-forma consolidated balance sheet of the BrisConnections Unit Trusts and notes thereto which assumes completion of the Allotment Date transactions, as disclosed in Note 1, Appendix A, as at the date of this report; and
the pro-forma consolidated balance sheet of the BrisConnections Unit Trusts and notes thereto which assumes completion of the Allotment Date and the Airport Link Opening transactions, as disclosed in Note 1, Appendix A, as at the date of this report.

in accordance with the recognition and measurement principles prescribed in Australian Accounting Standards effective as at the date of this report and the accounting policies described in Appendix A to this report.

Subsequent Events

Up to the date of this report, nothing has come to our attention that would cause us to believe material transactions or events outside of the ordinary course of business of BrisConnections have occurred, other than the matters dealt with in this report or the PDS, which would require comment on, or adjustment to, the ProForma Financial Information contained in this report, or which would cause the Pro-Forma Financial Information contained in this report to be misleading.

Yours faithfully

J Duivenvoorde Director

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APPENDIX A

Page A1

BrisConnections

PRO-FORMA CONSOLIDATED BALANCE SHEETS

Note Current assets Cash and cash equivalents 3 Total current assets Non-current assets Intangible assets 4 Other assets 5 Total non-current assets Total assets Non-current liabilities Borrowings 6 Total non-current liabilities Total liabilities Net Assets Equity Stapled securityholders’ equity in: - BrisConnections Investment Trust (parent interest) 7 - BrisConnections Holding Trust (minority interest) 7 Accumulated losses Total Equity	Allotment Airport Link Opening $ million $ million 41 120
	41 120
	264 4,323 40 -
	304 4,323
	345 4,443
	- 3,055
	- 3,055
	- 3,055

	345 1,388
	341 1,387 4 14 - (13)
	345 1,388

Notes to and forming part of the pro-forma consolidated balance sheets of BrisConnections are set out on the following pages.

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1. Basis of Preparation of the Pro-Forma Financial Information

The pro-forma consolidated balance sheets have been prepared based on information known as at the date of this report and in the Allotment balance sheet, assumes completion of the Allotment Date transactions as at the date of this report, and in the Airport Link Opening balance sheet, assumes completion of the Allotment Date and Airport Link Opening transactions as at the date of this report.

The figures included in the pro-forma consolidated balance sheets of BrisConnections are based on interest rates as at 14 April 2008 and will be impacted by the interest rates set at Financial Close.

Assumptions – Allotment Date

Pursuant to the Offer, BrisConnections has raised $409 million and has allotted 408.67 million Stapled Units. Stapled Units issued pursuant to the Offer, have been partly paid to $1 per Stapled Unit as at Allotment Date. The second instalment of $1 per Stapled Unit is to be paid nine months from the Allotment Date and the final instalment of $1 per Stapled Unit is to be paid eighteen months from the Allotment Date are both recorded when received
BrisConnections has incurred fees of $65 million in relation to equity underwriting to issue the Stapled Units which have been netted against the proceeds raised
BrisConnections has incurred fees of $62 million in relation to the arrangement of the IPO Equity Bridge Facility, the Equity Bridge Facilities, the State Bridge Facility, the Reserve Facility and the Construction Facility. These fees have been deferred and capitalised as part of intangible assets
BrisConnections has entered into a Project Deed with the State of Queensland. This Project Deed grants BrisConnections the right to finance, design, construct, operate and maintain the Airport Link for a period of 45 years from Financial Close
BrisConnections has paid the Sponsors Sponsor development fees of $25 million. These fees have been deferred and capitalised as part of intangible assets
BrisConnections has paid the Sponsors $75 million for other costs incurred prior to entering into the Project Deed with the State of Queensland. These costs have been deferred and capitalised as part of intangible assets
BrisConnections has incurred costs of $102 million prior to entering into the Project Deed with the State of Queensland that are attributable to the design and construction of the Airport Link. These costs have been deferred and capitalised as part of intangible assets
BrisConnections has paid the D&C Contractor a Balance Sheet fee of $26 million in consideration for Leighton Holdings Limited providing a parent company guarantee of the D&C Contractor’s performance under the D&C Contract, which has been capitalised as an asset until the Deferred Equity Contribution Date.
BrisConnections has paid the underwriter of the Distribution Reinvestment Plan (“DRP”) a fee of $14 million for providing the DRP Underwriting facility, which has been capitalised as an asset until Stapled Units are issued in accordance with the DRP.
BrisConnections has entered into interest rate swaps for a period of ten years from Financial Close. It is assumed that these hedges will meet the criteria for hedge accounting under AASB 139 Financial Instruments: Recognition and Measurement and remain effective over the period from Allotment Date to Airport Link Opening.

– Assumptions Airport Link Opening

The second and third instalments of $1 each per Stapled Unit have been received in full ($817 million)

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1. Basis of Preparation of the Pro-Forma Information (cont’d)

– ’ Assumptions Airport Link Opening (cont d)

The D&C Contractor has subscribed for $200 million of Stapled Units on the Deferred Equity Contribution Date. Whilst the Deferred Equity Contribution Date is the earliest to occur of (a) demand being made of the Security Trustee at any time after the occurrence of an event of default; (b) twenty-four months after Airport Link Opening; (c) seventy-one months after Financial Close; (d) in respect of each deferred subscriber severally, any failure by the deferred subscriber to provide replacement equity support when required under the deed, the Deferred Equity Contribution Date has been deemed to be included at the date of Airport Link Opening on the basis that it is effectively guaranteed.
The Equity Bridge Facility of $200 million, including $25 million of interest, has been fully drawn to fund costs during construction of the Airport Link and repaid using the total proceeds of the Deferred Equity Tranches of $200 million
An amount of $48 million, which represents the estimated fair value of the equity instrument relating to the Deferred Equity Contribution, has been recognised over the period of construction and is included within intangible assets and equity
The Construction Facility of $3,055 million, including $538 million of interest, has been drawn to fund construction and other costs during construction of the Airport Link and converted to the Term Debt Facility as at Airport Link Opening. The $18 million refinancing fees assumed to be paid at Airport Link Opening at the time the Construction Facility is converted to the Term Debt Facility are recognised as part of intangible assets
The Balance Sheet fee of $26 million in relation to the arrangement of the Deferred Equity Commitment, previously capitalised as an asset, has been netted against proceeds raised
The DRP Underwriting fee of $14 million, previously capitalised as an asset, and the DRP ongoing fees incurred during construction of $7 million have been offset against equity
BrisConnections has incurred costs of $62 million in ongoing commitment fees in relation to borrowings prior to Airport Link Opening that have been deferred and capitalised as part of intangible assets
Construction of the Airport Link, including tolling systems and equipment, has been completed as at Airport Link Opening and the D&C Contractor has been paid the fixed D&C Contract Price of $3,400 million, including the State of Queensland contribution.
Fixed distributions of $24 million in respect of the Stapled Units have not been underwritten. Of the fixed distributions, it has been assumed that 50% ($12 million) are reinvested in further Stapled Units in accordance with the DRP, and 50% ($12 million) of this distribution will be paid in cash
Fixed distributions of $325 million in respect of the Stapled Units have been reinvested in further Stapled Units in accordance with the underwritten DRP. Distributions during the period to Airport Link Opening have been disclosed as a return of capital on the basis that no accounting profit is generated during this period
Operating costs of $59 million incurred from Allotment Date to Airport Link Opening have been capitalised as part of intangible assets. Operating costs of $19 million which do not meet the criteria for capitalisation have been expensed during the period and are included within accumulated losses at Airport Link Opening
Interest of $5 million earned over the period to Airport Link Opening has been recorded as interest income and is included within accumulated losses at Airport Link Opening.

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2. Summary of Accounting Policies

(a) Basis of Accounting

The pro-forma consolidated balance sheets have been prepared in accordance with the recognition and measurement principles prescribed in Australian Accounting Standards.

The Pro-Forma Financial Information does not comply with all the disclosure requirements set out in the Corporations Act 2001 and Australian Accounting Standards, however the directors believe the Appendix contains adequate information for the purposes of this PDS.

The pro-forma consolidated balance sheets have been prepared on the basis of historical cost. Cost is based on the fair values of the consideration given in exchange for the assets.

Accounting policies are selected and applied in a manner which ensures that the resulting financial information satisfies the concepts of relevance and reliability, thereby ensuring that the substance of the underlying transactions and other events is reported.

The following significant accounting policies have been adopted in the preparation and presentation of the proforma consolidated balance sheets for BrisConnections:

(b) Principles of Consolidation

AASB 3 “Business Combinations” currently excludes stapling arrangements from the scope of AASB 3. However, AASB Interpretation 1002 “Post Date-of-Transition Stapling Arrangements” requires entities combining under stapling arrangements to identify one entity acquirer or parent entity. The parent entity is required to prepare consolidated financial statements in accordance with the principles of AASB 3 and AASB 127 “Consolidated and Separate Financial Statements”.

Units in BrisConnections Investment Trust and BrisConnections Holding Trust will be stapled and registered with ASIC prior to entering into the Project Deed. Accordingly, the combination of the BrisConnections Unit Trusts occurred prior to awarding the Project Deed when there were only nominal assets and liabilities in each Trust. As a result, no fair value adjustment is required on consolidation of the BrisConnections Unit Trusts.

In preparing the pro-forma consolidated balance sheets, BrisConnections Investment Trust has been identified as the parent entity of the BrisConnections Unit Trusts on the basis that it comprises more than 99% of the value of the Stapled Units on issue. As the parent entity does not have an ownership interest in the BrisConnections Holding Trust, the equity of that trust is treated as a Minority Interest in the pro-forma consolidated balance sheets.

The pro-forma consolidated balance sheets have been prepared by consolidating the financial statements of all the entities that comprise the BrisConnections Unit Trusts being BrisConnections Investment Trust and its controlled entities by ownership interest and its controlled entities by contract alone being BrisConnections Holding Trust and its controlled entities. Consistent accounting policies have been employed in the preparation and presentation of the pro-forma consolidated balance sheet. In preparing the pro-forma consolidated balance sheets, all transactions within BrisConnections have been eliminated in full.

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2. Summary of Accounting Policies (cont’d)

(c) Income Tax

BrisConnections Holding Trust

Pursuant to the provisions of Division 6C of the Income Tax Assessment Act 1936 (“the Act”), it is intended that the BrisConnections Holding Trust will be treated as a public trading trust and effectively treated as a company for income tax purposes.

BrisConnections Investment Trust

Pursuant to the provisions of Division 6A of the Act, it is intended the BrisConnections Investment Trust will not be liable for income tax under the Act, provided that the taxable income of the Trust is fully distributed to unitholders each year. Accordingly, income tax and tax-effect accounting will not be applied in relation to the BrisConnections Investment Trust.

(d) Project Deed / Intangibles

” BrisConnections has applied the requirements of AASB Interpretation 12 “Service Concession Arrangements . At Airport Link Opening an intangible asset, representing the cost of construction services provided in exchange for the Right to the Project Deed, has been recognised as the State of Queensland does not have the primary obligation to pay BrisConnections for the concession services. No profit or loss has been recognised on the exchange of construction services for the intangible asset.

The Right to the Project Deed is amortised over the period of operation, being 41 years from Airport Link Opening.

(e) Borrowings and Borrowing Costs

Borrowings are recorded initially at fair value, net of transaction costs. Subsequent to initial recognition, borrowings are measured at amortised cost with any difference between the initial recognised amount and the redemption value being recognised in profit and loss over the period of the borrowing using the effective interest rate method. Borrowing costs directly attributable to assets under construction are capitalised as part of the cost of those assets.

(f) Financial Instruments Issued by the Group

Debt and equity instruments

Debt and equity instruments are classified as either liabilities or as equity in accordance with the substance of the contractual arrangement.

Transaction costs on the issue of equity instruments

Transaction costs arising on the issue of Stapled Units are recognised directly in equity as a reduction of the proceeds of the equity instruments to which the costs relate. Transaction costs are the costs that are incurred directly in connection with the issue of those equity instruments and which would not have been incurred had those instruments not been issued.

Interest and dividends

Interest and dividends are classified as expenses or as distributions of profit, consistent with the balance sheet classification of the related debt or equity instruments.

(g) Derivative Financial Instruments

BrisConnections enters into a variety of derivative financial instruments to manage its exposure to interest rate risk, including interest rate swaps. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event, the timing of the recognition in profit or loss depends on the nature of the hedge relationship. BrisConnections designates certain derivatives as either hedges of the fair value of recognised assets or liabilities or firm commitments (fair value hedges), hedges of highly probable forecast transactions (cash flow hedges). Hedge accounting is discontinued when the hedge instrument expires or is sold, terminated, exercised, or no longer qualifies for hedge accounting.

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3. Cash and cash equivalents Cash DRP reserve Ramp up reserve Other reserves Total	Allotment $ million 29 12 - - 41	Airport Link Opening $ million - 28 92 -
		120

Note 9 details the facilities available to meet the operating costs of BrisConnections during the period to Airport Link Opening.

4. Intangibles (non-current) Rights to Project Deed 5. Other Assets (non-current) Dividend reinvestment plan costs Deferred equity commitment costs 6. Borrowings (non-current) Secured against the assets of BrisConnections: Term Debt Facility	264 14 26 40 - -	4,323
		- -
		-
		3,055
		3,055

On Airport Link Opening the principal outstanding under the Construction Facility is converted to the Term Debt Facility. The terms and conditions of each tranche of senior debt, including the term to maturity, the relevant interest rate (including margins) and other conditions associated with these facilities are described in Section 9 of the PDS. BrisConnections will hedge its interest rate exposure through various interest rate swap contracts.

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7. Stapled Securityholders Equity Stapled Units in BrisConnections Investment Trust issued pursuant to the Offer (i) Stapled Units in BrisConnections Holding Trust issued pursuant to the Offer Stapled Units in BrisConnections Investment Trust issued pursuant to the Deferred Equity issue (ii) Stapled Units in BrisConnections Holding Trust issued pursuant to the Deferred Equity issue Distributions - Return of Capital (iii) Stapled Units issued pursuant to the DRP (iii) Unit issue costs	Allotment $ million 405 4 - - - - (64) 345	Airport Link Opening $ million 1,257 12 198 2 (328) 340 (80)
		1,401

(i) Two further instalments of $1 each per Stapled Unit are receivable nine months and eighteen months from Allotment Date. The receivable is fully underwritten as part of the initial application for the Stapled Units.

(ii) Pursuant to the Deferred Equity Commitment Deed, $200.0 million of Stapled Units will be subscribed for on the Deferred Equity Commitment Date (assumed to occur on Airport Link Opening). The obligation to subscribe for Stapled Units under the Deferred Equity Commitment Deed is secured by direct pay letters of credit. The estimated fair value ($48 million) of the equity instrument relating to the Deferred Equity Contribution has been included within equity at Airport Link Opening.

(iii) Distributions will be paid on a semi-annual basis to the Unitholders. Distributions during the period from Allotment Date to Airport Link Opening have been disclosed as a return of capital on the assumption that no accounting profit is generated during this period.

BrisConnections has established a DRP which will operate from Allotment Date until the Fixed Distribution Period terminates, or such later date as the Directors determine. Stapled Units will be issued under the DRP at a 5% discount to the Average Price of the Stapled Units. Unless Unitholders elect otherwise in writing, distributions payable on the Stapled Units will be reinvested in further Stapled Units under the DRP. Unitholders may elect not to participate in the DRP.

The first fixed distribution of $24 million is not underwritten. Thereafter, fixed distributions payable to Unitholders during the period to Airport Link Opening are fully underwritten by the DRP Underwriter, whereby any cash distributions during this period are funded by the issue of new Stapled Units.

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8. Expenditure Commitments Capital expenditure BrisConnections has entered into a construction contract to complete the required construction activities over the expected period of 47 months from Allotment Date. Non-cancellable construction commitments contracted for, but not recognised in the balance sheet, are payable as follows: Payable not later than one year Later than one year and not later than five years Later than five years 9. Financing Facilities IPO Equity Bridge Facility Drawn Committed Construction Facility Drawn Committed Reserve Facility Drawn Committed Term Debt Facility Drawn Committed State Bridge Facility Drawn Committed Equity Bridge Facilities Drawn Committed	Allotment $ million 1,010 1,489 - 2,499 - 458 - 3,055 - - - - - - - 200	Airport Link Opening $ million - - -
		-
		- -
		- -
		- 111
		3,055 -
		47 -
		- -

Drawdowns of the Construction Facility, which is converted to the Term Debt Facility on Airport Link Opening, are made in accordance with a committed drawdown schedule and will be used to fund committed capital expenditure, interest and other expenses incurred during the Construction Period, which are outlined in Section 9 of the PDS.

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Our ref 86008/02/AJD Date 24 June 2008

Level 4 108 Wickham Street Fortitude Valley QLD 4006 Tel +61 7 3023 6000 Fax +61 7 3023 6023 www.arup.com

BrisConnections Management Company Limited Units 5a & 5b West End Corporate Park 305 Montague Road WEST END QLD 4101

For the attention of The Directors

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Dear Sirs

Traffic forecasts for the Airport Link Project

1 Purpose of the report

1.1 Introduction

Arup Pty Limited (“Arup”) prepared traffic forecasts and implied toll projections for the Airport Link Project (“APL”). This report summarises Arup’s traffic forecasts for APL and has been prepared to be included in a Product Disclosure Statement (“PDS”) dated on or about 24 June 2008 for the offering of Stapled Units in BrisConnections.

Arup is a global engineering and consulting firm with extensive experience in traffic demand modelling and traffic and transport planning and engineering. Arup has a detailed understanding of transport and traffic issues within Brisbane and South East Queensland. Arup, in conjunction with Sinclair Knight Merz developed the Brisbane Strategic Transport Model for Brisbane City Council (“BCC”), Queensland Transport and the Queensland Department of Main Roads (“QDMR”) in 2000. This model has been progressively maintained and updated by BCC and applied to the majority of road planning projects within Brisbane, by or on behalf of BCC and QDMR.

Arup has previously been involved in traffic forecasting studies for several other major road and toll road projects, both in Australia and overseas including the Inner City Bypass, Bruce Highway, Brisbane Airport Northern Access Road, Ipswich Motorway, Centenary Highway and BrisConnections’ North South Bypass Tunnel (“NSBT”) bid in Brisbane, City Link bid in Melbourne, the Lane Cove Consortium bid in Sydney, the Indiana Toll Road bid and SH 121 in Texas in the United States and the Tyne River Crossing in the United Kingdom.

The remainder of this report outlines:

The methodology adopted for the traffic modelling process
The key assumptions underlying the traffic forecasts for APL
The traffic forecasts for APL
The proposed toll regime for APL

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Arup Arup Pty Ltd ABN 18 000 966 165

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Page 2

2 Methodology

Arup was appointed by BrisConnections as the lead traffic consultant responsible for the traffic forecasts for APL that form the basis of the Revenue Forecasts.

Arup, as lead traffic consultant, engaged the following specialist sub-consultants:

Access Economics provided forecasts of the future population and employment in metropolitan Brisbane and South East Queensland. Access Economics also provided advice on the growth in value of travel time savings (“VTTS”) over time.
Spiller Gibbins Swann conducted a review of land use and population trends across metropolitan Brisbane together with analysis of the changes in development patterns as a result of the improved accessibility provided by major infrastructure improvement projects.
UrbisJHD conducted a review of land use and population trends across metropolitan Brisbane focusing on planning and property trends for key areas.
The Hensher Group provided advice on the development of the VTTS for different road user types.
IMIS assisted in calibrating the commercial vehicle aspects of the base year traffic model.
Sd+D provided forecasts of truck movements within Brisbane.

2.1 Traffic modelling

Traffic modelling is the process of estimating the number of trips made on the road network. The traffic modelling process involves four key considerations:

trip generation (ie how many people are travelling to and from an area?)
trip distribution (ie where do their trips begin and end?)
mode choice (ie what mode of transport do they use?)
traffic assignment (ie which route do they choose?).

2.2 Base year traffic model

In order to develop a model capable of generating traffic forecasts (APL Traffic Model), Arup first developed a base year model using 2004 traffic flows (Base Year Traffic Model). The Brisbane Strategic Transport Model (BSTM), the primary transport planning tool in Brisbane, was adapted by Arup in the development of the Base Year Traffic Model.

Using internationally accepted modelling techniques, processes and modelling software, the Base Year Traffic Model generated modelled volumes and travel times for the Brisbane road network in the Base Year (2004). The time period modelled was the weekday morning (AM) peak period, between 7.00am and 9.00am.

The development of the Base Year Traffic Model included the following steps:

Base Year Road Network

The base year road network was extensively reviewed to reflect the existing physical conditions throughout the Brisbane Statistical Division. This included adjusting lane capacities to reflect on-street parking zones, clearways, bus zones, transit lanes and the like.

Base Year Trip Tables

The Base Year Traffic Model incorporated trip tables for three vehicle types - cars, Light Commercial Vehicles (LCVs) and Heavy Commercial Vehicles (HCVs). These tables were formulated through an analysis of Brisbane employment and population data and allow the behaviour of different vehicle types and users to be accounted for.

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Page 3

Network Calibration

The Base Year Traffic Model was calibrated and validated using internationally accepted best practice criteria[1] designed to assess the model’s “goodness of fit” between modelled values and actual surveyed volumes. The Base Year Traffic Model satisfied all of these criteria, as demonstrated in Table 2.1.

Table 2.1 – Calibration and Validation Criteria

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

Criteria Achieved
----- End of picture text -----

Comparisons to observed volumes on specific roads	�
Comparisons to observed volumes across a series of roads (screenline)	�
Toll diversion for other current toll roads in the existing network (ie Gateway Bridge)	�
Convergence / stability of the model	�
Overall goodness of fit of model results for all roads in the network	�
Comparison to observed key journey times on alternative routes to Airport Link	�
Additional comparisons to observed volumes for commercial vehicles	�

2.3 Future year forecasts

Using the calibrated Base Year Traffic Model, the APL Traffic Model was used to forecast traffic demand for APL for the following future years - 2012, 2016, 2022, 2026 and 2031 (Future Year Traffic Models).

Each Future Year Traffic Model was based on a road network and trip tables corresponding to the respective forecast year. The preparation of each Future Year Traffic Model involved the following key steps:

Future Year Road Network Assumptions

The road network for each forecast year was developed from an assessment of current road project commitments and other capacity changes expected in the short, medium and long-term. This was drawn from BCC and QDMR commitments, a review of APL Environmental Impact Statement documentation and other sources. The forecast road network includes the Gateway Upgrade project and TransApex projects (eg. Airport Link, North-South Bypass Tunnel (NSBT), Hale Street Link, Northern Link and East-West Link).

The Airport Roundabout Upgrade (ARU) has been included in the Airport Link Project, although it will be handed back to the State Government upon completion. A flyover solution from the East-West Arterial to Airport Drive will be built, as will an upgrade of the East West Arterial from 2 to 3 lanes in both directions. This will now create a continuous motorway standard road from Airport Drive to the Inner City, including motorway standard connections to the Inner City Bypass, North South Bypass Tunnel and beyond.

Future Year Trip Tables

Future year trip tables were developed taking into account anticipated changes in population, employment and future public transport mode share for Brisbane.

Traffic Forecasts

Traffic forecasts for the APL corridor for future years were made by applying the trip tables to the network. In applying trips to the network, the APL Traffic Model takes into account capacity constraints, traffic congestion, travel speeds and the resulting trip times on roads in the network including APL. The APL Traffic Model uses VTTS to value the potential travel time savings from using APL compared to the costs of the tolls charged on APL.

1 Highways Agency (1997) Design Manual for Roads & Bridges , Volume 12, Highways Agency: London

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3 Key assumptions

In preparing traffic forecasts it is necessary to make a number of assumptions. This section sets out some of the key assumptions used in the APL Traffic Model. The assumptions adopted are considered reasonable given the data currently available at the time of the preparation of the traffic forecasts.

3.1 Population and employment growth

The key determinants of the amount of traffic on a road network are the levels of population and employment in the surrounding region. Greater population and employment levels generate higher trip numbers, which in turn generally increases road usage.

Access Economics prepared forecasts of population and employment in Queensland and metropolitan Brisbane. The population and employment projections are summarised in Table 3.1.

Table 3.1 – Population and Employment Projections (millions)

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

Population (million) Employment (million)
Forecast Year South East South East
Brisbane Brisbane
Queensland Queensland
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2006	1.848	2.689	0.968	1.318
2011	2.064	3.015	1.122	1.522
2016	2.294	3.362	1.229	1.679
2021	2.532	3.722	1.330	1.825
2026	2.766	4.089	1.431	1.960
2031	3.001	4.460	1.536	2.124

Source: Access Economics (2007)

3.2 Road network capacity improvements

The distribution of the traffic generated from the population and employment growth is influenced by where and when road network capacity improvements occur and by the effects of congestion on travel time.

Arup applied their considerable local knowledge to estimate the form, capacity and connections offered by each road project and the likely timing of each improvement including any staged implementation. This included adjusting lane capacities to reflect expected operational improvements, changes to signalised intersection operations, on-street parking zones, clearways, bus zones, transit lanes and the like.

3.3 Public transport mode share

In recent years the BCC and the Queensland State Government have invested heavily in the development of the public transport network in Brisbane. Despite this, the proportion of total trips undertaken using public transport has increased only marginally from 6.9% in 1992 to 8% in 2004.

Arup has assumed that the 2004 mode share split will broadly be maintained over the forecast period.

3.4 Expansion factors / annualisation

The APL Traffic Model provides a forecast traffic volume for a two hour weekday AM peak period. Annualisation and expansion factors have been used to convert AM peak period traffic flows to Annual Average Daily Traffic (AADT) and Annual Average Weekday Traffic (AAWT).

In order to develop appropriate expansion and annualisation factors for APL, traffic count data was compiled for APL feeder routes based on actual traffic flow data collected over a 12 month period. The expansion and annualisation factors also take into account a reduction for tolled routes compared with free routes. The AADT and AAWT expansion and annualisation factors used in the APL Traffic Model are shown in Table 3.2.

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Table 3.2 – APL Expansion and Annualisation Factors

	2 hour AM peak to AAWT Factor	Cars Annualisation (equivalent days)	2 hour AM peak to AADT Factor	2 hour AM peak to AAWT Factor	LCVs Annualisation (equivalent days)	2 hour AM peak to AADT Factor	2 hour AM peak to AAWT Factor	HCVs Annualisation (equivalent days)	2 hour AM peak to AADT Factor
2012	7.11	349	6.79	6.96	286	5.44	6.61	315	5.70
2016	7.17	350	6.87	7.02	287	5.52	6.67	316	5.77
2022	7.26	352	7.00	7.11	289	5.62	6.75	318	5.88
2026	7.32	353	7.07	7.17	290	5.70	6.82	319	5.96
2031	7.40	354	7.17	7.25	291	5.78	6.89	320	6.04

Note: Factors are applied to the 2 hour AM peak period traffic flows to estimate AAWT & AADT.

3.5 Peak spreading & capping

Peak spreading occurs when car users adjust their travel times to avoid the most congested period. There is evidence that peak spreading has and is continuing to occur in the Brisbane network. The traffic forecasts have been prepared assuming that where the AM peak demand exceeds capacity, the additional demand will be accommodated in periods either side of the peak period until those periods also exceed capacity in which case the demand is assumed to find an alternative route, change mode or not undertake the trip.

3.6 Ramp-up

When any new motorway opens, there is a period known as the ramp-up period during which actual traffic volumes are less than forecast total demand because it takes time for drivers to become accustomed to the new road, learn which trips it can service and for other traffic to rebalance. Ramp-up on APL is expected to benefit from the following:

Brisbane already has three toll roads; the Gateway Bridge, the Gateway Motorway Extension (between the Pacific Motorway and Logan Motorway) and the Logan Motorway. Brisbane motorists are familiar with the practice of paying to use toll roads.
Currently, Queensland Motorways Limited (“QML”) is actively expanding the electronic tag base in Brisbane. It has recently been announced by the State Government that QML will move to fully free-flow electronic tolling by July 2009 in preparation for the completion of the Gateway Upgrade Project. These tags will be fully interoperable on APL.
Other TransApex projects (NSBT and Hale Street Bridge) will already be in operation two years ahead of APL which will increase electronic tag penetration in Brisbane.
All toll roads in Brisbane are planned to be fully electronic well before the APL is completed.
Drivers will require very limited new learning to use APL as the entry points are located on major motorways and arterial roads that are already on many drivers existing routes
A ramp-up profile of 15 months is assumed for APL. This profile is shown in Figure 3.1.

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Figure 3.1 – APL Weighted Ramp-up Profile
120%
100%
80%
60%
40%
20%
0%
0 3 6 9 12 15 18
NB: Month zero is opening month. Ramp-up proportions are average for the month.
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3.7 Traffic on APL feeder roads

The historic and forecast levels of traffic growth for the feeder roads to APL are set out below. Feeder roads to APL have exhibited high levels of growth given the inherent capacity in these roads to accommodate growth in trips in the Brisbane network.

Table 3.3 – Historical and Forecast Feeder Road Growth Rates in APL Corridor

	Tollable Section 1 Feeder Roads	Tollable Section 2 Feeder Roads	Tollable Section 3 Feeder Roads
Historic Traffic Growth (2000-2006)	6.4%	6.6%	9.0%
Forecast Traffic Growth (2004-2012)	6.2%	4.9%	6.0%

Table 3.3 shows that whilst traffic will continue to grow, future traffic growth on feeder roads in the APL corridor is expected to be lower than historic growth levels as a result of increasing levels of congestion.

APL benefits from a redistribution of traffic through the corridor due to the additional capacity it provides. It could therefore be expected that the corridor growth rates incorporate a level of suppressed demand that would not be released without APL.

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4 Traffic forecasts

There are a number of factors which are expected to contribute to the growth in traffic on APL during the term of the concession. In particular:

Strong population, employment and economic growth in Brisbane and the South East is expected to continue.
Substantial inner city and CBD development is currently underway and is forecast to continue. This is expected to increase traffic flow to and from the CBD
The demand for air travel through Brisbane Airport has been significant over the past decade and is expected to continue to grow significantly.
Significant commercial development is underway and more is planned over the next 10 to 20 years at Brisbane Airport and the Australia TradeCoast precincts.
Significant road network capacity improvements are underway or planned over the next 10 years in proximity to the APL.

4.1 Daily forecast by tollable section

APL has three tollable sections:

Tollable Section 1 from Bowen Hills to Kedron which links the CBD with the northern suburbs of Brisbane.
Tollable Section 2 from Bowen Hills to Toombul which links the CBD to Brisbane Airport and Australia TradeCoast.
Tollable Section 3 from Kedron to Toombul which links the north-western suburbs to Brisbane Airport and Australia TradeCoast.

The AADT forecasts for 2012, 2016, 2022, 2026 and 2031 for APL are detailed in Table 4.1 by tollable section. The 2012 forecasts do not include a discount to account for the ramp-up profile shown in Figure 3.1.

Table 4.1 – APL AADT Traffic Forecasts

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Vehicle class
2012 2016 2022 2026 2031
and direction
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Vehicle class and direction	2012 2016	2012 2016	2022	2026	2031
Tollable Section 1	– Bowen Hills to/ from Kedron
Motorcycle	897	975	1,258	1,385	1,399
Cars	81,289	87,899	112,418	122,889	124,181
LCV	6,734	7,281	9,312	10,180	10,287
HCV	1,677	2,309	4,043	5,386	5,429
All Vehicles	90,597	98,464	127,032	139,839	141,296

Tollable Section 2	– Bowen Hills to/ from Toombul
Motorcycle	671	795	823	955	1,001
Cars	60,821	71,255	72,028	83,023	86,642
LCV	5,038	5,903	5,967	6,877	7,177
HCV	1,223	2,333	4,340	5,607	6,284
All Vehicles	67,753	80,285	83,158	96,463	101,104

Tollable Section 3	– Kedron to/ from Toombul
Motorcycle	350	419	552	547	478
Cars	31,542	37,600	48,452	48,021	41,438
LCV	2,613	3,115	4,014	3,978	3,433
HCV	809	1,205	2,690	2,726	2,889
All Vehicles	35,314	42,338	55,707	55,272	48,237

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4.2 Initial daily forecasts after opening

Table 4.2 shows the ADT forecasts over the first 15 months of operation when ramp-up is taken into account. Table 4.2 – APL ADT Forecasts (after opening)

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ADT forecasts (vehicles per day) including “ramp up”
Months After Tollable Section 1 – Bowen Tollable Section 2 – Bowen Tollable Section 3 –
Opening Hills to/from Kedron Hills to/from Toombul Kedron to/from Toombul
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1 month	67,948	46,749	21,188
3 months	78,819	56,912	27,898
6 months	85,161	62,333	31,782
9 months	86,067	63,688	32,489
12 months	87,879	65,043	33,195
15 months	91,089	68,536	35,753

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5 Tolls

5.1 Toll structure

Table 5.1 summarises the base tolling structure for APL. In 2006, the base toll level for cars was set at $4.00 for Tollable Sections 1 and 2, and $3.00 for Tollable Section 3. Toll levels will be escalated over the concession period by CPI and the toll rate adjusted by vehicle type. Assuming BrisConnections’ forecast for CPI, this equates to $4.76 and $3.57 respectively by the time APL is expected to open in 2012.

Table 5.1 – Forecast APL Tolls

Vehicle Type	Toll (inclusive of GST) June 2006 price June 2012 price (Forecast) Tollable Sections 1 & 2 Tollable Section 3 Tollable Sections 1 & 2 Tollable Section 3	Toll (inclusive of GST) June 2006 price June 2012 price (Forecast) Tollable Sections 1 & 2 Tollable Section 3 Tollable Sections 1 & 2 Tollable Section 3	Toll (inclusive of GST) June 2006 price June 2012 price (Forecast) Tollable Sections 1 & 2 Tollable Section 3 Tollable Sections 1 & 2 Tollable Section 3	Toll (inclusive of GST) June 2006 price June 2012 price (Forecast) Tollable Sections 1 & 2 Tollable Section 3 Tollable Sections 1 & 2 Tollable Section 3
All Cars	$4.00	$3.00	$4.76	$3.57
Light Commercial Vehicles	$6.00	$4.50	$7.14	$5.36
Heavy commercial Vehicles	$10.60	$7.95	$12.61	$9.46

5.2 Toll per km

Figure 5.1 compares the APL car toll on a cents per kilometre basis with estimated tolls for a number of other tolled tunnels in Australia. While it does not include a tunnel component, the Gateway Bridge was included to provide a Brisbane based comparison.

The tolls were compared on an estimated 30 June 2012 basis to conform to the actual toll that will be charged when APL opens. The analysis relies on a number of assumptions regarding the escalation factors for the tolls and the length of the respective tunnels. The APL toll as at June 2006 was increased in line with Brisbane CPI, consistent with the regime proposed for the APL concession. The current or proposed tolls for the other tunnels were estimated using publicly available information and were either escalated at Australian weighted capital cities CPI or at a rate consistent with the applicable regime to derive an average 2012 toll rate.

Figure 5.1 shows that on a cents per kilometre basis, APL will be one of the cheapest tunnels in Australia in 2012. The rate of $0.71/km for an APL trip to the airport is lower than Sydney Harbour Tunnel ($0.86/km) and Lane Cove Tunnel ($0.82/km), and almost half the rate of the average for the sample ($1.25/km).

With the inclusion of the Airport Roundabout Upgrade as part of Airport Link, the tolls in dollars per kilometre will be $0.51/km for trips from the CBD to the Airport and $0.62/km for trips from the north-west suburbs to the Airport.

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Figure 5.1 – Comparison of Tunnel Toll Roads in Australia
2.5
2.0
1.5
1.0
0.5
0.0
M1: ED NSBT Lane Cove SHT Burnley Bolte Bridge EastLink Gateway Cross City Domain AirportLink AirportLink AirportLink AirportLink AirportLink
(Sydney) (Brisbane) (Sydney) (Sydney) Tunnel (Melbourne) Tunnel Bridge (Sydney) Tunnel (TS1) (TS2) (TS3) (TS2) (TS3)
(Effective) (Effective) (Melbourne) (Melbourne) (Brisbane) (Melbourne)
excluding ARU including ARU
$/Km
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Note – effective tolls for SHT and ED are the one-way toll divided by 2 to recognise non-payment for the return journey * ARU – Airport Roundabout Upgrade

5.3 APL travel time savings

Table 5.2 shows the average AM 2 Hour peak period travel time savings forecast to be gained by using APL, as opposed to the most logical alternative route to each of the tollable sections.

Table 5.2 – Potential Travel Time Savings

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2012 2016 2022
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Tollable Section	1	12-16	minutes	13-17	minutes	35-46	minutes
Tollable Section	2	13-17	minutes	17-22	minutes	36-47	minutes
Tollable Section	3	9-12	minutes	9-12	minutes	16-21	minutes

The travel times on APL are forecast to be approximately half the travel time on the most logical alternative route during the AM 2 Hour peak period.

5.4 Combined usage of APL and NSBT

Given the contiguous nature of APL and NSBT, there will be a proportion of users of APL that will use both motorways, given the lack of spare cross-river capacity in the corridor south of the CBD in conjunction with a lack of additional capacity on the arterial roads north of the CBD to the northern suburbs and Brisbane Airport.

On a $/km basis, the combination of APL and NSBT ($0.68 to $0.78 / km) is cheaper than a combination of CityLink segments including Burnley Tunnel and Bolte Bridge ($1.31 / km), Domain Tunnel and Bolte Bridge ($1.99 / km), and comparatively similar to the effective $/km of Sydney Harbour Tunnel and Eastern Distributor ($0.72 / km). When the Airport Roundabout Upgrade component of Airport Link is included, the effective rate of using both Airport Link and NSBT is reduced further to $0.57/km.

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Figure 5.2 – Comparison of Composite Tunnel Toll Road Trips in Australia
2.00
1.75
1.50
1.25
1.00
0.75
0.50
0.25
0.00
SHT and M1:ED SHT and M1:ED CityLink (Bolte CityLink (Domain NSBT and Airport NSBT and Airport NSBT and Airport
(Effective) Bridge & Burnley Tunnel & Bolte Link (TS1) Link (TS2) Link (TS2)
Tunnel) Bridge)
excluding ARU including ARU
$/km
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Note – effective tolls for SHT and ED are the one-way toll divided by 2 to recognise non-payment for the return journey * ARU – Airport Roundabout Upgrade

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6 Conclusion

The traffic forecasts for APL are considered achievable and are based on reasonable assumptions.

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7 Reliance statement

This report presents the traffic forecasts for APL and has been prepared at the request of BrisConnections for inclusion in the PDS.

Arup is a global firm of designers, engineers, planners and business consultants providing a diverse range of professional services.

Arup was engaged by Macquarie Capital Group Limited, Thiess, and John Holland (the Sponsors) to prepare traffic forecasts for APL for the benefit of:

the Sponsors, including their substitutes and assigns;
the respective related bodies corporate of each of the Sponsors (including their substitutes and assigns);
BrisConnections, the directors of such entities or the trustee of such entities and any due diligence committees as may be constituted from time to time;
the Lenders; and
the Investors and Underwriters (including substitutes and assigns) and the directors from time to time of the Underwriters, (the Parties).

Arup delivered its report titled “Airport Link Patronage Forecasting” dated 4 June 2008 (the Main Traffic Report) on 24 June 2008.

This report provides a summary of the method and assumptions set out in the Main Traffic Report and in some aspects provides additional information and commentary beyond that contained within the Main Report. In Arup’s opinion, the traffic projections are based on reasonable assumptions and the traffic projections are reasonable.

1. Key assumptions

In conducting its review, Arup adopted the key assumptions set out in section three of this summary report, which are in its view reasonable.

If any of the above assumptions does not apply, then the traffic projections and other opinions and conclusions stated in the Main Traffic Report and summarised in this report may vary significantly.

2. Methodology Overview

In preparing its projections, Arup utilised the method outlined in section two of this report to arrive at opinions and conclusions in relation to APL.

3. Limitations

This report is subject to the following limitations and disclaimers:

This report has been prepared for the PDS solely for the purpose of providing an overview of Arup's views on traffic projections for APL. Traffic projections are only a prediction of what might happen in the future and may not be achieved. The projections rely on a complex set of data inputs, modelling procedures and underlying assumptions.
To the maximum extent permitted by law no warranty, expressed or implied, is made by Arup and no duty of care is owed by Arup, to any person, other than the Parties listed above, in connection with the professional advice included in the Main Traffic Report or this report.
To the maximum extent permitted by law, and subject to the requirements of the Corporations Act, no other warranty, expressed or implied, is made as to the professional advice included in the Main Traffic Report or this report.
Arup does not and cannot represent or warrant that all material traffic issues relevant to APL have been identified in the Main Traffic Report or this report or within the broader PDS.
The methodology adopted and sources of information used by Arup are summarised in this report.

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Opinions and conclusions presented in this summary report apply to the design produced for BrisConnections for APL and the assumed road network arrangements at the time of the preparation of this report and necessarily cannot apply to changes made in the process of final design. To the maximum extent permitted by law and subject to the requirements of the Corporations Act, Arup disclaims responsibility for any changes that may occur after the preparation of this report.
The nature of Arup’s review assumed certain intentions expressed by BrisConnections as to tolling arrangements, operation, signage and marketing of APL. Any variance from those intentions will have an impact on actual results and may therefore affect the conclusions drawn in the Main Traffic Report and in this report. Arup takes no responsibility for any divergence between their understanding of tender intentions and the actual APL implementation.
This report addresses only Arup’s key findings in the Main Traffic Report. This means that certain elements or details of the Main Traffic Report are not included in this report, and such matters or details may be relevant to a more detailed understanding of Arup’s work and findings (which are beyond the purpose of this report). This report may only be relied upon subject to the limitation of liability referred to below.
In accordance with regulation 7.6.01(1 )(u) of the Corporations Regulations 2001 and sections 947B(2)(d) and (e) of the Corporations Act, Arup makes the following disclosures:
Arup was engaged by the Sponsors to provide traffic projection services including preparing this report and the Main Traffic Report. Under the terms of that engagement, Arup has received fees and expense reimbursement of a total of $4,687,755.74 excluding GST (of which an amount of $1,982,992.66 excluding GST is payable upon the Sponsors achieving financial close).
Arup has the benefit of other contractual terms including an agreed limitation of Arup's liability as follows: “Arup’s total liability arising in any way out of or in connection with the Services, this Contract and any other representation, statement or agreement herein, whether in contract, in tort, for breach of statutory duty or otherwise whether to the Sponsor Group or any member of the Sponsor Group or to any other party, shall not exceed ten million dollars (AUD $10,000,000). This limitation of liability does not apply to any liabilities, losses, costs and expenses which have been caused by the gross negligence, recklessness, wilful misconduct, or fraud of Arup.”
Arup has been separately engaged by the D&C Contractor to BrisConnections to provide design engineering services.
Arup anticipates that further engagements in relation to the provision of traffic and design services may be entered into with, BrisConnections and other related companies and some of these other engagements in relation to the APL could result in significant fees to Arup.
Arup has no intention to make any direct or indirect investment in BrisConnections or its members or their business interests and has no commercial interests in the financial products being offered other than as a service provider to the BrisConnections.
this report does not give and should not be interpreted as giving an opinion or advice on a financial product within the meaning of section 766B of the Corporations Act or Section 12BAB of the Australian Securities and Investments Commission Act 2001 (Cwlth). Financial product advice can only be given by advisers holding an Australian Financial Services Licence. Arup is not operating under an Australian Financial Services Licence in providing this report or the Main Traffic Report.
Other limitations and qualifications as described in this report.
This report does not purport to give legal advice.

4. Traffic forecasts

The traffic forecasts are summarised in Section four of this summary report.

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5. Definitions

BrisConnections: BrisConnections Management Company Limited, BrisConnections Holding Trust, BrisConnections Investment Trust, BrisConnections Investment Trust 2, BrisConnections Asset Trust, BrisConnections Holding 2 Pty Ltd, BrisConnections Operations Pty Ltd, BrisConnections Finance Pty Ltd, BrisConnections Contracting Pty Ltd, Northern Busway Contracting Pty Ltd and BrisConnections Nominee Company Pty Ltd
Investor: Investor in the Stapled Units
Lenders: The providers of the Debt Financing Facilities from time to time and may, where the context permits, include any agent or trustee of such lenders.
Underwriters: Macquarie Capital Advisers Limited, Credit Suisse (Australia) Limited, Deutsche Bank AG, Sydney Branch and JP Morgan Australia Limited.

Yours faithfully

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Andrew Douglas Principal

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Additional Information

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11 Additional Information

11.1 Reporting and disclosure obligations

Each of the BrisConnections Unit Trusts will be a ‘disclosing entity’ under the Corporations Act and will be subject to regular reporting and disclosure obligations under the Corporations Act, including the preparation of annual reports and half yearly reports. Copies of documents lodged with ASIC will be available to the public and may be obtained from, or inspected at, an ASIC office upon payment of ASIC’s prescribed fee. You have the right to obtain a copy of each annual report, half year report and any continuous disclosure notice from BrisConnections, free of charge. These documents may also be accessed on the ASX website. As at the date of this PDS, BrisConnections has not lodged with ASIC any annual report or half year report and has not given any continuous disclosure notice to ASX.

Following listing on ASX, BrisConnections will be required to notify ASX of information about specific events and matters as they arise for the purposes of ASX making that information available to the public. In particular, BrisConnections will have an obligation under the Listing Rules (subject to certain exceptions) to notify ASX immediately of any information of which it becomes aware which a reasonable person would expect to have a material effect on the price or value of the Stapled Units. This information will be available to the public and may be accessed on the ASX website.

11.2 Availability of documents

The following documents are available for inspection at the offices of BCMCL between 9.00am and 5.00pm Australian Eastern Standard Time on Business Days. Alternatively, a copy may be requested (to be provided free of charge) by contacting the BrisConnections Offer Information Line on 1800 236 994:

Constitution of BrisConnections Holding Trust;
Constitution of BrisConnections Investment Trust;
Compliance plan of BrisConnections Holding Trust;
Compliance plan of BrisConnections Investment Trust; and
DRP Rules.

11.3 Investment considerations

BCMCL does not take into account labour standards or environmental, social or ethical considerations in the selection, retention or realisation of investments of BrisConnections.

11.4 Summary and Constitutions of the Brisconnections Unit Trusts

The main rules governing the operation of the BrisConnections Unit Trusts are set out in the Constitutions of each BrisConnections Unit Trust (each a Constitution). The Corporations Act, exemptions and declarations given by ASIC, the Listing Rules (subject to waivers) and the general law of trusts are also relevant to the rights and obligations of BCMCL and Unitholders.

The terms and conditions of the Constitutions are binding on Unitholders and BCMCL.

The main provisions of each Constitution are very similar and are summarised below.

Principal investment policy

The principal investment policy of each BrisConnections Unit Trust is the holding (either directly or indirectly) of investments or interests in the Project and providing financial assistance to any entity in BrisConnections (and certain other incidental activities). The principal investment policy may be varied by BCMCL only with the approval of a special resolution of Unitholders passed at a joint meeting of the BrisConnections Unit Trusts. Any other developments and any other investment (such as in another road project) would require the approval of Unitholders except where the development or investment is in accordance with any options approved by the State in connection with the Airport Link project.

Stapling

The Constitutions contain provisions which provide that BrisConnections Investment Trust units are to be stapled to BrisConnections Holding Trust units. Stapling means that BrisConnections Investment Trust units must not be transferred, issued or otherwise dealt with without a corresponding and contemporaneous transfer, issue or dealing of BrisConnections Holding Trust units and vice versa. Essentially, the BrisConnections Investment Trust units and the BrisConnections Holding Trust units are attached such that they are treated as one joint security.

BCMCL must use every reasonable endeavour to procure that while the Stapled Units are officially quoted on ASX as one joint security, they are dealt with in a manner consistent with stapling.

The Constitutions also contain provisions for the Stapled Units to be de-stapled. However, Stapled Units may not be de-stapled without a special resolution of the Unitholders at a joint meeting of the BrisConnections Unit Trusts. In addition, no stapling provision of the Constitutions may be amended or deleted without a special resolution of the Unitholders at a joint meeting of the BrisConnections Unit Trusts.

The Constitutions provide for the sharing of information between the BrisConnections Unit Trusts in relation to the preparation of financial accounts, the adoption of the same valuation and accounting policies, the provision of all reports, circulars and other information required by law or the Listing Rules or which may be reasonably desirable to provide to Unitholders.

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Partly paid Stapled Units

BCMCL has the power to issue partly paid Stapled Units. Either all the Stapled Units on issue will be partly paid or all will be fully paid. There will never be both partly paid and fully paid Stapled Units on issue at the one time.

Subject to the Corporations Act and the Listing Rules, BCMCL may revoke or postpone the payment of the Second Instalment and/or the Final Instalment and may extinguish in full or in part any liability of Unitholders in respect of any monies unpaid on the Stapled Units. Subject to the Listing Rules, the non-receipt of a notice that the Second Instalment or Final Instalment is due, or the accidental omission to give a Unitholder a notice that the instalment is due, does not invalidate the instalment being due.

Legal entitlement and joint holdings

Unless otherwise required by law, only persons registered as Unitholders are recognised as having any interest in the BrisConnections Unit Trusts. Where two or more Unitholders are registered as jointly holding Stapled Units, those Unitholders hold as joint tenants with rights of survivorship unless BCMCL agrees otherwise.

Distributions to Unitholders

Entitlement

A Unitholder’s entitlement to a Distribution is calculated on a proportionate basis according to the number of Stapled Units the Unitholder holds.
Distributions must be paid to a Unitholder within six months of the relevant Distribution Calculation Date. An eligible person registered as a Unitholder on a record date determined by BCMCL is entitled to receive the Distribution for the Distribution Period notwithstanding a transfer or transmission of Stapled Units after the record date.

Other Distributions

BCMCL, as the Responsible Entity of the BrisConnections Unit Trusts, may at any time distribute any amount of capital or income to Unitholders pro rata according to the number of Stapled Units held as at a time determined by BCMCL. The Distribution may, at the election of the Responsible Entity, be in cash or by way of issue of additional Stapled Units (in which case, while the Stapled Units are officially quoted on ASX as one joint security, they will be issued at a 5% discount to the Average Price of the Stapled Units and such Stapled Units will rank equally in all respects with existing Stapled Units).

Limited redemption

If Financial Close does not occur on or before 1 August 2008, or such other date on or before 30 September 2008 agreed by the Lenders, Underwriters and the State, BCMCL must redeem all the Stapled Units for the Initial Instalment and may also redeem some or all of the Stapled Units issued to Thiess Trustee and Macquarie Capital Group in connection with the commencement of the BrisConnections Unit Trusts.

In addition, if a condition subsequent to Financial Close is not achieved on or before 30 September 2008, or the Underwriters and the Lenders determine that a condition subsequent cannot be satisfied, BCMCL must redeem all the Stapled Units.

The Initial Instalment must be repaid on or within 30 days of the date Financial Close is not reached or the date the Underwriters and the Lenders determine that a condition subsequent cannot be met, as applicable. The Initial Instalment will be redeemed at a redemption price equal to the amount paid up on the Stapled Units, and, in the case of Stapled Units redeemed where a condition subsequent cannot be met, less costs of redemption and any other costs incurred for which BCMCL is not indemnified.

Meetings and voting

Rights to request, attend and vote at meetings are mostly prescribed by the Corporations Act. However, the Constitutions also contain provisions to facilitate meetings of Unitholders.

The Constitutions provide that the quorum for a meeting is two Unitholders present in person or by proxy. It allows meetings by electronic means including telephone.

Any ordinary resolution being considered at a meeting is determined by a show of hands unless a poll is demanded. A special resolution must be determined by poll. On a show of hands, a Unitholder present in person and each other person present as a proxy, attorney or representative of the Unitholder has one vote. On a poll, a Unitholder present in person has one vote for each dollar of the value of the Stapled Units held by the Unitholder and each other person present as a proxy, attorney or representative of the Unitholder has one vote for each dollar of the value of the Stapled Units held by the Unitholder that the person represents.

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Small holdings

While the BrisConnections Unit Trusts are officially quoted on ASX, BCMCL may in its discretion from time to time sell any Stapled Units held by a Unitholder which comprise less than a ‘marketable parcel’ as provided in the Listing Rules, without request by the Unitholder. The Responsible Entity may only exercise this power on one occasion in any 12 month period and must conduct the sale in accordance with the procedures set out in the Constitutions.

Powers of BCMCL

BCMCL has all the powers it would have if it were the absolute owner of the assets of BrisConnections Investment Trust and the assets of BrisConnections Holding Trust. BCMCL has wide powers to invest and deal with assets, subject to the principal investment policy.

BCMCL is also permitted to:

Enter into the documents relating to the Project, the Underwriting Agreement and the DRP Underwriting Agreement;
Subject to the Constitutions and the Listing Rules, issue Stapled Units on such terms as it determines;
Take and act upon advice from professionals;
Value the assets of the BrisConnections Unit Trusts at any time;
Determine the net asset value of the BrisConnections Unit Trusts at any time, including more than once a day;
Hold Stapled Units in the BrisConnections Unit Trusts in any capacity; and
Contract with itself or any associate and be interested in any such contract.

Issue Price

While the Stapled Units are Listed, the application price for Stapled Units will generally be such proportion of the market price of a Stapled Unit as BCMCL determines in accordance with the Constitutions, the Corporations Act and the Listing Rules, except for limited exceptions such as the issue of units to Thiess Trustee and John Holland Trustee under the Deferred Equity Commitment Deed and rights offers to all Unitholders.

Indemnity in favour of BCMCL

Subject to the Corporations Act, BCMCL is not liable in contract, tort or otherwise to Unitholders for any loss suffered in any way relating to the BrisConnections Unit Trusts.

BCMCL has a right to be indemnified out of the assets of the BrisConnections Unit Trusts for any liability incurred by it in properly performing or exercising any of its powers or duties in relation to the relevant BrisConnections Unit Trust (including any liability incurred as a result of an act or omission of its appointed delegates and agents). This indemnity is in addition to any indemnity allowed by law.

Liability of Unitholders

Each Constitution limits the liability of each Unitholder to the Issue Price paid or agreed to be paid for their Stapled Units unless a Unitholder incurs ‘user pays’ fees or makes a separate agreement with BCMCL.

Fees of the Responsible Entity

The Constitutions provide that the Responsible Entity is entitled to an annual fee and an early termination fee. For details of the form of payment of these fees, refer to Section 7.

All expenses incurred by the Responsible Entity in relation to the proper performance of its duties in respect of the BrisConnections Unit Trusts are payable or reimbursable from the assets of the BrisConnections Unit Trusts.

Retirement of BCMCL

BCMCL may retire as Responsible Entity of the BrisConnections Unit Trusts as permitted, or when required, by law. When BCMCL retires or is removed, BCMCL is released from all obligations in relation to the relevant BrisConnections Unit Trust arising after the time when BCMCL retires or is removed. BCMCL may, in relation to its retirement, receive a benefit from an incoming Responsible Entity and is not required to account to Unitholders for that benefit. The new Responsible Entity must execute a deed by which it covenants to be bound by the Constitutions as if it had originally been a party to them and the fees to be paid to the new Responsible Entity will not exceed 0.2% per annum of the gross assets of the BrisConnections Unit Trusts for the quarter most recently ended.

Amendment of the Constitutions

The Constitutions may be amended by a special resolution of Unitholders or by deed executed by BCMCL if BCMCL reasonably considers the amendment will not adversely affect the rights of Unitholders.

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11.5 Material document summaries

This Section contains summaries of the material documents entered into by BrisConnections in relation to Airport Link, the Busway and the Airport Roundabout Upgrade. These documents were executed on or prior to the date of this PDS, unless otherwise stated.

Table 11.1 sets out the basic features of the material documents. A more detailed description of some of the material documents has been provided in Sections 11.5.1 to 11.5.25. The summaries of the material documents in this Section 11 are not exhaustive. The material documents summarised have further qualifications to rights and other obligations which are not mentioned here.

Table 11.1 – Material documents

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Title Parties Subject matter
Main Project Documents
Project Deed The State, BC Operations Regulates the relationship of the parties concerning
(Refer to Section 11.5.1) and BC Trustee the design, construction, operation, maintenance and
financing of Airport Link and the design and construction
of the Busway and the Airport Roundabout Upgrade. This
document also allocates risk between the parties.
State Works Deed The State and BC Regulates the basis on which BC Contracting will design and
(Refer to Section 11.5.8) Contracting construct the State Works (which form part of Airport Link)
for the State and the State will pay for those works.
NB Works Deed The State and the NB Works Regulates the basis on which the NB Works Contractor will
(Refer to Section 11.5.9) Contractor design and construct the Busway and the State will pay for
those works.
Airport Roundabout The State, the NB Works Regulates the basis on which the NB Works Contractor
Upgrade Works Deed Contractor and BC will design and construct the Airport Roundabout Upgrade
(Refer to Section 11.5.10) Operations and the State will pay for those works.
Independent Verifier The State, BC Operations, Regulates the performance by the Independent Verifier of
Agreement BC Trustee, BC Contracting, the functions contemplated by the Project Deed, State Works
the NB Works Contractor, Deed, NB Works Deed and Airport Roundabout Upgrade
the Independent Verifier and Works Deed.
the Security Trustee
State Deed of Charge The State, BC Operations, BC Operations, BC Trustee and FinCo charge all their assets
(Refer to Section 11.5.2) BC Trustee and FinCo and undertakings to the State, to secure their obligations
under the State Project Documents.
State Works Contractor The State and BC BC Contracting charges all of its assets and undertakings
Deed of Charge Contracting to the State to secure its obligations under the State
Project Documents.
This document operates in a similar manner to the State
Deed of Charge.
NB Works Contractor Deed The State and the NB Works The NB Works Contractor charges all of its assets and
of Charge Contractor undertakings to the State to secure its obligations under
the State Project Documents.
This document operates in a similar manner to the State
Deed of Charge.
Debt Finance Side Deed The State, BC Operations, Regulates the relationship between BC Operations,
(Refer to Section 11.5.3) BC Trustee, BC Contracting, BC Trustee, BC Contracting, the NB Works Contractor,
the NB Works Contractor, the Lenders and the State and the enforcement of their
FinCo and the Security respective securities.
Trustee
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Title Parties Subject matter
D&C Side Deed The State, BC Operations, Regulates the relationship between the State and the D&C
(Refer to Section 11.5.4) BC Trustee, BC Contracting, Contractor, including in relation to dealing with a default
the NB Works Contractor, under the D&C Contract.
the D&C Contractor, the
D&C Guarantor and the
Independent Verifier
O&M Side Deed The State, BC Trustee, Regulates the relationship between the State and the
(Refer to Section 11.5.5) BC Operations, the O&M Contractor including in relation to dealing with default
O&M Contractor, the under the O&M Contract.
O&M Guarantor and the
Independent Verifier
Agreement to Lease The State and BC Trustee Regulates the basis on which the State will provide BC
(Refer to Section 11.5.6) Trustee with access to land during the Construction Phase
and the Lease and access to land for maintenance purposes
during the Operations Phase.
Lease The State and BC Trustee This is the agreed form of the Lease, which the State will
(Refer to Section 11.5.7) grant to BC Trustee following completion of construction
of Airport Link. It is a schedule to the Agreement to Lease.
Main design, construction and operation documents
D&C Contract BC Operations, BC Trustee, BC Operations, BC Trustee, BC Contracting and the
(Refer to Section 11.5.11) BC Contracting, the NB NB Works Contractor appoint the D&C Contractor to
Works Contractor and the design, construct and commission Airport Link, the
D&C Contractor Busway and the Airport Roundabout Upgrade.
Airport Roundabout The D&C Contractor, the NB Regulates the basis on which the D&C Contractor can
Upgrade Interface Works Contractor and BAC construct the Airport Roundabout Upgrade on BAC land.
Agreement (Refer to
Section 11.5.12)
O&M Contract BC Operations and the BC Operations appoints the O&M Contractor to provide
(Refer to Section 11.5.13) O&M Contractor roadside operation and maintenance services for Airport Link.
Main debt financing documents
Syndicated Facilities FinCo, BC Operations, BC The Lenders which are a party to the Syndicated Facilities
Agreement Trustee, BrisConnections Agreement agree to provide funding to FinCo for the
(Refer to Section 11.5.14) Nominees Pty Ltd, BC purposes of funding Airport Link.
Contracting, the NB Works
Contractor, the Agent, the
Security Trustee and the
Lenders which are a party
to the Syndicated Facilities
Agreement
IPO Equity Bridge Facility BCMCL as Responsible The IPO EBF Lenders agree to provide funding to BCMCL as
Agreement Entity and manager for the Responsible Entity and manager for the BrisConnections Unit
(Refer to Section 11.5.15) BrisConnections Unit Trusts Trusts pending receipt of the Second Instalment and Final
and certain lenders arranged Instalment to facilitate funding of Airport Link.
and led by Macquarie
Financial Holdings
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Title Parties Subject matter
Security Trust Deed and FinCo, the Security Trustee, The Security Trustee agrees to hold for the Lenders which
securities each other Obligor and the are a party to the Syndicated Facilities Agreement, the Agent,
(Refer to Section 11.5.16) Intermediate Entities the Security Trustee and the providers of the interest rate
management hedging the various securities granted by the
Obligors and the Intermediate Entities.
D&C Consent Deed BC Operations, BC Trustee, Regulates the relationship between the Lenders and
(Refer to Section 11.5.17) BC Contracting, the NB the D&C Contractor and contains a guarantee from
Works Contractor, the D&C the D&C Guarantor.
Contractor, D&C Guarantor,
the Security Trustee and
the Agent
O&M Consent Deed BC Operations, the O&M Regulates the relationship between the Lenders and the
(Refer to Section 11.5.18) Guarantor, the O&M O&M Contractor, and contains a guarantee from the
Contractor, the Security O&M Guarantor and an obligation on the O&M Guarantor
Trustee and the Agent to provide a bond, if required.
BAC Consent Deed BAC, the NB Works Regulates the relationship between BAC, the NB Works
(Refer to Section 11.5.19) Contractor, the D&C Contractor, the D&C Contractor and the Lenders and the
Contractor, the Security enforcement of their respective rights to ‘step in’ to the
Trustee and the Agent Airport Roundabout Upgrade Interface Agreement.
Main equity documents
Deferred Equity Thiess Trustee, John Thiess Trustee and John Holland Trustee undertake to
Commitment Deed Holland Trustee, BCMCL subscribe for equity in BrisConnections Investment Trust
(Refer to Section 11.5.20) as Responsible Entity of and BrisConnections Holding Trust on the Deferred Equity
BrisConnections Holding Contribution Date.
Trust and BrisConnections
Investment Trust and others
Management Deeds BrisConnections Certain entities in BrisConnections appoint BC Operations
(Refer to Section 11.5.21) to manage the affairs of BrisConnections.
Underwriting Agreement Macquarie Capital Advisers, The Underwriters agree to underwrite the Initial Instalment
(Refer to Section 11.5.22) Credit Suisse (Australia), and Macquarie Capital Advisers and Deutsche Bank agree to
J.P. Morgan Australia, underwrite the Second Instalment and the Final Instalment
Deutsche Bank, BCMCL (except in relation to partly paid Stapled Units issued under
as Responsible Entity for the DRP).
BrisConnections Holding
Trust and BrisConnections
Investment Trust, BC Trustee
and BC Operations
DRP Rules and DRP Macquarie Capital The DRP Underwriter agrees to underwrite the issue
Underwriting Agreement Advisers, BCMCL as of Stapled Units issued under the DRP during the
(Refer to Sections 11.5.23 Responsible Entity for Fixed Distribution Period, with the exception of the first
and 11.5.24) BrisConnections Holding Distribution for the period ending 31 December 2008
Trust and BrisConnections which will be pre-funded through the Offer.
Investment Trust
Custody Agreement Custodian and BCMCL Under the Custody Agreement, BCMCL appoints the
(Refer to Section 11.5.25) Custodian to hold the property of the BrisConnections
Unit Trusts and the property of BrisConnections
Investment Trust 2 on trust for BCMCL.
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BC Operations, BC Trustee and other members of BrisConnections are also entering into various other documents, setting out their respective rights and obligations in relation to Airport Link, the Busway and the Airport Roundabout Upgrade.

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11 Additional Information continued

Diagram of material documents with the State

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The State
NB Works Deed State Works Deed Agreement Project Deed Airport State Deed
Airport Roundabout State Works Contractor to Lease State Deed Roundabout of Charge
Upgrade Works
Upgrade Works Deed Deed of Charge of Charge
Deed
NB Works Contractor
Deed of Charge
NB Works Contractor BC Contracting BC Asset Trust BC Operations FinCo
Airport Roundabout Upgrade D&C O&M Debt
Contract Contract Financing
Interface Agreement
Documents
BAC D&C Contractor O&M Contractor
Security Trustee Lenders
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11.5.1 Project Deed

The Project Deed sets out the terms on which the Project is to be carried out and the rights and obligations of BrisConnections and the State under the Concession.

Performance bonds to be provided by BrisConnections BrisConnections must give the State a construction bond for $10 million in relation to Airport Link, two bonds for $10 million in relation to the Busway and two bonds for $6.75 million in relation to the Airport Roundabout Upgrade. These bonds secure the payment by BrisConnections of any loss or other amount under the Project Documents.

If BrisConnections does not operate Airport Link satisfactorily, the State may require a further performance bond of up to $20 million (indexed).

Land conditions and environmental issues

BrisConnections bears all risks relating to the condition of the land used for Airport Link, the Busway and the Airport Roundabout Upgrade, including pre-existing or new contamination, discovery of artefacts and latent defects, and any pollution coming from that land.

Construction Phase

Airport Link, the Busway and the Airport Roundabout Upgrade must be built in accordance with the Performance Specifications and the design documentation. BrisConnections’ overall responsibility is to ensure that Airport Link, the Busway and the Airport Roundabout Upgrade are fit for their intended purposes as specified in, or ascertained from, the State Project Documents.

BrisConnections must ensure that the NB Works Contractor achieves Busway Completion in accordance with the NB Works Deed.

BrisConnections must ensure that the NB Works Contractor achieves Airport Roundabout Upgrade Completion in accordance with the Airport Roundabout Upgrade Works Deed.

BrisConnections must use its best endeavours and ensure BC Contracting uses its best endeavours to achieve completion of the construction activities by the expected date for Airport Link Opening.

Although there are construction milestones, a failure to achieve them is not in itself a breach and does not give rise to any damages or payment by BrisConnections, except in the limited case of a failure to complete the Airport Roundabout Upgrade on time, where damages for delay are limited to $40,000 per day and $15 million in aggregate. These obligations are passed through to the D&C Contractor under the D&C Contract.

Delays in construction

If there is a delay in construction, BrisConnections must take all reasonable steps to avoid, mitigate or minimise the consequences of the delay and develop and comply with a corrective action plan.

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Modifications requested by the State

If the State requests a modification to Airport Link, the Busway or the Airport Roundabout Upgrade, BrisConnections must advise its effect on Airport Link, the Busway or the Airport Roundabout Upgrade. If the State accepts BrisConnections’ notice, then BrisConnections must carry out the modification on those terms. If an agreement cannot be reached, the terms on which the modification must be made may be resolved under the dispute resolution provisions (see below). BrisConnections and the State have agreed the terms for implementing certain possible modifications in advance, which the State may elect to implement at its option. The State may also direct BrisConnections to carry out a modification, including where the resolution of a dispute concerning a modification is pending.

Operations Phase

BrisConnections must operate and maintain Airport Link in accordance with ‘operation and maintenance best practices’.

Obligation to keep Airport Link open

Airport Link must be kept open for traffic unless there is a material risk to the health or safety of the general public, or otherwise required by a relevant authority, or otherwise agreed with the State. Lane closure is regulated under Airport Link traffic management plans.

Tolls and fees

The tolls and any fees must be levied in accordance with a toll calculation schedule, which is annexed to the Project Deed. They cannot be varied except in accordance with:

The toll calculation schedule; or
The provisions governing Possible MAE Events (see below).

BrisConnections must obtain the prior approval of the State for any change in the Tolling System used by BrisConnections. The State receives an irrevocable, nonexclusive licence to use BrisConnections’ Tolling System.

BrisConnections must use its reasonable endeavours to enter into an interoperable agreement with the operators of other Australian tollroads which will enable customers of BrisConnections to use other tollroads and be billed for the relevant tolls and charges by BrisConnections. BrisConnections is restricted in the fees and charges that may be levied under interoperable agreements.

Customer service

BrisConnections must provide customer services in accordance with customer service practice requirements, including continually improving the accuracy, standards and quality of customer services. There are conditions applying to customer contracts, tolling products and dealing with customer complaints. An annual customer service audit must be conducted.

Transport network

The State and Brisbane City Council are free to develop, manage or change Queensland’s transport network. In particular, the State gives no undertaking as to how it will manage other roads in the area (other than an obligation not to permanently close identified principal traffic connections), nor is there any restriction on the development of any competing road (with the limited exception of a competing tunnel) or on public transport changes.

Proximate works

The State has reserved its rights to undertake certain proximate works to the Project including constructing, operating, maintaining, repairing or connecting roads or public transport to Airport Link or other works under or above Airport Link.

If the State carries out any proximate works (other than proximate works associated directly or indirectly with the Busway, NSBT or, if the Airport Roundabout Upgrade Works Deed is terminated, the upgrade to the East-West Arterial between Sandgate Road and Airport Drive to six lanes) after Construction Completion the State must not do so in a manner which would permanently prevent a member of BrisConnections from undertaking the Airport Link project or impede the safe and free flow of traffic onto or from Airport Link at its design speed and volume without the prior consent of the relevant member of BrisConnections, except where such work is either non-peak hour work or occasional short-term work.

If the State carries out any proximate works in connection with the Busway, NSBT or, if the Airport Roundabout Upgrade Works Deed is terminated, the upgrade to the East-West Arterial between Sandgate Road and Airport Drive to six lanes, it must not do so in a manner which would permanently prevent a member of BrisConnections from undertaking the Projects.

Lease rental

From the date of Airport Link Opening until the end of the 45th year of the Concession Period, if BrisConnections’ revenue in any year exceeds that set out in the Base Case Financial Model for that period, BrisConnections must pay to the State rent equal to an agreed percentage of that additional revenue. For the first three 12 month periods no additional rent will be paid to the State, regardless of the revenue derived by BrisConnections.

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If the Concession Period is extended, BrisConnections will pay additional rent to the State calculated in accordance with the sliding scale of rent payable during the 45th year of the Concession Period.

Any such rental payment will be treated as an operating cost and paid ahead of debt service and equity distributions.

The State may give notice to BrisConnections electing to forego its right to a rental payment and instead have either:

The Concession Period reduced by a period of not greater than 10% of the remaining Concession Period; or
BC Operations not charge tolls for a period.

Compensable enhancements

If the State changes the surrounding transport network in a way which was not taken into account when preparing the Base Case Financial Model, and if those changes have an overall positive impact on traffic volumes on Airport Link, then BrisConnections and the State must negotiate to agree on the net additional revenue likely to be derived by BrisConnections for each financial year until the end of the Concession Period. BrisConnections must then make annual rental payments to the State equal to 50% of that additional revenue for each subsequent financial year. Payment of this additional rent is deferred if BrisConnections would not be able to pay the operating and financing costs which are then payable or accrued in that period.

Material Adverse Effect regime

Certain matters that are capable of materially adversely affecting Airport Link are described as ‘Possible MAE Events’ in the Project Deed. These include:

Identified principal traffic connections are closed or a competing tunnel that directly connects Bowen Hills to Gordon Park and/or Gordon Park to Toombul and/or Bowen Hills to Toombul is opened;
A Discriminatory Change in State Law or a change in law concerning air filtration requirements;
An Uninsurable Force Majeure Event occurs;
The offence of failing or refusing to pay tolls is not enforced in a way that achieves in substance the same outcome as the enforcement and recovery procedures for other comparable tollroad offences or tollroads; or
The terms of the relevant perpetual lease are materially different from those provided for in the Project Deed otherwise than due to the fault of BrisConnections.

If a Possible MAE Event has occurred, BrisConnections may open negotiations with the State to determine a method of redress which restores BrisConnections to its previous position, but not exceeding the Base Case Equity Return. In other words, if Unitholders were previously receiving a return greater than the Base Case Equity Return, the negotiations will not seek to restore that ‘excess’ return. In this context, the Base Case Equity Return is defined as a nominal internal rate of return (post-BrisConnections tax, pre-investor tax).

Force majeure

BrisConnections’ performance of its obligations may be suspended if they are prevented or delayed by a Force Majeure Event.

Property damage and personal injury and indemnities to the State

BrisConnections bears the risk of loss or damage to Airport Link, the Busway, the Airport Roundabout Upgrade and other related facilities.

BrisConnections indemnifies the State and its associates from all claims, liability and loss arising in connection with Airport Link, the Busway and/or the Airport Roundabout Upgrade, whether or not any breach of obligations by BrisConnections or its subcontractors has occurred.

BrisConnections has the same level of responsibility in respect of persons and property and all other aspects of Airport Link, the Busway and the Airport Roundabout Upgrade as it would have if it owned the land freehold.

Insurance

BrisConnections must obtain minimum insurances specified in the Project Deed. These include contract works, third party liability, professional indemnity and business interruption insurance.

If the required insurances are unavailable or the risks are not being generally insured by prudent and competent parties, BrisConnections may be excused from its obligation to obtain them.

Road operation and traffic management

BrisConnections must manage the impacts of the project activities on traffic in adjacent areas.

Restrictions on BrisConnections

BrisConnections’ business is limited to carrying out the Project and complying with the Project Documents. All transactions with related bodies corporate must be undertaken with the State’s consent.

Change of control

A change of control of the entities constituting BrisConnections, including the BrisConnections Unit Trusts, may breach the Project Deed unless the State consents. This may include a change of control in the BrisConnections Unit Trusts arising from the acquisition of Stapled Units by trading on the stock exchange or upstream by reason of change in control in an Investor.

The State may only reject a change in control in limited circumstances including if the person acquiring control is not solvent and reputable, has a conflict of interest with the interests of the State, or the change would be against the public interests or have certain adverse impacts.

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Any transaction involving units in the BrisConnections Unit Trusts other than acquisition on a stock exchange may result in a default unless the State is informed not less than five business days prior to the dealing.

The change of control provisions do not interfere with the right of Unitholders to resolve to replace the Responsible Entity in accordance with the Constitutions.

The consent of the State is also required for any transfer of the Stapled Units by Thiess Trustee and John Holland Trustee, regardless of whether this results in a change of control. This consent is only required during the period between Financial Close and two years after Construction Completion and may be given at the complete discretion of the State.

Refinancing

The State’s consent is required to any refinancing of the Senior Debt. Consent must not be withheld for a refinancing of the current facilities contemplated by the Base Case Financial Model, provided that the principal amount outstanding is not increased by more than the amount contemplated by the Base Case Financial Model and certain other assumptions are satisfied. For other refinancings, consent may not be unreasonably withheld or delayed if the State is satisfied as to certain matters, including as to the credit rating of the incoming financier, the commercial terms of the refinancing (and whether these are effected on an arm’s length basis), the refinancing’s effect on the credit rating of BC Operations and BC Trustee and its impact on the State’s position.

For those other refinancings, the State is entitled to share in 50% of any refinancing gains.

Default by BrisConnections and termination by the State Events of default by BrisConnections include:

Failure to commence or to diligently progress construction of Airport Link, the Busway or the Airport Roundabout Upgrade;
Abandonment of Airport Link, the Busway or the Airport Roundabout Upgrade;
Lane closure (other than as permitted);
Failure to operate, maintain, repair or insure Airport Link or related facilities in accordance with the Project Deed;
Material default in respect of BrisConnections’ obligations regarding environmental and community consultation required by the Project Deed;
Material default in other obligations under the State Project Documents or any other Project Document (unless in the case of a Project Document, BrisConnections disclosed the default and it is waived or remedied to the satisfaction of the relevant counterparty to that Project Document within the time permitted by that counterparty);
Failure to disclose and remedy a materially incorrect or misleading representation;
Insolvency events affecting BrisConnections or its contractors. A 60 day grace period applies for the D&C Contractor, the O&M Contractor or their respective guarantors to enable replacement; and
Cancellation of funding.

Before the State is entitled to terminate the Project Deed in respect of an event of default, BrisConnections is entitled to a period in which to remedy the breach. Under a separate Debt Finance Side Deed, the Lenders which are a party to the Syndicated Facilities Agreement also have a further right to remedy the breach before the State can terminate the Project Deed. The remedy period for BrisConnections is based on the period reasonably required to remedy the particular breach and is limited to two days in the case of lane closure and failure to comply with environmental and community consultation requirements and between two and 40 Business Days in other cases. In appropriate circumstances, the State will grant BrisConnections an additional remedy period of up to six months in aggregate. The availability of the remedy period is subject to BrisConnections diligently pursuing the cure of the breach and keeping traffic lanes open to the extent safe to do so.

If the Project Deed is terminated by the State due to a default by BrisConnections, the State is not obliged to pay any compensation to BrisConnections.

Termination by BrisConnections

BrisConnections may terminate the Project Deed by giving 30 Business Days notice to the State if the State fails to make a required payment for the State Works or in certain limited circumstances which prohibit or prevent BrisConnections from undertaking all or substantially all of Airport Link, in all material respects, for a continuous period of two months, including if:

A Court makes a final determination (which cannot be appealed), except if due to BrisConnections’ breach;
The State enacts legislation, except if due to BrisConnections’ breach;
The leased area is resumed; or
The State fails to provide the areas necessary for construction as required by the Agreement to Lease.

BrisConnections may also terminate the Project Deed if at or after Construction Completion, Airport Link has not been declared a ‘tollroad’ under the Transport Infrastructure Act 1994 (Qld) or the declaration was made with such conditions that it is impossible for BrisConnections to undertake all or most of Airport Link.

Section 11 – Additional Information 176/211 155

11 Additional Information continued

The State may suspend that termination notice for up to 30 Business Days in the case of non-payment for the State Works and otherwise 24 months, provided it pays BrisConnections, in respect of the period of the suspension, an amount sufficient to place it in the net after-tax cash position it would have been in if the relevant circumstance had not occurred. The State must also procure payment of any amount of principal of the project debt that falls due for payment more than 18 months after the start of the suspension period (if the suspension period is ongoing).

Ultimately, if the relevant circumstance is not resolved, BrisConnections may terminate the Project Deed and receive an early termination amount from the State. This amount is calculated to enable repayment of the Senior Debt and the Equity Return to that date (or the Base Case Equity Return if termination occurs before the fifth anniversary of the commencement of tolling of Airport Link and in this context, the Base Case Equity Return will be a nominal internal rate of return (post-BrisConnections tax, pre-investor tax)).

The Project Deed may only be terminated by BrisConnections for these reasons. If the State breaches some other obligation under the Project Documents, BrisConnections generally cannot terminate the Project Deed, although it may have a right to claim damages from the State, depending on the circumstances of the default.

Handover of the Busway and the Airport Roundabout Upgrade

BrisConnections must hand over the Busway upon Busway Completion (at least two months prior to Construction Completion), and the Airport Roundabout Upgrade upon Airport Roundabout Upgrade Completion, in a condition which complies with the State Project Documents.

Handover at end of Concession Period

BrisConnections must hand over Airport Link (including equipment) at the end of the Concession Period in a condition which complies with the State Project Documents.

To secure this obligation, certain revenue (after operating and maintenance costs, any additional rent payable, scheduled capital expenditure and taxes) for the last three years of the Concession Period must be paid into an escrow account, up to an amount equal to the costs agreed for works to implement the agreed program to achieve the standard of condition required at handover, or a bond for an equivalent amount must be provided.

Dispute resolution

There is a dispute resolution procedure for all disputes connected with the State Project Documents. This involves negotiation, arbitration, expert determination or a combination of these.

Interest rate adjustment mechanism

The Project Deed includes an interest rate adjustment mechanism agreed to by the Lenders and the D&C Contractor. The mechanism is intended to mechanically adjust certain financial parameters to take account of base interest rates as at Financial Close. It is designed to ensure that the Base Case Equity Return does not vary solely as a result of increases or decreases in interest rates between the date of the Project Deed and Financial Close. Should interest rates fall between these dates and the Base Case Equity Return increases as a consequence, BrisConnections may be required to pay an amount to the State out of the proceeds of the first re-gear (assumed for 2019) to maintain the Base Case Equity Return.

11.5.2 State Deed of Charge

Charging provision

BC Operations, BC Trustee and FinCo charge all property to the State to secure the due and punctual performance of their obligations and the due and punctual payment in full to the State of all the money secured under the charge.

The charge operates as a fixed charge over all interests in land (including all leasehold interests and all interests in fixtures and improvements), all capital, all machinery, plant and equipment, insurance policies and proceeds, goodwill, all approvals, all security interests, all marketable securities, all documents of title, all intellectual property rights and all documents, contracts and rights. The remaining property is subject to a floating charge.

Enforcement

All money secured under the charge becomes immediately due and payable on demand by the State if an event of default occurs.

Appointment of receiver

The State may appoint a receiver to the chargors at any time following the occurrence of circumstances constituting an event of default, including if:

An insolvency event has occurred in relation to the chargors; or
The State has the right to give a notice to terminate the Project Deed.

11.5.3 Debt Finance Side Deed

Consent to securities

The Security Trustee consents to the State Deed of Charge, the State Works Contractor Deed of Charge and the NB Works Contractor Deed of Charge, and the State consents to the Lenders’ Security Documents.

Amendment of Debt Financing Documents

The Debt Financing Documents may not be varied or replaced without the State’s prior consent which must not be unreasonably withheld.

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Assignment of Secured Property

The Security Trustee agrees not to exercise its rights under the Lenders’ Security Documents to dispose of any charged property without the prior consent of the State. The State may not withhold its consent if it is reasonably satisfied that the property is being disposed of to a reputable and experienced person who has assumed all the obligations of BrisConnections under the Project Documents and has the necessary financial and technical capacity to perform BrisConnections’ obligations under the Project Documents.

Lenders’ participation in meetings

The Security Trustee may attend meetings and negotiations under the Project Deed concerning Possible MAE Events and must be kept informed by BrisConnections concerning BrisConnections’ events of default.

There are restrictions on appointing replacement contractors without the State’s consent.

Priorities

The parties agree that the order of priority of payment between the State Securities and the Lenders’ Security Documents is, at any particular time:

First, the State Securities for certain amounts payable by BrisConnections to the State under the Project Deed relating to step-in costs;
Second, the Lenders’ Security Documents for all amounts due under the Debt Financing Documents; and
Third, all other securities granted by BrisConnections to the State.

Security Trustee cure rights

The State acknowledges that the Security Trustee and its controller may, to the extent of enforcing the Lenders’ Security Documents, exercise the rights of BrisConnections under the Project Documents. The State will not terminate the Project Deed without first giving the Security Trustee the opportunity to cure the relevant event of default. The Security Trustee and its controller will not be taken to have assumed liability for any of the obligations of BrisConnections under the Project Documents by reason only of the creation of the Lenders’ Security Documents.

11.5.4 D&C Side Deed

Acknowledgement

The D&C Contractor acknowledges that BrisConnections may charge the D&C Contract to the State.

Undertakings of the D&C Contractor

The D&C Contractor must not terminate the D&C Contract without giving the State at least 60 days notice of the proposed termination date (or in the case of a default that is a failure to pay, at least 10 Business Days), the grounds for termination and the details of any amounts owed by BC Operations, BC Trustee, BC Contracting and the NB Works Contractor to the D&C Contractor. Modifications, variations or amendments to the D&C Contract are not permitted without the State’s consent.

The D&C Contractor undertakes to the State that it will complete the design and construction of the NB Works so that they are fit for their intended purposes as specified in, or ascertainable from, the State Project Documents.

Novation, assignment or substitution of or granting security over the D&C Contract is not permitted without the State’s consent.

Notice of termination

The D&C Contractor may only exercise a power to terminate the D&C Contract if it has given 60 days prior notice to the State (or in the case of a default that is a failure to pay, at least 10 Business Days) setting out the details of the default.

State step-in rights

If the State terminates the Project Deed, then the State may assume the rights and obligations of BrisConnections under the D&C Contract and the guarantee provided by the D&C Guarantor.

11.5.5 O&M Side Deed

The O&M Side Deed broadly regulates the O&M Contract in a similar manner as the D&C Side Deed regulates the D&C Contract.

11.5.6 Agreement to Lease

Licence and Agreement to Lease

The State must make available an agreed corridor of land by certain agreed dates. BC Trustee accepts all risks relating to access to land additional to this agreed corridor of land, such as delays and extra costs. The State has no responsibility to help obtain access to any additional land.

Following Construction Completion, the State must grant BC Trustee a lease of Airport Link (BC Trustee will sub-lease Airport Link to BC Operations under the Sub-Lease).

Risk and liability

The State makes no representation or warranty concerning the land, subject to specific terms of the Project Deed. Subject to the Project Deed, BC Trustee bears all risks in relation to the land.

Section 11 – Additional Information 178/211 157

11 Additional Information continued

11.5.7 Lease

Reservations

The State reserves the right to grant easements over the leased area provided that they do not materially adversely affect the operation or maintenance of Airport Link or adversely affect Airport Link patronage or capacity.

Grant of Lease

BC Trustee is granted a lease of the land for the Operations Phase. The State makes no representations and warranties in relation to the suitability of the land. Use and occupation of the land is at BC Trustee’s risk.

Rent

Rent under the Lease is nominal. In certain specified circumstances, additional lease rental may be payable in the amounts determined under the Project Deed.

Agreement to Sub-Lease

Upon the grant of each Lease to BC Trustee by the State, BC Trustee has agreed to sub-lease the relevant land to BC Operations. The arrangements are ‘back-to-back’ except that BC Operations is to pay BC Trustee market rather than nominal rent. Should the Lease or the Project Deed terminate, the Sub-Lease will automatically terminate.

11.5.8 State Works Deed

Payment

BC Contracting will be paid a lump sum no later than Airport Link Opening. If Airport Link Opening occurs earlier than expected, this amount will be reduced to reflect the interest expense saving to BrisConnections arising from such earlier opening.

Risk and liability

With respect to the State, BC Contracting accepts all risk and indemnifies the State in relation to the design and construction of the State Works.

Suspension

If the obligations of BrisConnections are suspended under the Project Deed, the State may suspend the obligations of the State and BC Contracting under the State Works Deed.

Termination

The State Works Deed terminates when the Project Deed terminates.

General provisions

Similar general provisions apply to BC Contracting under the State Works Deed as apply to BC Trustee and BC Operations under the Project Deed.

11.5.9 NB Works Deed

Payment

Risk and liability

With respect to the State, the NB Works Contractor accepts all risk and indemnifies the State in relation to the design and construction of the Busway.

Suspension

If the obligations of BrisConnections are suspended under the Project Deed, the State may suspend the obligations of the State and the NB Works Contractor under the NB Works Deed.

Termination

The NB Works Deed will automatically terminate when the Project Deed terminates. In addition, the NB Works Deed can be terminated independently of the Project Deed by BrisConnections or the State as follows:

BrisConnections can terminate the NB Works Deed if it becomes impossible for BrisConnections to undertake all, or substantially all, of the design, construction and commissioning of the Busway for a continuous period of two months as a result of a final determination by a court, the enactment of legislation by the State, or a failure by the State to provide the areas necessary for construction as required by the Agreement to Lease, and that event is unremedied 30 days after notice by BrisConnections. The State has a right to suspend BrisConnections’ right to terminate. If the State does so, it must compensate BrisConnections for its direct costs in relation to the Busway works during the period of suspension.
The State can terminate the NB Works Deed if BrisConnections fails to commence or to diligently progress construction of the Busway, or if an Uninsurable Force Majeure Event occurs in relation to the Busway, provided that the termination of the NB Works Deed and the rights and obligations with respect to the Busway works under the Project Deed will not have an adverse effect on the design and construction of Airport Link that is material. The process for termination by the State is the same as that under the Project Deed.

General provisions

Similar general provisions apply to the NB Works Contractor under the NB Works Deed as apply to BC Trustee and BC Operations under the Project Deed.

11.5.10 Airport Roundabout Upgrade Works Deed

Key approvals

BrisConnections is not required to commence construction of the Airport Roundabout Upgrade until specified key Commonwealth Government and State approvals have been obtained, and no relevant legal challenges have been initiated within 28 days of the Commonwealth approvals having been obtained.

Provided this happens (or any legal challenges are satisfactorily addressed) 30 months or more before the expected date for Airport Link Opening, completion of the Airport Roundabout Upgrade will be a condition of

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Construction Completion. Otherwise, BrisConnections must use its best endeavours to complete the Airport Roundabout Upgrade but Airport Roundabout Upgrade Completion may occur after Construction Completion.

If all key approvals are not obtained and any relevant legal challenges not satisfactorily addressed by a sunset date of 24 months before the expected date for Airport Link Opening, then BrisConnections will not be required to construct the Airport Roundabout Upgrade and the Airport Roundabout Upgrade Works Deed will terminate.

Payment for the Airport Roundabout Upgrade works

The NB Works Contractor will be paid by the State on a monthly progress claim basis provided that payment claims are approved by the Independent Verifier and the NB Works Contractor fulfils any other requirements of the Independent Verifier. If interest rates are materially lower at Financial Close, these payments may be offset in part by a payment to the State to provide the State with the benefit of those lower interest rates.

Risk and liability

With respect to the State, the NB Works Contractor accepts all risk and indemnifies the State in relation to the design and construction of the Airport Roundabout Upgrade.

Suspension

If the obligations of BrisConnections are suspended under the Project Deed, the State may suspend the obligations of the State and the NB Works Contractor under the Airport Roundabout Upgrade Works Deed.

Termination

The Airport Roundabout Upgrade Works Deed will automatically terminate when the Project Deed terminates. In addition, the Airport Roundabout Upgrade Works Deed can be terminated independently of the Project Deed by BrisConnections or the State as follows:

BrisConnections can terminate the Airport Roundabout Upgrade Works Deed if it becomes impossible for BrisConnections to undertake all, or substantially all, of the design, construction and commissioning of the Airport Roundabout Upgrade for a continuous period of two months as a result of a final determination by a court, the enactment of legislation by the State or Commonwealth, the revocation or withdrawal of State or Commonwealth planning approval, the implementation of certain defence requirements, or a failure by the State to provide the areas necessary for construction as required by the Agreement to Lease, and that event is unremedied 30 days after notice by BrisConnections. The State has a right to suspend BrisConnections’ right to terminate. If the State does so, it must compensate BrisConnections for its direct costs in relation to the Airport Roundabout Upgrade works during the period of suspension.

compensate BrisConnections for its direct costs incurred in relation to the Airport Roundabout Upgrade.

Handover

On completion of the Airport Roundabout Upgrade, the part of the Airport Roundabout Upgrade located on BAC land which is at the same level as Airport Drive will be handed over to BAC. The remainder of the Airport Roundabout Upgrade will be handed over to the State.

For that part of the Airport Roundabout Upgrade which is to be handed over to the State and which is located on or over BAC land, BrisConnections must procure that BAC grants the State a long-term lease for the relevant land (and potentially freehold title). BrisConnections has corresponding arrangements with BAC under the Airport Roundabout Upgrade Interface Agreement.

General provisions

Similar general provisions apply to the NB Works Contractor under the Airport Roundabout Upgrade Works Deed as apply to BC Trustee and BC Operations under the Project Deed.

11.5.11 D&C Contract

The D&C Contractor’s obligations under this contract include (without limitation):

Designing, constructing and commissioning Airport Link (including the Tolling System), the Busway and the Airport Roundabout Upgrade so that Airport Link, the Busway and the Airport Roundabout Upgrade remain at all times fit for their intended purposes as specified in or ascertainable from the State Project Documents and the D&C Contract;
Rectifying defects in respect of Airport Link, the Tolling System and the Tollroad Control Centre for a period of 18 months after the date of Construction Completion, the expected date for Airport Link Opening and the date of completion of the Tollroad Control Centre (respectively);
Rectifying defects in respect of the Busway for a period of at least three years after Busway Completion; and
Rectifying defects in respect of the Airport Roundabout Upgrade for a period of at least two years after Airport Roundabout Upgrade Completion.

The D&C Contract has four principals, BC Trustee, BC Operations, BC Contracting and the NB Works Contractor. The D&C Contractor shall perform the design and construction activities (and other associated activities and obligations) in respect of: Airport Link for BC Operations and BC Trustee, the State Works for BC Contracting, the Busway for the NB Works Contractor and the Airport Roundabout Upgrade for the NB Works Contractor. These arrangements reflect the respective arrangements with the State under the Project Deed, the State Works Deed, the NB Works Deed and the Airport Roundabout Upgrade Works Deed.

The State can terminate the Airport Roundabout Upgrade Works Deed at any time. If the State does so it must

Section 11 – Additional Information 180/211 159

11 Additional Information continued

Payments

The D&C Contractor will be paid on a ‘fixed price, fixed time’ basis. The D&C Contract Price is approximately $4.1 billion, comprising approximately $3.4 billion in respect of Airport Link (including $47 million, based on market interest rates at 14 April 2008, that relates to the works to be funded by the State), $444 million in respect of the Busway and $272 million in respect of the Airport Roundabout Upgrade. Variations will be payable in limited circumstances, including for modifications required by BrisConnections or the State. Extensions of time will be available in certain circumstances. Generally, BrisConnections passes down to the D&C Contractor the right to receive extensions of time and compensation only where they are available to BrisConnections, either under the State Project Documents or through its insurance policies, except where the right to an extension of time or compensation is the result of a breach of the D&C Contract by BrisConnections or any other act or omission by it. In the case of a delay due to a native title claim, discovery of an artefact or legal challenge to a planning approval, while BrisConnections may be entitled to compensation for delay sufficient to cover the D&C Contractor’s and the debt financing delay costs, this compensation may not be sufficient to cover equity delay costs.

The D&C Contractor may be entitled to payment of a bonus for early achievement of Airport Link Opening.

The D&C Contractor has agreed to defer up to $200 million of its final payments for the Airport Link works until payment of the State Works Contribution by the State if BrisConnections is required to fund increases in the State Works Contribution due to interest rate movements or the need to respond to conditions arising from the CoordinatorGeneral’s report (see Section 11.7 for further details in relation to this report). This funding arrangement will only be utilised after the Debt Financing Facilities have been fully utilised. If utilised, the D&C Contractor will be entitled to interest and fee payments as if it were a Lender to the Project.

Limitation of liability

The D&C Contractor’s liability is limited to the aggregate of 50% of the D&C Contract Price (which does not include the amount of any liquidated damages or deductibles payable by the D&C Contractor or the amount of any proceeds paid out under insurance policies effected in respect of the Project). This limit does not apply to liability for loss, damage or expense caused by the malicious and deliberate or fraudulent acts of the D&C Contractor, its employees and agents.

In the particular case where Airport Link Opening has occurred and the D&C Contract has terminated or where the D&C Contractor’s obligations to complete the Airport Roundabout Upgrade are terminated, but BrisConnections is still required to complete the Airport Roundabout Upgrade by the State, the D&C Contractor’s liability for costs to complete the Airport Roundabout Upgrade is limited to 50% of the Airport Roundabout Upgrade Contract Price.

Insurance

The D&C Contractor must take out contract works insurance, marine insurance, third party liability insurance, professional indemnity insurance, employers’ liability and workers compensation insurance, business interruption insurance and motor vehicle insurance.

Consistent dispute resolution

Where a dispute arises under the D&C Contract which may affect the rights of the parties to the Project Deed, the State Works Deed, the NB Works Deed or the Airport Roundabout Upgrade Works Deed, or where a dispute under the Project Deed, State Works Deed, the NB Works Deed or the Airport Roundabout Upgrade Works Deed may impact on the rights of the parties to the D&C Contract, it must be resolved in accordance with the Project Deed. The parties (including the D&C Contractor) agree to be bound by such a resolution. To facilitate this process, BrisConnections will dispute decisions of the State under the Project Deed, State Works Deed, the NB Works Deed or the Airport Roundabout Upgrade Works Deed (if the D&C Contractor reasonably requests) and give the D&C Contractor, subject to the State’s consent (which may be given or withheld at the State’s absolute discretion), an opportunity to make submissions and participate in negotiations. Where the D&C Contractor’s rights or obligations under the contract are directly and materially affected by the subject matter of a dispute, BrisConnections must not agree to a resolution of the dispute without the written consent of the D&C Contractor and must use its best efforts to obtain relief from the State.

Default by D&C Contractor

If the D&C Contractor defaults (which includes a material breach, a failure to diligently progress work, abandonment of the works, a breach of representation or warranty or an event of insolvency occurring in relation to the D&C Contractor or the D&C Guarantor) BrisConnections may give notice requiring the default to be remedied within a specific time. If the D&C Contractor fails to remedy the default within that time, and the D&C Contractor is not diligently pursuing such remedy, BrisConnections may give notice of their intention to terminate. If, after that notice period (being not less than two and not exceeding 40 Business Days, depending on the nature of the default), the event of default has not been remedied, or the remedy of the event of default is not being diligently pursued, BrisConnections may terminate the D&C Contract on 20 days’ notice.

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The D&C Contractor has the right to suspend, and then potentially terminate, the D&C Contract if BrisConnections fails to make payment to the D&C Contractor in accordance with the contract. In addition, the D&C Contractor has the right to suspend its performance under the contract if BrisConnections does not grant access or BrisConnections is in breach of its obligations in respect of consistent dispute resolution.

Liquidated damages

If the D&C Contractor does not complete the Tollroad Control Centre or achieve Airport Link Opening by their respective expected completion dates, it will be liable to pay liquidated damages at a daily rate. The amount of liquidated damages payable is capped at $2 million in respect of a failure to complete the Tollroad Control Centre three months before the date of Airport Link Opening and at $431 million (based on market interest rates at 14 April 2008) in respect of a failure to achieve Airport Link Opening by the expected date for Airport Link Opening. The $431 million may change to reflect movements in interest rates between 14 April 2008 and Financial Close. This latter amount represents approximately 12 months of anticipated debt, equity and operational costs.

Extensions of time for completion of construction

The D&C Contractor may be entitled to an extension of the expected dates for Busway Completion, Airport Roundabout Upgrade Completion, Construction Completion and Airport Link Opening respectively (and thus delay the date on which liquidated damages would become payable to BrisConnections) for a number of delays. These include an act or omission of BrisConnections, suspension by the D&C Contractor in accordance with the contract, a modification order, a breach by the State of a State Project Document, certain changes in law, an Uninsurable Force Majeure Event, an insured Force Majeure Event, certain native title claims, discovery of artefacts or planning approval claims. The D&C Contractor is entitled to delay costs in respect of certain extension events but those costs are only payable where they are available to BrisConnections either under the Project Deed, through the Project insurance policies or otherwise funded in accordance with the D&C Contract.

Early completion bonus

If Airport Link Opening is achieved earlier than required, the D&C Contractor is entitled to an early completion bonus, equal to a share of the extra operating cash flows arising due to Airport Link Opening being achieved early. It is payable out of free cash available to BrisConnections and is capped at $72 million.

11.5.12 Airport Roundabout Upgrade Interface Agreement

The Airport Roundabout Upgrade Interface Agreement sets out arrangements between BAC, the D&C Contractor and the NB Works Contractor in relation to:

Permitting the D&C Contractor to construct the part of the Airport Roundabout Upgrade which is to be located on BAC’s land;
Allowing the D&C Contractor to obtain access to necessary BAC land for the purposes of constructing the Airport Roundabout Upgrade;
The process for obtaining key Commonwealth Government and State approvals which are preconditions to commencement of construction of the Airport Roundabout Upgrade;
The basis for accommodating the construction of the Airport Roundabout Upgrade within the constraints presented by existing infrastructure on BAC land and the continuing operational needs of Brisbane Airport and the associated commercial precinct; and
The requirement to hand over part of the Airport Roundabout Upgrade (namely the part which will be at the same grade as Airport Drive) to BAC on completion.

The D&C Contract requires the D&C Contractor to comply with its obligations under the Airport Roundabout Upgrade Interface Agreement.

11.5.13 O&M Contract

The O&M Contractor will perform its obligations under the O&M Contract from Financial Close until five years after Construction Completion (unless terminated earlier). The core services to be performed by the O&M Contractor include:

The performance of pre-operations phase activities;
Operating, maintaining and repairing Airport Link (other than tolling and the majority of customer service function) in accordance with the O&M Contract so that Airport Link remains at all times fit for its intended purpose;
Keeping all traffic lanes of Airport Link open for traffic, except to the extent that the O&M Contractor is authorised to close lanes or is required to do so in compliance with the O&M Contract; and
The performance of certain aspects of the customer services which relate to the operation, maintenance and repair of Airport Link (including providing traffic information and incident management, the handling of customer complaints and any other customer service requirements that are the responsibility of the O&M Contractor under the Performance Specification).

BC Operations retains the right to vary the scope of the activities to be carried out by the O&M Contractor (with the O&M Contractor being entitled to an appropriate adjustment to its fee).

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11 Additional Information continued

Payments

The O&M Contractor will be paid for the performance of the core services, calculated in accordance with a defined payment schedule set out in the O&M Contract. This fee is subject to adjustment for changes in CPI, and particular components of this fee are subject to adjustment for the cost of power and ventilation based on differences between projected and actual traffic flow. Payment for additional services will be on a cost plus basis.

If the O&M Contractor fails to meet defined key performance indicators set out in the O&M Contract, then any amount payable by BC Operations to the State under the Project Deed as a consequence of this failure shall be payable by the O&M Contractor to BC Operations by way of abatement of the fee payable to the O&M Contractor.

Limitation of O&M Contractor’s liability

The O&M Contractor’s liability is limited to $15 million. The amount of the liability cap is indexed annually with Brisbane CPI and is also refreshed upon the earlier of the extension of the O&M term and each five year period since the last refreshment of the cap. This limit does not apply to liability for loss, damage and expense caused by the malicious and deliberate or fraudulent acts of the O&M Contractor, its employees and agents. The limit does not apply in relation to any amounts payable by the O&M Contractor for failing to meet the key performance indicators or in relation to amounts owed from breaches of certain intellectual property provisions (to the extent that such breaches cause an amount to be owed by BrisConnections to the State).

Bonding and insurance

The O&M Contractor must provide security for the performance of its obligations under the O&M Contract by way of a $500,000 bond to be provided on or about the date of the O&M Consent Deed. As at the date of this PDS the final form of the bond is being settled and it is expected to be provided prior to Financial Close.

The O&M Guarantor must, in the event of the O&M Contractor failing to correct a non-compliance within a period specified in a notice from BC Operations (if the State has required a State bond under the Project Deed), provide a bond in favour of BC Operations for up to $20 million as security for the O&M Contractor’s obligations.

The O&M Contractor must take out workers compensation insurance and motor vehicle insurance. BC Operations will take out project-specific contract works insurance and public liability insurance.

Disputes

Where a dispute arises under the O&M Contract which may affect the rights of the parties to the Project Deed, or where a dispute under the Project Deed may impact on the rights of the parties to the O&M Contract, such a dispute is to be resolved in accordance with the Project Deed. To facilitate this process, in circumstances where the O&M Contractor’s rights or obligations are directly and materially affected, BC Operations must dispute decisions of the State under the Project Deed (if the O&M Contractor reasonably requests).

Where the O&M Contractor’s rights or obligations are directly and materially affected by the subject matter of a dispute, BC Operations must not agree to resolve negotiations or settle the dispute without the O&M Contractor’s written consent (not to be unreasonably withheld). The O&M Contractor has no opportunity to make submissions or participate in negotiations unless the State otherwise agrees.

Default by the O&M Contractor

If the O&M Contractor defaults (which includes a material breach, a failure to operate, maintain, repair and insure the facilities as required, a closure of one or more traffic lanes of Airport Link other than for permitted reasons, an insolvency event, a failure to provide security documentation and the exhaustion of the liability cap) BC Operations may give notice requiring the default to be remedied within a specific time. If the O&M Contractor fails to remedy the default within the required time, and the O&M Contractor is not diligently pursuing such remedy, or all the lanes of Airport Link are not open to traffic (to the extent that it is safe to do so), BC Operations may give notice of its intention to terminate.

In addition to its other rights of termination, BC Operations may terminate the O&M Contract for convenience by giving 20 Business Days’ written notice to the O&M Contractor, although this will result in a termination amount becoming payable to the O&M Contractor.

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11.5.14 Syndicated Facilities Agreement

The facilities to be provided to BrisConnections under the agreement will comprise:

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Equity Bridge Facilities (Aggregate) Maximum of $200 million (to fund, among other things, construction,
development, operating and finance costs until Stapled Units are
subscribed under the Deferred Equity Commitment Deed on the Deferred
Equity Contribution Date).
State Bridge Facility Maximum of $475 million.
Construction and Term Debt Facilities Maximum of $3,150 million respectively (to fund, among other things,
construction, development, operating and finance costs).
Reserve Facility Maximum of $120 million.
----- End of picture text -----

On Airport Link Opening, drawings under the Construction Facility will convert to loans under the Term Debt Facility. The Construction Facility will be deemed to have been repaid and will no longer be available for draw-down by FinCo.

The Equity Bridge Facilities will be repaid from the Deferred Equity Tranche under the Deferred Equity Commitment Deed.

The State Bridge Facility will be repaid from the State Works Contribution no later than the date Airport Link Opening is achieved (or, if the State Works Contribution is reduced by deductions for any early completion amount by drawings on the Construction Facility).

FinCo will enter into a back-to-back agreement with BC Contracting to on-lend the funds borrowed by it to enable BC Contracting to fund the State Works prior to completion. FinCo will also enter into a back-to-back agreement with BC Trustee to on-lend the funds borrowed by it to BC Trustee and BC Trustee will enter into back-to-back agreements with BC Operations to on-lend some of the funds to BC Operations, consistent with FinCo’s obligations under the Syndicated Facilities Agreement.

The Syndicated Facilities Agreement contains mechanisms relating to the treatment and distribution of revenue by the Obligors. From Construction Completion, all revenue and proceeds of asset sales, proceeds of Senior Debt or equity, and other specified amounts must be paid into a proceeds account. Withdrawals from this account are subject to a priority waterfall to ensure that certain costs (such as operating costs, maintenance and repair costs, financing costs, scheduled repayments of principal, contributions to reserve accounts, mandatory prepayments, deferred payments to the D&C Contractor and fees of BCMCL, as Responsible Entity and the Custodian) are met before any bonus for early completion is payable to the D&C Contractor or any distributions to equity and repayments of Unitholder loans are permitted.

Further, distributions to equity will only be permitted if certain conditions are satisfied, including that the Obligors are not in default or potential default and that a minimum interest cover ratio is satisfied. Also, such distributions must not be made more than quarterly.

These distribution restrictions do not apply to any Distribution on units issued by BC Asset Trust or shares issued by BC Operations if, and only if, the Distribution is applied by way of set off against the issue price for new units issued by BC Asset Trust or shares issued by BC Operations, no actual cash payment is made by BC Asset Trust or BC Operations and the new units and shares are secured in favour of the Lenders which are a party to the Syndicated Facilities Agreement.

FinCo must also maintain a maintenance and repair reserve account and the Obligors must maintain a Ramp-up reserve (in the form of a Ramp-up reserve account and a Ramp-up reserve facility, the latter converting to a debt service reserve facility once a minimum interest cover ratio is satisfied). Each reserve account will be subject to a requirement to maintain certain minimum balances.

The Syndicated Facilities Agreement also contains a range of mandatory prepayment events which, if triggered, require FinCo to repay either the Construction Facility or the Term Debt Facility. These include:

A cash sweep of the proceeds account if a particular interest cover ratio is not satisfied on certain calculation dates;
Insurance proceeds received for loss or damage to the project works in circumstances where the State has agreed the proceeds need not be applied in reinstatement (those circumstances include where the proceeds exceed $250 million and it is not economically viable to repair the asset for which they were received);
Certain payments made to any Obligor by the State under the State Project Documents;

Section 11 – Additional Information 184/211 163

11 Additional Information continued

The proceeds of certain permitted disposals of assets; and

– The balance of the disbursement account after any remaining construction and development costs have been met except to the extent it covers anticipated construction costs for the Airport Roundabout Upgrade, although any amounts in the disbursement account as at Airport Roundabout Upgrade Completion which are not required to meet liability to the D&C Contractor will be included.

EBF Lenders to set off their obligations against amounts owed under the facility.

The facility agreement also contains a number of representations and warranties, undertakings and events of default. Breach of these may result in the IPO EBF Lenders being able to cease funding under the facility, charge an increased ‘default’ margin and/or to call for outstanding amounts under the facility to be repaid.

11.5.16 Security Trust Deed and securities

In addition, the Syndicated Facilities Agreement contains a range of representations and warranties and undertakings on the part of the Obligors and events of default. Breach of these may result in the Lenders which are a party to the Syndicated Facilities Agreement being able to exercise acceleration rights (subject to the Debt Finance Side Deed) to require the Senior Debt to be repaid early and enforce its security.

11.5.15 IPO Equity Bridge Facility Agreement

BCMCL as Responsible Entity and manager for BrisConnections Investment Trust and BrisConnections Holding Trust, has entered into a loan agreement with certain lenders arranged and led by Macquarie Financial Holdings (IPO EBF Lenders).

The facility is structured as a revolving facility and will provide funding for Airport Link pending receipt of the aggregate of all Second Instalment and Final Instalment payments and instalments made in respect of Stapled Units issued under the DRP. The facility limit, which will be set to reflect interest rates at Financial Close, will not exceed $650 million, and the facility is to be repaid by application of the Second Instalments and Final Instalments once received, or by applying amounts received pursuant to the underwriting, and by application of instalments made in respect of Stapled Units issued under the DRP. The facility will be available for drawing from Financial Close until the earlier of:

the final repayment date (being the earlier to occur of the date 35 Business Days after the date of the Final Instalment Payment Date and the ‘date certain’);
the ‘date certain’ (being 1 May 2010 provided that the date of Financial Close is on or before 1 September 2008); or
the date on which the facility is cancelled.

The facility is secured in favour of an IPO EBF Security Trustee (on behalf of, among others, the IPO EBF Lenders) over the rights of BCMCL (as Responsible Entity and manager for the BrisConnections Unit Trusts) under the Underwriting Agreement and its rights to the proceeds of the Second Instalment and the Final Instalment. The facility is supported by a negative pledge undertaking given by BCMCL as Responsible Entity and manager for BrisConnections Investment Trust and BrisConnections Holding Trust, together with a direction to pay issued by them to the Registry to apply proceeds from the Second Instalment and the Final Instalment to repay the facility. The facility enables the IPO

The obligations of FinCo under each of the Equity Bridge Facilities, State Bridge Facility, Construction and Term Debt Facilities and Reserve Facility and the associated interest rate management agreements are secured.

The security will include:

Fixed and floating charges over all the assets and undertakings of FinCo, BC Operations and BC Trustee. The floating charges over the distribution account only become fixed charges during the appointment of an adminstrator;
Real property mortgage over the Lease and Sub-Lease;
A limited recourse third party mortgage granted by BCMCL as trustee for BrisConnections Investment Trust 2, the Custodian as custodian of BrisConnections Investment Trust 2, and by BrisConnections Holding 2, over their respective shares or units (if any), as applicable, in each of BC Asset Trust and BC Operations; and
Any other collateral securities.

The benefit of the securities will be held by the Security Trustee on behalf of the Lenders which are a party to the Syndicated Facilities Agreement, the Agent, the Security Trustee and the providers of interest rate management hedging.

These securities will not support the IPO Equity Bridge Facility and the IPO EBF Lenders, the Agent, the Security Trustee and the providers of interest rate management hedging will have the benefit of the separate security and support described in Section 11.5.15.

11.5.17 D&C Consent Deed

Acknowledgement

The D&C Contractor consents to the creation of the security by BrisConnections in favour of the Lenders and acknowledges that the security will not have a bearing on the operation of the D&C Contract.

BrisConnections authorises the D&C Contractor to pay as directed by the Security Trustee all amounts which become due to BrisConnections. Where the State has agreed to pay compensation for a liability of BrisConnections to the D&C Contractor, those parties assign their rights to the D&C Contractor to receive that sum.

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Default

BrisConnections and the D&C Contractor are restricted from suspending or terminating activities performed under the D&C Contract.

Security bonds

The D&C Contractor must provide a bond in favour of BrisConnections and the Security Trustee, initially amounting to approximately 7.5% of the D&C Contract Price (and reducing to 50% of that amount at Airport Link Opening). Leighton Holdings must provide bonds in favour of the State in the amount of $43.5 million (in satisfaction of BrisConnections’ obligation to do so under the Project Deed). All of those bonds are to be provided on or before Financial Close.

Guarantee

Leighton Holdings guarantees the performance of obligations of the D&C Contractor under the D&C Contract, and indemnifies against any damages, expenses or loss suffered by each member of BrisConnections or the Security Trustee.

Undertakings

The D&C Contractor is restricted from amending the D&C Contract, or assigning its rights or obligations under the D&C Contract without consent.

Any subcontracts entered into will include provisions enabling it to be novated or assigned to BrisConnections or any enforcing party without the consent of the relevant subcontractor if the D&C Contract is terminated.

Liquidated damages

The D&C Contractor and each member of BrisConnections agree that they will not reduce, delay or set off any liquidated damages without consent of the Agent.

Modifications

Consent will be required from the Agent where BrisConnections seeks to alter the scope of the activities to be performed by the D&C Contractor as agreed under the D&C Contract, except where such alterations are funded by the State.

Refinance

The D&C Contractor and Leighton Holdings acknowledge that FinCo may refinance the secured money and if so, agree to novate the D&C Consent Deed or alternatively enter into a replacement deed with the replacement financier.

Insurance

The D&C Contractor agrees to maintain and comply with its insurance obligations under the D&C Contract. In accordance with the Debt Finance Side Deed, where insurance proceeds are received by BrisConnections, the Security Trustee or the State Works Contractor, the proceeds will be used to repair and reinstate the damage by paying the D&C Contractor to carry out its obligations under the D&C Contract.

Liability

The D&C Contractor’s and the D&C Guarantor’s total liability to BrisConnections and the Security Trustee respectively must not be greater than the D&C Contractor’s liability under the D&C Contract.

11.5.18 O&M Consent Deed

Acknowledgement

The O&M Contractor consents to the creation of the security by BrisConnections in favour of the Lenders and acknowledges that the security will not have a bearing on the operation of the O&M Contract.

Default

The O&M Contractor agrees to notify the Security Trustee of any default so that the Security Trustee may take steps to remedy the default. Following a default, the O&M Contractor agrees not to terminate the O&M Contract unless certain provisions are met.

Security bonds

Security bonds issued in the name of the Security Trustee and BC Operations and by an issuer acceptable to the Lenders must be available to at least $500,000 to secure the performance of the O&M Contractor’s obligations to BC Operations under the O&M Contract.

Guarantee

The O&M Guarantor guarantees the performance of obligations that the O&M Contractor has under the O&M Contract, and indemnifies against any damages, expenses or loss suffered by the Security Trustee or BC Operations.

Undertakings

The O&M Contractor is restricted from amending the O&M Contract, or assigning its rights or obligations under the O&M Contract without consent.

Any subcontracts entered into will include provisions enabling it to be novated or assigned to BC Operations or any enforcing party without the consent of the relevant subcontractor, if the O&M Contract is terminated.

Damages

It is agreed between the O&M Contractor, the O&M Guarantor and BC Operations that a claim made against the O&M Contractor by BC Operations in excess of $1 million per annum will not be reduced, delayed or set off by BC Operations without the consent of the Agent.

Section 11 – Additional Information 186/211 165

11 Additional Information continued

Modifications

Consent will be required from the Agent where BC Operations seeks to alter the scope of the activities to be performed by the O&M Contractor as agreed under the O&M Contract (except where such alterations are funded by the State) and where the total amount payable as a result of the alterations would exceed $1 million in aggregate in any financial year.

Assignment

If an amount is payable to the O&M Contractor as a result of BC Operations’ directions or is required to be paid under the O&M Contract, BC Operations assigns its rights to payment from the State in respect of the sum payable to the O&M Contractor. If no payment is to be made to BC Operations by the State, BC Operations’ liability will be satisfied.

Refinance

The O&M Contractor and the O&M Guarantor acknowledge that BC Operations may refinance the secured money and if so, agree to novate the O&M Consent Deed or alternatively enter into a replacement deed with the replacement financier.

Liability

The O&M Contractor’s and the O&M Guarantor’s total liability to BC Operations and the Security Trustee respectively must not be greater than a total sum of $15 million, with malicious and deliberate or fraudulent acts, losses arising out of O&M Contractor key performance indicator failures and losses arising out of the O&M Contractor’s breach of intellectual property provisions (to the extent that the intellectual property breach causes an amount to be owed by BrisConnections to the State) not being subject to this cap. The amount of the liability cap is indexed annually with Brisbane CPI and is also refreshed upon the earlier of the extension of the O&M term and each five year period since the last refreshment of the cap.

Termination

The O&M Consent Deed automatically terminates upon termination of the Project Deed.

11.5.19 BAC Consent Deed

Default by the D&C Contractor

BAC agrees to notify the NB Works Contractor and the Security Trustee of any default by the D&C Contractor under the Airport Roundabout Upgrade Interface Agreement so that the NB Works Contractor, the Agent or the Security Trustee may take steps to remedy the default. Following a default, BAC agrees not to terminate the Airport Roundabout Upgrade Interface Agreement unless certain provisions are met.

Undertakings

Both the D&C Contractor and BAC are restricted from amending the Airport Roundabout Upgrade Interface Agreement, or assigning their respective rights or obligations under the Airport Roundabout Upgrade Interface Agreement without the consent of the Agent and the NB Works Contractor.

Liability

BAC’s total liability to the NB Works Contractor, the D&C Contractor, the Agent and the Security Trustee, in relation to the BAC Consent Deed and the Airport Roundabout Upgrade Interface Agreement, must not be greater than BAC’s liability to the D&C Contractor under the Airport Roundabout Upgrade Interface Agreement.

Termination

The BAC Consent Deed automatically terminates upon termination of the Airport Roundabout Upgrade Interface Agreement.

11.5.20 Deferred Equity Commitment Deed

Stapled Units will be issued to Thiess Trustee and John Holland Trustee in accordance with the Deferred Equity Commitment Deed at a deferred issue price of $3.933 for a total subscription amount of $200 million.

Thiess Trustee and John Holland Trustee are required (as a condition precedent to Financial Close) to provide unconditional direct pay letters of credit (Equity Support) to support their deferred subscription obligations.

BC Trustee will pay Thiess and John Holland a balance sheet fee at Financial Close under the terms of the Deferred Equity Commitment Deed. The balance sheet fee is set out in Section 7.

The subscription date for Thiess Trustee and John Holland Trustee will generally be the Deferred Equity Contribution Date, subject to acceleration in the event of default or certain other specified events as described below.

Thiess Trustee and John Holland Trustee will contribute equity as follows:

Thiess Trustee: $100 million, representing approximately 5.5% of the Notional Equity in the BrisConnections Unit Trusts.

John Holland Trustee: $100 million, representing approximately 5.5% of the Notional Equity in the BrisConnections Unit Trusts.

Stapled Units issued under the Deferred Equity Commitment Deed will rank equally with previously issued Stapled Units.

Thiess Trustee and John Holland Trustee cannot novate, assign, transfer or otherwise dispose of all or any part of their rights, benefits or obligations under the Deferred Equity Commitment Deed prior to Construction Completion.

In the 24 month period after Construction Completion, Thiess Trustee and John Holland Trustee may nominate a replacement deferred subscriber to assume all its rights to subscribe for the Stapled Units provided that the mechanism set out in the Deferred Equity Commitment Deed is observed. This mechanism requires Thiess Trustee and John Holland Trustee (as applicable) to provide at least seven days’ written notice to the deed’s parties of its intention to nominate a replacement deferred subscriber and stipulates that a replacement deferred subscriber cannot be appointed until the State has consented in

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writing to the replacement, the replacement deferred subscriber has provided substitute equity support which is acceptable to the Security Trustee, the Security Trustee is satisfied that the replacement deferred subscriber is solvent and reputable and the replacement deferred subscriber and the remaining parties to the deed have entered into a deed of accession on certain specified terms.

In the event of a capital reorganisation by consolidation, sub-division or bonus issue, the deferred issue price may be adjusted. The deferred subscribers may also contribute their equity before the Deferred Equity Contribution Date in the event of a pro rata offer to existing Unitholders or if there is an unconditional takeover offer for at least 50% of the Stapled Units, or a similar procedure structured as a scheme for the Stapled Units.

BCMCL, as trustee of the BrisConnections Unit Trusts, has agreed that it will exercise its powers as members of BrisConnections Investment Trust 2 and BrisConnections Holding 2 to ensure that a single representative of Thiess Trustee and John Holland Trustee is appointed as a director of each of BrisConnections Holding 2, BC Operations, BC Trustee, FinCo, BC Contracting and NB Contracting. The right to have a director appointed will apply only while Thiess Trustee and John Holland Trustee collectively hold or are obliged to subscribe for at least 10% of the Notional Equity or Stapled Units to the maximum value of $200 million. A replacement deferred subscriber appointed by either of Thiess Trustee or John Holland Trustee in accordance with the terms of the Deferred Equity Contribution Deed will not have the right to appoint a director to the abovementioned companies.

In addition, by way of a letter from JF Infrastructure to Thiess Trustee and John Holland Trustee, JF Infrastructure, as the holding company of BCMCL, has agreed to exercise its rights to appoint a single representative of Thiess Trustee and John Holland Trustee to the board of BCMCL, and the subsidiary entities on the same basis as the appointment of a single representative of the subsidiary entities discussed above.

11.5.21 Management Deeds

Under the two Management Deeds, BCMCL in its capacity as the Responsible Entity of BrisConnections Holding Trust and BrisConnections Investment Trust, BCMCL in its capacity as trustee of BC Investment Trust 2, BrisConnections Holding 2, BC Contracting, NB Contracting, BC Trustee and FinCo (each a Delegator) each delegate their management of the day-to-day business affairs to BC Operations. The delegation under the relevant deed does not relate to statutory duties imposed on the Responsible Entity by virtue of provisions of the Corporations Act and for which BCMCL will appoint certain BC Operations executives to provide certain services and advice pursuant to the terms of a financial services appointment letter.

Under the Management Deeds, BC Operations is appointed to manage day-to-day business affairs for an initial term of six years. The term will be automatically renewed for a further three year term unless any party gives six months’ notice prior to the end of the term.

BC Operations is not paid a management fee under the Management Deeds. However, BC Operations is entitled to be reimbursed by the Delegators for all costs properly paid by BC Operations on behalf of such Delegator in performing its functions under the Management Deeds, other than costs which:

Under the terms of the relevant Delegator’s constitution is not or would not have been (if it had been incurred by a Delegator) paid out of the assets of the relevant Delegator; or
In respect of which BCMCL, in its capacity as Responsible Entity of the BrisConnections Unit Trusts, or BC Trustee, are not indemnified by the relevant trust under the terms of the constitution of the relevant trust.

BC Operations’ authority is subject to certain limitations. In particular, it cannot without the prior approval of the relevant Delegator enter into a new line of business, exit or materially change an existing line of business, incur or assume on behalf of any Delegator debt or cause any Delegator to become liable for indebtedness in excess of $500,000 in the aggregate, enter into or become liable under any guarantee, indemnity or similar arrangement under which a Delegator may incur liability in excess of $500,000 in respect of that obligation, make or commit to make any capital expenditure in excess of $1 million in the aggregate, decide to make a distribution, dividend or materially change any Delegator’s distribution or dividend policy, or appoint or remove or determine any change to the wages, salary, commissions or bonuses of key personnel.

Each Delegator may terminate the relevant Management Deed if BC Operations acts fraudulently or commits an act which had the Delegator done or omitted to do would constitute a breach of trust, breach of an applicable law (as defined in the Management Deeds) or any law applying to its functions, or fails to hold or maintain the necessary licences, authority and approvals to perform its obligations under the relevant Management Deed. Each Delegator may also terminate the relevant Management Deed if it determines that termination is required in order to comply with applicable law or if BCMCL, in its capacity as the Responsible Entity of the BrisConnections Unit Trusts is obliged to terminate the relevant Management Deed under the terms of any applicable constitution, applicable law, or any resolution of its members or any stock exchange listing rule.

The key personnel of BC Operations must be approved by the Delegators and BC Operations must notify the Delegators of any changes in key personnel.

Section 11 – Additional Information 188/211 167

11 Additional Information continued

Any party to the relevant Management Deed may terminate the deed if the other party is in default. A party will be in default if it suspends payments of its debts, enters into or resolves to enter into any arrangement with its creditors, or ceases or threatens to cease carrying on business. A party will also be in default if an administrator or receiver is appointed or steps are taken to make such appointment in respect of the party, steps are taken to wind up or dissolve the party, a notice or application is made under section 601AB and section 601AA of the Corporations Act respectively or any representations or warranties given by the party are or become untrue in a material respect.

If the Delegator considers that there has been unsatisfactory performance by BC Operations of its obligations under a Management Deed, the parties must meet and attempt to negotiate a program to rectify the unsatisfactory performance or a program for its prevention in the future. If the parties are unable to agree on a program, BC Operations fails to implement the program or does not comply with the program, the Delegator may terminate the relevant Management Deed.

BC Operations is liable for and indemnifies each Delegator from any losses arising directly or indirectly from any claim, demand or proceeding made or brought against it by a third party in connection with the Management Deeds where such claim, demand or proceeding arises from the negligence, default or fraud of BC Operations, its employees, agents or contractors or from any breach of BC Operations’ obligations under the Management Deeds.

Conduct of D&C Claims

The Management Deeds also include a provision regarding the conduct of D&C Claims. BC Operations, BC Trustee, BC Contracting, BC Holding 2 and NB Contracting (the BC Members) and the shareholders and Unitholders of the BC Members have agreed to certain arrangements under which, if a BC Member is or may be liable to pay, compensate or grant an extension of time to the D&C Contractor (D&C Claim), a director of BC Operations appointed by Thiess Trustee and John Holland Trustee (the Contractor Representative) will have certain rights in respect of the conduct of any claim by the BC Member (the PPP Co Claim), based on the same events or circumstances giving rise to the D&C Claim. Each shareholder and unitholder of a BC Member agrees that they will exercise their voting rights as shareholders and unitholders of the BC Members and the voting rights of their nominated directors of BC Operations to ensure that such arrangements are complied with.

Subject to certain limitations, the Contractor Representative will have rights to:

Communicate on behalf of a BC Member to the State or its associates, the insurers or the Lenders or any expert, arbitrator or court appointed to determine any aspect of a PPP Co Claim that is based on the matters that would give rise to the D&C Claim (D&C Component);
Obtain legal advice on behalf of BC Members with respect of the D&C Component of a PPP Co Claim;
In respect of a PPP Co Claim which has no other component than a D&C Component, agree on behalf of the BC Member any contract, settlement, compromise, procedural matter or other matter or arrangement for the resolution, determination or progress of the PPP Co Claim in consultation with the other directors of BC Operations but without any requirement for consent of the other directors; and
In respect of a PPP Co Claim which has a D&C Component and one or more other components, be required to consent to any agreement by the BC Member to any contract, settlement, compromise, procedural matter or other matter or arrangement for the resolution, determination or progress of the PPP Co Claim (such consent is not to be unreasonably withheld or delayed).

None of the rights granted to the Contractor Representative will be taken to derogate from the Contractor Representative’s other rights, powers, duties and obligations as a director.

Each shareholder and unitholder of a BC Member and each BC Member acknowledges and agrees that:

The BC Members have obligations under the D&C Contract concerning the conduct of a PPP Co Claim to which the BC Members have agreed in consideration of the D&C Contractor agreeing to certain clauses of the D&C Contract;
It is in the best interests of the BC Members that the BC Members fully comply with their obligations under the D&C Contract (notwithstanding any other interests which the BC Members may have in the PPP Co Claim not being pursued); and
In the absence of fraud, wilful misconduct or gross negligence, the exercise by the Contractor Representative of his or her rights under the Management Deeds will be in the best interests of the BC Members. However, this will not apply to a D&C Claim or the majority part of a D&C Claim, which, in the opinion of an independent Queen’s Counsel or a Senior Counsel, is vexatious, capricious or clearly unreasonable unless the Directors of BC Operations agree otherwise.

Thiess and John Holland jointly and severally indemnify each BC Member against any loss or claim brought against, suffered or incurred by the BC Member caused by, arising out of or in any way connected with the Contractor Representative exercising or failing to exercise in whole or part any of his or her rights under the conduct of D&C Claims provisions in the Management Deeds but only to the extent of any breach of such provisions, or any fraud, wilful misconduct or gross negligence.

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11.5.22 Underwriting Agreement

Under the Underwriting Agreement, Macquarie Capital Advisers, Credit Suisse (Australia), J.P. Morgan Australia and Deutsche Bank have agreed to underwrite the Offer including the instalments but not the Second Instalment and the Final Instalment in relation to partly paid Stapled Units issued under the DRP.

As at the date of this PDS, the Underwriters have severally agreed to underwrite their respective proportions of the Offer as follows:

Macquarie Capital Advisers: 41.7%;
Deutsche Bank: 41.7%;
Credit Suisse (Australia): 8.3%; and
J.P. Morgan Australia: 8.3%.

These proportions reflect the underwriting arrangements in respect of each of the instalments, with each of the Underwriters underwriting 25% of the Initial Instalment and Macquarie Capital Advisers and Deutsche Bank each underwriting 50% of both the Second Instalment and Final Instalment.

The Underwriters may appoint sub-underwriters.

The Underwriting Agreement contains various representations and warranties. It imposes various obligations on BCMCL such as ensuring the PDS complies with the Corporations Act and the Listing Rules and that the Offer documents and public information will not contain any material statements which are misleading or deceptive or any material omissions.

Any of the Underwriters may terminate the Underwriting Agreement in respect of its commitment on the occurrence of certain events between the date of the Underwriting Agreement and Allotment Date. These events are:

An adverse change occurs in the assets, liabilities or financial position of BrisConnections;
Change of law making the Offer illegal;
Debt funding not being available on or prior to Financial Close;
Financial Close not occurring on or before 1 August 2008; or
A breach, termination or amendment of the major project documents without the prior consent of the Underwriters.

Refer to Section 7 for details of the fees and reimbursements that the Underwriters are entitled to receive for underwriting the Offer.

11.5.23 Distribution Reinvestment Plan (DRP)

Eligibility

All Unitholders are eligible to participate in the DRP unless BCMCL determines that:

It would be unlawful, impractical or impossible for the Unitholder to participate;
Such participation would have an adverse effect on the regulatory approvals or licences which the BrisConnections Unit Trusts hold or for which they intend to apply; or
The Unitholder has a registered address in a place where participation or the making of an offer or invitation to participate would be prohibited or would require the issue of a prospectus or product disclosure statement or its equivalent under foreign law or would otherwise require regulatory approvals or compliance which BCMCL considers impractical.

Operation and participation

Participation in the DRP is optional. However, unless a Unitholder elects in writing not to participate in the DRP or is not eligible to participate in the DRP, Distributions on all of a Unitholder’s Stapled Units will be automatically reinvested in additional Stapled Units during the Fixed Distribution Period. A Unitholder may at any time elect to vary their level of participation in the DRP or withdraw from the DRP.

BCMCL may at any time:

Suspend or terminate the DRP if the issue of Stapled Units would breach any law or a Distribution will not be made;
Limit the amount of a Distribution which may be reinvested under the DRP;
In its absolute discretion, determine that a Unitholder is not eligible to participate in the DRP without being bound to give any reason for doing so;
Require all eligible Unitholders to participate fully in the DRP notwithstanding that a Unitholder has elected not to participate in the DRP or has elected not to participate fully in the DRP; or
Require an increase in Unitholders’ participation in the DRP, notwithstanding a Unitholder’s election under a notice of variation.

Stapled Units issued under the DRP, and any bonus Stapled Units issued in respect of Stapled Units which participate in the DRP, will automatically participate in the DRP.

Variation of level of participation or withdrawal from the DRP Participating Unitholders may vary their level of participation or withdraw from the DRP at any time by completing a notice of variation and returning it to BCMCL. Subject to BCMCL not requiring the continued participation of Unitholders, the variation or withdrawal will be effective for the next Distribution, provided the notice of variation is received on or prior to the DRP election date for that Distribution. BCMCL will notify Unitholders of the DRP election date in accordance with the DRP Rules.

Section 11 – Additional Information 190/211 169

11 Additional Information continued

Entitlement

On each Distribution Payment Date, participating Unitholders will be entitled to be issued the nearest whole number of Stapled Units (rounded down) which can be acquired at the price calculated below using the cash Distribution on the Stapled Units in the relevant unitholding accounts.

If there is an amount remaining after Stapled Units have been issued under the DRP, that amount will be carried forward to the next Distribution and will be added to that Distribution in determining the number of Stapled Units to be issued under the DRP on that next Distribution Payment Date.

Stapled Units will not be issued under the DRP if the issue would breach any provision of any applicable law or if BCMCL determines not to make a Distribution.

Any Distributions on Stapled Units which BCMCL is entitled to retain under the Constitutions or otherwise, will not be available for subscription under the DRP. If withholding tax is payable in respect of a Distribution, that tax will be deducted and only the balance will be applied in subscribing for Stapled Units.

Nature of DRP Stapled Units

Stapled Units issued under the DRP while the Stapled Units are partly paid will be partly paid Stapled Units. For example, Unitholders who receive Stapled Units under the DRP prior to the Second Instalment Payment Date will receive the Stapled Units partly paid to $1.00 and will be required to pay the Second Instalment and Final Instalment on those Stapled Units on the Second Instalment Payment Date and the Final Instalment Payment Date respectively, if they are still registered as the holders of those Stapled Units. If the Stapled Units issued under the DRP are issued between the Second Instalment Payment Date and the Final Instalment Payment Date, only the Final Instalment will be payable. Stapled Units issued under the DRP when the Stapled Units are fully paid will be fully paid Stapled Units.

The price of DRP Stapled Units

The price used to calculate the number of Stapled Units allotted under the DRP will be the Average Price, less a discount of 5%.

Costs

The issue of Stapled Units under the DRP will not be subject to brokerage, commissions or other transaction costs.

Ranking of DRP Stapled Units

Stapled Units issued under the DRP will rank equally in every respect with existing issued Stapled Units and will participate in all Distributions subsequently declared or paid.

DRP records

Unitholders participating in the DRP will be mailed a statement as soon as practicable after each issue of Stapled Units under the DRP, showing for each unitholding account, full details of the amount of Distribution entitlement, the issue price, the number of Stapled Units issued and any residual Distribution carried forward.

Sale of Stapled Units

Unitholders participating in the DRP may sell any of their Stapled Units, including Stapled Units participating in the DRP or issued under the DRP, at any time. If a Unitholder does not give BCMCL a notice of variation in respect of the remainder of the Unitholder’s holding following the sale, the Stapled Units sold will, to the extent possible, be taken to be Stapled Units that are not participating in the DRP.

Stapled Units which are transferred are deemed on registration of a valid transfer document to participate fully in the DRP. The purchaser of the Units may vary the level of participation or withdraw from the DRP by completing a notice of variation as set out above.

Stock exchange listing

Application will be made for all Stapled Units allotted under the DRP to be quoted on ASX.

Taxation

Unitholders participating in the DRP will be liable to include Distributions under the DRP in their taxable income on the same basis as if those Distributions had been received in cash. BCMCL does not take responsibility for the taxation liability of Unitholders. For further details, refer to Section 5. However, it is recommended that Unitholders obtain independent professional taxation or financial advice.

Modification and termination of the DRP

The DRP may be varied, suspended or terminated by BCMCL at any time by giving participating Unitholders notice in accordance with the DRP Rules.

11.5.24 DRP Underwriting Agreement

The DRP Underwriting Agreement provides that the DRP will be underwritten by the DRP Underwriter during the Fixed Distribution Period, with the exception of the first Distribution for the period ending 31 December 2008 which will not be underwritten (Underwritten Period). The issue of Stapled Units to the DRP Underwriter will result in a dilution of Unitholders’ holdings.

The DRP Underwriter agrees to provide an aggregate underwritten facility of $700 million, to be applied by BCMCL, at its discretion, in any proportion and to any or all offers of Stapled Units under the DRP during the Underwritten Period as required. In addition, the DRP Underwriter’s obligation to underwrite a Distribution is subject to certain limitations and will not exceed 3.5% of the market capitalisation of the Stapled Units (as at the close of trading on the record date for the Distribution, excluding Stapled Units subscribed for

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under the Deferred Equity Commitment Deed) plus 50% of the amounts (if any) sub-underwritten (as at the same date). These dates may be varied by the parties.

BCMCL may elect not to have a Distribution underwritten or to have a Distribution partially underwritten by the DRP Underwriter during the Underwritten Period.

The DRP Underwriting Agreement contains various representations and warranties, and imposes various obligations on BCMCL, including that BCMCL as Responsible Entity for the BrisConnections Unit Trusts is not in material breach of the Listing Rules or of any provision of the Corporations Act to an extent that is material to the BrisConnections Unit Trusts or the offer for each Distribution.

The DRP Underwriter may terminate the DRP Underwriting Agreement on the occurrence of certain events between the declaration date for a Distribution and 9.00am on the Business Day prior to the confirmation date for that Distribution.

Refer to Section 7 for details of the fees and reimbursements that the DRP Underwriter is entitled to receive for underwriting the DRP.

11.5.25 Custody Agreement

Under the Custody Agreement, BCMCL appoints the Custodian to hold the property of the BrisConnections Unit Trusts and the property of BrisConnections Investment Trust 2 on trust for BCMCL. The Custodian will act in accordance with the instructions of BCMCL. The terms of the Custody Agreement include the specific requirements of ASIC policies.

11.6 Airport Link project legislation

There is no Airport Link project specific legislation. Instead, the project will integrate with existing legislation already operative to facilitate the establishment and operation of tollroads by the State, including the Transport Infrastructure Act 1994 (Qld) which provides for:

The declaration of land as State tollroad corridor land;
The declaration of land as busway land;
The State to enter into a franchise agreement with a tollroad operator, which sets out their obligations in respect of maintenance, operation and repair of the tollroad; and
The fixing, charging and collecting of tolls relating to the use of vehicles.

11.7 Final approvals

The State must consult with and receive from the Coordinator-General a report to take account of BrisConnections’ concept design of Airport Link and any changed or new conditions to the planning approval for Airport Link as a condition precedent to Financial Close.

In certain circumstances, the State may elect to proceed to Financial Close on the basis that receipt of the report from the Coordinator-General is treated as a condition subsequent to be satisfied after Financial Close. Failure to satisfy a condition subsequent could result in termination of the Project and the redemption of Stapled Units (after deduction of costs of redemption and any other costs incurred for which BrisConnections is not indemnified). However, BrisConnections considers that the State would only propose to proceed to Financial Close if there is confidence that this condition will be satisfied.

11.8 ASIC modifications

ASIC has granted a number of modifications to the Corporations Act to the BrisConnections Unit Trusts, in relation to various administrative and other matters as follows:

Modifying sections 601FC(1)(c) and 601FD(1)(c) of the Corporations Act to permit BCMCL to have regard to the interests of Unitholders, as unitholders in the BrisConnections Unit Trusts rather than members’ interests on a scheme by scheme basis;
Modifying section 601GA(1)(a) of the Corporations Act to permit the issue price of a Stapled Unit to be determined by BCMCL in accordance with the method set out in the BrisConnections Unit Trusts Constitutions once the Stapled Units are officially quoted;
Modifying section 601LC of the Corporations Act to enable BCMCL and entities it controls to give financial benefits out of scheme property of the BrisConnections Unit Trusts to other entities in BrisConnections Group;
Modifying section 1012D(3) of the Corporations Act so that the exemption from the requirement to give a PDS under the DRP applies in respect of the Stapled Units; and
Modifying section 1017E of the Corporations Act to the extent necessary to permit BCMCL to hold application monies for the Stapled Units in one account.

Section 11 – Additional Information 192/211 171

11 Additional Information continued

11.9 ASX waivers

ASX has given the BrisConnections Unit Trusts ‘in principle’ waivers from the Listing Rules as follows:

Condition 7 of Listing Rule 1.1 to the extent necessary not to require each of the BrisConnections Unit Trusts to have each Unitholder hold a parcel of units with a value of at least $2,000 on the condition that the units are stapled together and the value of a parcel of Stapled Units will be greater or equal to $2,000;
Condition 8 of Listing Rule 1.1 in respect of compliance with Listing Rule 1.3 on the basis that the BrisConnections Unit Trusts will together satisfy the assets tests in Listing Rule 1.3;
Condition 2 of Listing Rule 2.1 on the basis that the Stapled Units (rather than each individual unit) will have an Issue Price and paid up value of at least 20 cents;
Listing Rule 6.24 in respect of item 1 of Appendix 6A to permit an estimated Distribution rate to be advised to ASX on the same day that the record date for determining entitlement to the Distribution is announced, and the actual Distribution rate to be advised to ASX as soon as it becomes known;
Listing Rule 8.10 to the extent necessary to permit BCMCL to refuse to register a transfer of a unit in a BrisConnections Unit Trust if it is not accompanied by a transfer of a unit in the other BrisConnections Unit Trust;
Listing Rule 10.1 to allow the transfer of substantial assets between the BrisConnections Unit Trusts without Unitholder approvals;
Listing Rule 6.11 to the extent necessary to permit the Distribution to be paid on a partly paid Stapled Unit prior to the Second Instalment Payment Date and Final Instalment Payment Date to be calculated on the basis that the partly paid Stapled Unit is fully paid;
Listing Rule 7.1 to the extent necessary to permit the issue of Stapled Units under the Deferred Equity Commitment Deed and the DRP Underwriting Agreement without Unitholder approval provided certain conditions are satisfied;
Listing Rule 10.11 to the extent necessary to permit the issue of Stapled Units under the Deferred Equity Commitment Deed and the DRP Underwriting Agreement without Unitholder approval provided certain conditions are satisfied; and
Listing Rule 1.3.5 on the basis that the BrisConnections Unit Trusts will not have audited accounts for three full financial years because the BrisConnections Unit Trusts have not been in existence for such a period.

ASX has also given certain ‘in principle’ confirmations to BrisConnections that aspects of the Offer are appropriate under the Listing Rules.

11.10 Interests and benefits of advisers and experts

Macquarie Capital Advisers, Credit Suisse (Australia), J.P. Morgan Australia and Deutsche Bank have each acted as Underwriter to the Offer and are entitled to receive the fees set out in Section 7.

Macquarie Capital Advisers has agreed to act as the DRP Underwriter and is entitled to receive the fees set out in Section 7.

Deloitte Corporate Finance has prepared the Investigating Accountants’ Report contained in this PDS and has been paid or will be paid $150,000 (excluding GST and disbursements).

Arup has provided traffic consulting services for BrisConnections’ bid for Airport Link and prepared the Traffic Experts’ Report, a summary of which is contained in this PDS, and has been paid or will be paid $4.69 million (excluding GST).

Macquarie Capital Group has been Sponsor of BrisConnections’ bid for Airport Link and will be paid the amount set out in Section 7. This includes 50% of the Sponsors’ development fee.

Macquarie Capital Advisers has acted as financial adviser to BrisConnections’ bid for Airport Link and the Offer. For this role, Macquarie Capital Advisers will be paid $56.05 million (excluding GST and disbursements) on 31 December 2008.

Macquarie Capital Advisers is the exclusive financial adviser to BrisConnections for 10 years. As a result, Macquarie Capital Advisers and other Macquarie Group companies may perform various services for BrisConnections from time to time. Arm’s length fees will be payable for those services. The Directors may seek external advice as to the appropriateness of fees and the terms of Macquarie Group company engagements.

Thiess and John Holland have been Sponsors of BrisConnections’ bid for Airport Link. For this role, Thiess and John Holland will be paid the fees set out in Section 7 on Financial Close. This includes 50% in aggregate of the Sponsors’ development fee and the balance sheet fee. BrisConnections will pay or reimburse Thiess and John Holland for all their out of pocket costs in relation to the bid, except those borne by Thiess and John Holland in their capacity as D&C Contractor.

Corrs Chambers Westgarth has advised BrisConnections in relation to its bid for Airport Link and the Offer and has been paid or will be paid $4.1 million (excluding GST and disbursements).

DLA Phillips Fox has advised BCMCL in its role as Responsible Entity of the BrisConnections Unit Trusts and has been paid or will be paid $75,000 (excluding GST and disbursements).

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URS has provided technical review services for BrisConnections’ bid for Airport Link and prepared the Technical Reviewers’ Report, a summary of which is contained in this PDS, and has been paid or will be paid $541,000 (excluding GST and disbursements).

The Issuer and Sponsors have effectively jointly and severally agreed to indemnify URS for all claims made by third parties arising out of the inclusion of the summary of the Technical Reviewers’ Report in this PDS. The Sponsors have also indemnified URS in respect of all claims arising from the Technical Reviewers’ Report or from any agreement to which URS is a party in its present role as Independent Verifier.

11.11 Benefits to related parties

BCMCL is a wholly owned subsidiary of JFI and as Responsible Entity of the BrisConnections Unit Trusts is entitled to the fees and reimbursement of costs as described in Section 7. Leighton Holdings is the parent company of Thiess and John Holland who are the D&C Contractors.

Thiess Trustee and John Holland Trustee, related companies of Leighton Holdings, together will subscribe for $200 million of Stapled Units on the Deferred Equity Contribution Date.

Macquarie Capital Group was issued 500 partly paid units on the establishment of the BrisConnections Investment Trust and 500 partly paid units on the establishment of the BrisConnections Holding Trust.

Entities within the BrisConnections Group have entered into Management Deeds (see the summary set out in Section 11.5.21) and an agreement to Sub-Lease (see summary of Lease set out in Section 11.5.7).

11.12 Complaints

BCMCL has an established policy for dealing with complaints. A copy of this policy can be found on BrisConnections website at www.brisconnections.com.au.

Unitholders who wish to complain should write to:

BrisConnections C/– Link Market Services Limited Locked Bag A14 Sydney South, NSW 1235 BCMCL is a member of an external dispute resolution scheme, the Financial Industry Complaints Service (FICS).

In all cases, if a Unitholder is dissatisfied with the response from BCMCL, the Unitholder can raise the complaint directly with FICS:

Financial Industry Complaints Service PO Box 579 Collins Street West Melbourne VIC 8007 Telephone: 1300 780 808 Facsimile: (03) 9621 2291 Website: www.fics.asn.au

On 1 July 2008, the Banking and Financial Services Ombudsman, Insurance Ombudsman Services and FICS will be merging to become the Financial Ombudsman Service (FOS). BCMCL has applied for participation in the dispute resolution scheme to be operated by FOS. Complaints may be submitted to FOS from 1 July 2008 at:

Financial Ombudsman Service GPO Box 3 Melbourne VIC 3001 Telephone: 1300 780 808 Fax: (03) 9613 6399 Website: www.fos.org.au Email: [email protected]

Section 11 – Additional Information 194/211 173

11 Additional Information continued

11.13 Consents and disclaimers

Macquarie Capital Advisers, Credit Suisse (Australia), J.P. Morgan Australia and Deutsche Bank have given and have not, before the date of this PDS, withdrawn their consent to be named in this PDS as Underwriters to this Offer in the form and context in which they are included. This PDS does not contain statements made by Macquarie Capital Advisers, Credit Suisse (Australia), J.P. Morgan Australia and Deutsche Bank or statements said to be based on statements made by them. Accordingly, Macquarie Capital Advisers, Credit Suisse (Australia), J.P. Morgan Australia and Deutsche Bank expressly disclaim responsibility for any part of this PDS.

Deloitte Corporate Finance has given and has not, before the date of this PDS, withdrawn its consent to be named in this PDS as Investigating Accountant and to the inclusion of the Investigating Accountants’ Report and all references to that report or that information in this PDS in the form and context in which it is included. Deloitte Corporate Finance expressly disclaims and takes no responsibility for any part of this PDS other than its Investigating Accountants’ Report and other references to that report or that information in this PDS.

Arup has given and has not, before the date of this PDS, withdrawn its consent to be named in this PDS as Traffic Expert and to the inclusion of a summary of the Traffic Experts’ Report and projections and all references to that report or that information in this PDS in the form and context in which they are included and formally verified by Arup. Arup expressly disclaims and takes no responsibility for any part of this PDS other than the summary of its Traffic Experts’ Report and projections and other references to that report or that information in this PDS.

Thiess and Thiess Trustee have given and have not, before the date of this PDS, withdrawn their consent to be named in this PDS as a sponsor of BrisConnections’ bid for Airport Link in the form and context in which they are included. Thiess and Thiess Trustee expressly disclaim and take no responsibility for any part of this PDS.

John Holland and John Holland Trustee have given and have not, before the date of this PDS, withdrawn their consent to be named in this PDS as a sponsor of BrisConnections’ bid for Airport Link in the form and context in which they are included. John Holland and John Holland Trustee expressly disclaim and take no responsibility for any part of this PDS.

URS has given and has not, before the date of this PDS, withdrawn its consent to be named in this PDS as Technical Reviewer and to the inclusion of a summary of the Technical Reviewers’ Report and all references to that report in this PDS in the form and context in which they are included. URS expressly disclaims and takes no responsibility for any part of this PDS.

Link Market Services Limited has given and has not, before the date of this PDS, withdrawn its consent to be named in this PDS as the Registry in the form and context in which they are included. Link Market Services Limited expressly disclaims and takes no responsibility for any part of this PDS.

11.14 Directors Consent to Lodgement

Each director has given and not withdrawn their consent to lodgement of this PDS with ASIC.

Macquarie Capital Group has given and has not, before the date of this PDS, withdrawn its consent to be named in this PDS as a sponsor of BrisConnections’ bid for Airport Link in the form and context in which they are included. Macquarie Capital Group expressly disclaims and takes no responsibility for any part of this PDS.

Corrs Chambers Westgarth has given and has not, before the date of this PDS, withdrawn its consent to be named in this PDS as legal adviser to BrisConnections in the form and context in which they are included. Corrs Chambers Westgarth expressly disclaims and takes no responsibility for any part of this PDS.

DLA Phillips Fox has given and has not, before the date of this PDS, withdrawn its consent to be named in this PDS as legal adviser to BCMCL in the form and context in which they are included. DLA Phillips Fox expressly disclaims and takes no responsibility for any part of this PDS.

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Glossary

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12 Glossary

A$ or $ or AUD Agent Agreement to Lease Agreement to Sub-Lease Airport Link Airport Link Catchment Airport Link Corridor Airport Link Opening Airport Roundabout Upgrade Airport Roundabout Upgrade Completion Airport Roundabout Upgrade Contract Price Airport Roundabout Upgrade Interface Agreement Airport Roundabout Upgrade Works Deed Allotment Date Applicants	Australian dollars
	The agent of the Lenders from time to time, being at the date of this PDS, Australia and New Zealand Banking Group Limited (ABN 11 005 357 522)
	The agreement to lease between the State and BC Trustee described in Section 11.5.6
	The agreement to sub-lease between BC Trustee and BC Operations described in 11.5.7
	The project proposed as a connection between Bowen Hills, Kedron and Toombul including the physical tunnel, road, works, facilities and systems (including the Tolling System) required to be designed and constructed under the Project Deed
	The areas of Brisbane for which Airport Link offers potential users a viable alternative route, as determined by the modelling of the Traffc Expert
	Describes the area surrounding and serviced by Airport Link, which is located within South East Queensland
	The date on which Airport Link (including the Tolling System) will be opened for traffc. This date is expected to be 47 months after the date of Financial Close and will occur on or after Construction Completion
	The proposed upgrade to the roundabout at the East-West Arterial / Airport Drive / Gateway Motorway interchange located near Brisbane Airport that BrisConnections is required to design and construct
	The date on which construction of the Airport Roundabout Upgrade is completed so as to allow traffc fows in accordance with the Airport Roundabout Upgrade Works Deed
	$272 million, or such higher amount as determined in accordance with the Airport Roundabout Upgrade Works Deed if commencement of the Airport Roundabout Upgrade occurs after the frst anniversary of the Airport Roundabout Upgrade Works Deed
	The Airport Roundabout Upgrade Interface Agreement described in Section 11.5.12, also known as the EWAG Interface Agreement
	The Airport Roundabout Upgrade Works Deed described in Section 11.5.10, also known as the EWAG Works Deed
	The date on which the Stapled Units issued under this PDS are allotted to Unitholders, assumed for the purpose of this PDS to be 29 July 2008
	Persons who submit a valid Application Form under this PDS

Application or Application Form ASIC

ASTC ASX

Average Price

BAC

Application form attached to or accompanying this PDS

Australian Securities and Investments Commission

ASX Settlement and Transfer Corporation Pty Ltd (ABN 49 008 504 532)

ASX Limited (ABN 98 008 624 691)

The arithmetic average of the daily volume weighted average price for the Stapled Units sold on ASX (excluding any special crossings) over a 20 trading day pricing period (subject to any relevant adjustments when the Stapled Units are partly paid) Brisbane Airport Corporation Pty Limited (ACN 076 870 650), which is the entity responsible for the operation and development of Brisbane Airport. BAC holds a long-term lease from the Commonwealth Government over Brisbane Airport land (on or over which the Airport Roundabout Upgrade is to be partly located)

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Base Case Equity Return Base Case Financial Model BC Asset Trust BC Contracting BC Holding 2 BC Investment Trust 2 BC Operations BC Trustee BCMCL BCMCL Board or Board Brisbane CBD Brisbane CPI BrisConnections BrisConnections Unit Trusts Broker Firm Offer Business Day Busway Busway Completion CHESS Closing Date Concession Concession Period Constitutions Construction Completion Construction Facility	A fgure sourced from the Base Case Financial Model and used in the Project Deed and other documents as the benchmark for calculating certain adjustments and payments due to BrisConnections. The Base Case Equity Return is defned as a nominal internal rate of return (post-BrisConnections tax, pre-investor tax) of 17%
	The fnancial model and assumptions which are incorporated in the Project Deed
	BrisConnections Asset Trust (ABN 74 715 990 030)
	BrisConnections Contracting Pty Ltd (ABN 99 128 631 498)
	BrisConnections Holding 2 Pty Ltd (ACN 128 614 755)
	BrisConnections Investment Trust 2 (ABN 93 226 656 354)
	BrisConnections Operations Pty Ltd (ABN 69 128 615 547)
	BrisConnections Nominee Company Pty Ltd (ABN 43 128 615 814) in its capacity as trustee for BC Asset Trust
	BrisConnections Management Company Limited (ABN 67 128 614 291)
	The board of directors of BCMCL
	The central business district of Brisbane
	The All Groups Consumer Price Index Brisbane published quarterly by the Australian Bureau of Statistics
	BCMCL, BrisConnections Holding Trust, BrisConnections Investment Trust, BrisConnections Investment Trust 2, BrisConnections Asset Trust, BrisConnections Holding 2, BC Operations, FinCo, BC Contracting, NB Contracting and BC Trustee
	BrisConnections Investment Trust and BrisConnections Holding Trust
	The offer described in Section 2.2.2
	A day other than a Saturday or Sunday on which banks are open for general banking business in Brisbane
	The section of the Northern Busway from Windsor to Kedron that BrisConnections is required to design and construct
	The date the construction of the Busway is completed by the NB Works Contractor in accordance with the NB Works Deed
	The Clearing House Electronic Subregister System operated by ASTC for the purpose of settling transactions and registering transfers of approved fnancial products
	Closing date for the Offer, being 16 July 2008
	The right granted by the State under the Project Deed to design, construct, fnance, operate and maintain Airport Link and charge a toll for vehicular use
	A period of 45 years from the date of Financial Close
	The constitution of BrisConnections Investment Trust and the constitution of BrisConnections Holding Trust or either one of them
	The date on which Airport Link (excluding the Tolling System) and everything else necessary to open Airport Link for the safe, effcient and continuous passage of vehicles is complete. This date is expected to be 47 months after the date of Financial Close
	The construction facility described in Sections 9.3 and 11.5.14

Section 12 – Glossary 198/211 177

12 continued Glossary

Construction Phase Corporations Act CPI Credit Suisse (Australia) Custodian Custody Agreement D&C Contract D&C Contract Price D&C Contractor D&C Guarantor Debt Finance Side Deed Debt Financing Documents Debt Financing Facilities Deferred Equity Commitment Deed Deferred Equity Contribution Date Deferred Equity Tranche Deutsche Bank Directors Discriminatory Change in State Law Distribution or Distributions Distribution Calculation Date Distribution Payment Date Distribution Period	The period between Financial Close and Construction Completion during which most of the design and construction of Airport Link is to take place
	Corporations Act 2001(Cwlth)
	The Australian Consumer Price Index (All groups – weighted average of eight capital cities) published quarterly by the Australian Bureau of Statistics
	Credit Suisse (Australia) Limited (ABN 94 007 016 300)
	Trust Company Limited (ACN 004 027 749)
	The Custody Agreement described in Section 11.5.25
	The contract between BC Operations, BC Trustee, BC Contracting, the NB Works Contractor and the D&C Contractor to design, construct and commission Airport Link and associated works, described in Section 11.5.11
	The fxed price of approximately $4.1 billion, comprising approximately $3.4 billion in respect of Airport Link (including $47 million, based on interest rates at 14 April 2008, that relates to the works to be funded by the State), $444 million in respect of the Busway and $272 million in respect of the Airport Roundabout Upgrade
	An unincorporated joint venture comprising John Holland and Thiess
	Leighton Holdings
	The Debt Finance Side Deed described in Section 11.5.3
	The documents in respect of the Debt Financing Facilities, including those documents described in Sections 11.5.14 and 11.5.15
	The Equity Bridge Facilities, State Bridge Facility, Reserve Facility, Construction Facility, Term Debt Facility, IPO Equity Bridge Facility and any ancillary, amending or supplemental debt fnancing facilities or agreements
	The Deferred Equity Commitment Deed described in Section 11.5.20
	The earliest of 24 months after Construction Completion or the date which is 71 months after Financial Close
	The Deferred Equity Tranche raising $200 million in aggregate, subscribed for on the Deferred Equity Contribution Date
	Deutsche Bank AG, Sydney Branch (ABN 13 064 165 162)
	The directors of BCMCL
	A change to a State Law, including a modifcation or repeal to an existing law, enactment of a new law, or change in application or interpretation of a law due to the amendment, change, repeal or enactment of another State Law which specifcally and only affects Airport Link or has a direct effect upon Airport Link together with other privately owned and operated tollroads in Queensland
	Dividend, return of capital or other distribution or payment (in cash or in kind) in respect of Stapled Units
	31 December and 30 June in each year or such other days as BCMCL designates
	The date on which the semi-annual Distributions for the periods ending 30 June and 31 December are paid
	The period from the day after a Distribution Calculation Date to the next occurring Distribution Calculation Date

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Distribution Reinvestment Plan or DRP DRP Rules DRP Underwriter DRP Underwriting Agreement Equity Bridge Facilities Equity Return Final Instalment Final Instalment Payment Date Final Instalment Record Date Financial Close FinCo Fixed Distribution Period Fixed Time, Fixed Price Construction Contract Force Majeure Event Independent Verifer Independent Verifer Agreement Intermediate Entities Initial Instalment Institutional Offer Investigating Accountant or Deloitte Corporate Finance	Distribution Reinvestment Plan of the BrisConnections Unit Trusts
	The BrisConnections Distribution Reinvestment Plan Rules
	Macquarie Capital Advisers
	The DRP Underwriting Agreement described in Section 11.5.24
	The equity bridge facilities described in Sections 9.3 and 11.5.14
	The internal rate of return at any time which a notional investor is reasonably projected to receive (post-BrisConnections tax, pre-investor tax) on its investment in Airport Link over the Concession Period from the date of investment
	$1.00 per Stapled Unit payable 18 months after Allotment Date
	The date 18 months following Allotment Date
	The date at which a person is taken to hold Stapled Units for the purposes of determining whether that person is required to pay the Final Instalment
	The date of fnancial close of the Project, when all the conditions precedent of the State, BrisConnections and other parties to the Project have been either satisfed or waived by the party entitled to them. These conditions precedent include arranging the insurance policies and performance bonds required for the Project, tabling the Project Deed in Parliament and notifcation in the Queensland Government Gazette of the entry of the relevant parties into the Project Deed. This is expected to occur on or before 30 July 2008
	BrisConnections Finance Pty Ltd (ABN 48 128 629 676)
	The period commencing on the Listing Date and expiring on the earlier of: (a) the date on which the 12th Distribution is paid by BrisConnections; and (b) the later of 30 September 2014 and 75 months following the Listing Date
	A contract pursuant to which a stipulated scope of work is to be designed and constructed for an agreed price within an agreed timeframe on the terms set out in the contract. The price and the timeframe are subject to adjustment in certain circumstances, including for certain modifcations
	Certain events beyond the reasonable control of BrisConnections which cause it to be unable to perform an obligation under the Project Documents, and which could not be prevented, remedied or overcome by BrisConnections or their contractors exercising a reasonable standard of care and diligence
	The party appointed under the Independent Verifer Agreement to perform the Independent Verifer’s functions
	The Independent Verifer Agreement described in table 11.1
	BCMCL as trustee, and Custodian as custodian, of the BC Investment Trust 2 and BC Holding 2
	$1.00 per Stapled Unit payable on application for Stapled Units
	The offer described in Section 2.2.3
	Deloitte Corporate Finance Pty Ltd (ABN 19 003 833 127)

Section 12 – Glossary 200/211 179

12 continued Glossary

Investigating Accountants’ Report Investor IPO EBF Security Trust Deed

IPO EBF Security Trustee IPO Equity Bridge Facility IPO Equity Bridge Facility Agreement Issue Price Issuer

JFI or JF Infrastructure John Holland

John Holland Services John Holland Trustee

J.P. Morgan Australia Key Performance Indicators or KPI Lease

Leighton Holdings Leighton Holdings Group Lenders

Lenders’ Security Documents Listed Listing Date Listing Rules Macquarie Capital Advisers Macquarie Capital Group

Macquarie Financial Holdings Management Deeds Material Adverse Effect

The report prepared by the Investigating Accountant, summarised in the letter dated 24 June 2008

Investor in the Stapled Units

The deed that established the BrisConnections IPO Equity Bridge Security Trust and sets out the terms on which the IPO EBF Security Trustee holds the securities granted by BCMCL as Responsible Entity and manager for each of the BrisConnections Unit Trusts on behalf of the IPO EBF Lenders, the Agent, the IPO EBF Security Trustee and providers of the interest rate management hedging

The person appointed as security trustee under the IPO EBF Security Trust Deed The IPO equity bridge facility described in Sections 9.3 and 11.5.15

The IPO Equity Bridge Facility Agreement described in Section 11.5.15

$3.00 per Stapled Unit BCMCL JF Infrastructure Pty Ltd (ABN 15 106 690 171) John Holland Pty Ltd (ABN 11 004 282 268), a wholly owned subsidiary of Leighton Holdings John Holland Services Pty Ltd (ABN 74 099 412 656)

John Holland Infrastructure Nominees Pty Ltd (ACN 123 866 973) as trustee of the John Holland Infrastructure Trust, a trust established by deed of trust dated 13 March 2007, the units of which are wholly owned by the Leighton Holdings Group J.P. Morgan Australia Limited (ABN 52 002 888 011) Specific measures of the O&M Contractor’s standard of performance of the O&M activities The lease between the State and BC Trustee described in Section 11.5.7 Leighton Holdings Limited (ABN 57 004 482 982) Leighton Holdings and its majority or wholly owned entities and subsidiaries The providers of the Debt Financing Facilities from time to time and may, where the context permits, include the Agent or Security Trustee of such lenders

The securities described in Section 11.5.3

Being on the official list of ASX and Listing is to be construed accordingly The date on which the BrisConnections Unit Trusts are Listed Listing Rules of ASX Macquarie Capital Advisers Limited (ABN 79 123 199 548) Macquarie Capital Group Limited (ABN 54 096 705 109) Macquarie Financial Holdings Limited (ABN 63 124 071 398)

The Management Deeds described in Section 11.5.21

In the context of a Possible MAE Event, a material adverse effect on the ability of BrisConnections to pay the Senior Debt and Base Case Equity Return (or actual returns, if less)

201/211

180 Smarter ways to move JZ BrisConnections PDS

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NB Works Contractor
NB Works Contractor Deed
of Charge
NB Works Deed
Northern Busway
Notional Equity
NSBT
O&M Contract
O&M Contractor
O&M Guarantor
Obligor
Offer
Operations Phase
PDS
Performance Specifcation
Possible MAE Events
Project
Project Deed
Project Documents
Public Offer

Northern Busway Contracting Pty Ltd (ACN 128 616 464)
The NB Works Contractor Deed of Charge described in table 11.1
The NB Works Deed described in Section 11.5.9
The two-lane, two-way bus only roadway proposed between the existing Inner Northern
Busway at Royal Children’s Hospital at Herston north through to Sadlier Street, Kedron
The anticipated number of Stapled Units on issue at the Deferred Equity Contribution Date
(including the Stapled Units issued to Thiess Trustee and John Holland Trustee under the
Deferred Equity Commitment Deed) on the assumption that no additional Stapled Units are
issued after Allotment Date. In practice the number of units can be expected to vary with
changes from Allotment Date to the Deferred Equity Contribution Date and as a result of the
issue of Stapled Units under the DRP described in Section 11.5.23. The Notional Equity
provides an approximation of the overall voting rights in BrisConnections
North-South Bypass Tunnel – a system of road tunnels currently being constructed by
RiverCity Motorway Group under the Brisbane CBD and Brisbane River. The mainline tunnels
will be approximately 4.8km in length and construction is scheduled for completion in 2010
Contract between BC Operations and the O&M Contractor described in Section 11.5.13
The contractors engaged by BrisConnections pursuant to the O&M Contract, initially being
Thiess Services and John Holland Services
Thiess and John Holland
FinCo, BC Contracting, BC Operations, NB Works Contractor, BC Trustee and BrisConnections
Nominee Company Pty Ltd in its own capacity or any one or more of them as the case may
be or context requires
The offer of approximately 408.67 million Stapled Units pursuant to this PDS at the Issue
Price of $3.00 per Stapled Unit
The period from the date that Airport Link is open for traffc until the end of the Concession
Period, during which BrisConnections shall be entitled to operate Airport Link
This product disclosure statement
The technical description of the construction and operating activities which are to be carried
out by BrisConnections and BC Contracting or their contractors pursuant to the Project
Documents. It is an exhibit to the Project Deed
Includes those events as set out in Section 11.5.1 (Material Adverse Effect Regime)
The design, construction, operation, maintenance and fnancing of Airport Link as required
under the Project Documents, and the design and construction of the Busway and the Airport
Roundabout Upgrade as required under the NB Works Deed and the Airport Roundabout
Upgrade Works Deed respectively
The Project Deed between the State, BC Operations and BC Trustee under which
BrisConnections is granted the right to build, own and operate Airport Link, described in
Section 11.5.1
The project, fnance and ancillary documents in relation to Airport Link and any amending
or supplemental agreements to these documents, including the documents described in
Section 11
The offer described in Section 2.2.1

Section 12 – Glossary 202/211 181

12 continued Glossary

Queensland Motorways Queensland Rail Ramp-up

Registry Reserve Facility Responsible Entity Second Instalment Second Instalment Payment Date Second Instalment Record Date Security Trust Deed

Security Trustee

Senior Debt

Application Forms

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Smarter ways to move BrisConnections PDS 206/211 185

207/211

Pin cheque(s) here (do not staple)

Broker Code

BrisConnections Management Company Limited

ABN 67 128 614 291 AFSL 322 275 as responsible entity for BrisConnections Investment Trust ARSN 131 124 813 and BrisConnections Holding Trust ARSN 131 125 025

Adviser Code

Australian Application Form

This Application Form is important. Please read the entire PDS before lodging this Application Form. This Application Form must not be handed to another person unless attached to or accompanied by the PDS dated 24 June 2008 and a person who gives another person access to this Application Form must at the same time and by the same means give the other person access to the PDS. While the PDS is current, BrisConnections Management Company Limited will send paper copies of the PDS, and any supplementary document and the Application Form, free of charge upon request. Defined terms in the PDS have the same meaning where used in this Application Form.

A

C

D

Number of Stapled Units applied for Initial Instalment per Stapled Unit	Number of Stapled Units applied for Initial Instalment per Stapled Unit	Enclosed amount	Enclosed amount
at $A1.00 , ,	B	$A	,	,	.	0	0
(minimum 2,000 Stapled Units, thereafter in multiples of 500 Stapled Units)
PLEASE COMPLETE YOUR DETAILS BELOW(refer overleaf for correct forms of registrable names)							+
Surname/Company NameApplicant
Title First Name	Middle Name
Surname/Company NameJoint Applicant #2
Title First Name	Middle Name
Designated account e.g. (or Joint Applicant #3)
PLEASE COMPLETE POSTAL ADDRESS DETAILS
PO Box/RMB/Locked Bag/Care of (c/-)/Property name/Building name (if applicable)
Unit Number/Level Street Number Street Name
Suburb/City or Town			State		Postcode

E X

Please note: that if you supply a CHESS HIN but the name and address details on your Application Form do not correspond exactly with the registration details held at CHESS, your Application will be deemed to be made without the CHESS HIN and any Stapled Units issued as a result of the Offer will be held on the Issuer sponsored sub-register and you will be allocated a Security holder Reference Number (SRN).

Telephone Number where you can be contacted during business hours Contact Name (PRINT)

F ( )

Cheque or bank draft should be made payable to “BrisConnections Public Offer” in Australian dollars and crossed “Not Negotiable”.

G

Cheque or Bank Draft Number	BSB		Account Number	Account Number				+
		-
		Total Amount $A	,	,	.	0	0

I INVESTOR DECLARATION

I/We declare that by lodging this Application Form, I/we represent and warrant that I/we have read and understood the PDS to which this Application Form relates including the disclaimer under “CAPITAL AND INVESTMENT RETURNS ARE NOT GUARANTEED”, agree to be bound by the Constitutions of BrisConnections Investment Trust and BrisConnections Holding Trust and the terms and conditions of the Offer. I/We acknowledge that the accompanying payment represents payment of the Initial Instalment only. By lodging this Application Form, I/we declare that this Application Form is attached to or accompanying the PDS and that all statements made by me/ us are complete and accurate. I/We represent and warrant that by lodging this Application Form, I am/we are at least 18 years of age, and are in compliance with all laws of the Commonwealth of Australia relevant to this Application. I/We acknowledge that I am/we are residents of Australia and physically located in Australia.

NO SIGNATURES ARE REQUIRED

Offer Closes 5:00pm AEST on Wednesday, 16 July 2008

208/211 BCS IPO001

Your Guide to the Application Form

Please complete all relevant white sections of the Application Form in BLOCK LETTERS, using black or blue ink. These instructions are cross-referenced to each section of this Application Form. Each Applicant by lodging this Application Form agrees to become a member of BrisConnections Investment Trust and BrisConnections Holding Trust and agrees to be bound by their respective constitutions as amended from time to time.

The Stapled Units to which this Application Form relates each comprises a Unit in BrisConnections Investment Trust and a Unit in BrisConnections Holding Trust, which will be listed on ASX as Stapled Units. The Stapled Units are being offered for subscription by BrisConnections Management Company Limited (“Issuer”). Further details about the Stapled Units are contained in the PDS dated 24 June 2008. During the Offer period, the Issuer will send paper copies of the PDS, any supplementary document and the Application Form, free of charge upon request.

ASIC requires that a person who provides access to an electronic application form must provide access, by the same means and at the same time, to the relevant PDS. This Application Form is included in the PDS. The PDS contains important information about investing in Stapled Units. You should read the PDS before applying for Stapled Units.

A Insert the number of Stapled Units you wish to apply for. The Application must be for a minimum of 2,000 Stapled Units and thereafter in multiples of 500. You may be issued all of the Stapled Units applied for or a lesser number.
B Insert the relevant amount of application monies. The Issue Price is $A3.00 per Stapled Unit, payable in three instalments: an Initial Instalment of $A1.00 per Stapled Unit payable on Application; a Second Instalment of $A1.00 per Stapled Unit payable 9 months after Allotment Date; and a Final Instalment of $A1.00 per Stapled Unit payable 18 months following Allotment Date. To calculate your total Initial Instalment payable, multiply the number of Stapled Units applied for by $A1.00. Amounts should be in Australian dollars. Please make sure the amount of your cheque(s) equals this amount.
C Write the full name you wish to appear on the register of Stapled Units. This must be either your own name or the name of a company. Up to three joint Applicants may register. You should refer to the table below for the correct registrable title. Applications using the wrong form of names may be rejected.
D Please enter your postal address for all correspondence. All communications to you from the Issuer and the Registry will be mailed to the person(s) and address as shown. For joint Applicants only one address can be entered.
E If you are already a CHESS participant or sponsored by a CHESS participant, write your Holder Identification Number (HIN) here. The name and address provided must be exactly the same as recorded on CHESS, otherwise you will be sponsored by the Issuer and allocated a Security holder Reference Number (SRN). If you are not a CHESS participant (or are not sponsored by a CHESS participant) leave this section blank and on allotment, you will be sponsored by the Issuer and allocated a SRN.
F Please enter your telephone number(s), area code and contact name in case we need to contact you in relation to your Application. These details are not compulsory but will assist us if we need to contact you.
G Please complete cheque details and make it payable to “BrisConnections Public Offer” as follows:
Make your cheques payable in Australian dollars and cross it “Not Negotiable”. Your cheque or bank draft must be drawn on an Australian branch of an Australian Bank. Cash will not be accepted and a receipt for payment will not be forwarded.
The amount should agree with the amount shown in Section B.
unpaid are likely to result in your Application being rejected.
Pin (do not staple) your cheque(s) to the Application Form where indicated.

LODGEMENT INSTRUCTIONS

General Applications: You must return your application so it is received before 5:00pm on Wednesday, 16 July 2008 to:

Link Market Services Limited, Locked Bag A14, Sydney South, NSW, 1235; or Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000

Broker Firm Applications: These instructions will differ from the procedures set out above for general Applicants.

If you have any questions regarding your Application, please contact the BrisConnections Offer Information Line on 1800 236 994 (Australia) or +61 2 8280 7609 (from outside Australia).

PRIVACY STATEMENT

Link Market Services Limited advises that Chapter 2C of the Corporations Act 2001 requires information about you as a shareholder (including your name, address and details of the shares you hold) to be included in the public register of the entity in which you hold shares. Information is collected to administer your shareholding and if some or all of the information is not collected then it might not be possible to administer your shareholding. Your personal information may be disclosed to the entity in which you hold shares. Your personal information may also be disclosed to third party authorities, including pursuant to BrisConnections Management Company Limited’s obligations under the AntiMoney Laundering and Counter-Terrorism Financing Act 2006 (Cth). You can obtain access to your personal information by contacting us at the address or telephone number shown on this form. Our privacy policy is available on our website (www.linkmarketservices.com.au).

CORRECT FORMS OF REGISTRABLE NAMES

Note that ONLY legal entities are allowed to hold Stapled Units. Applications must be in the name(s) of natural persons or companies. At least one full given name and the surname is required for each natural person. The name of the beneficiary or any other non-registrable name may be included by way of an account designation if completed exactly as described in the examples of correct forms below.

exactly as described in the examples of correct forms below.
Type of Investor	Correct Form of Registration	Incorrect Form of Registration
Individual Usegiven names in full,not initials	Mrs Katherine Clare Edwards	K C Edwards
Company Use Company’s full title,not abbreviations	Liz Biz Pty Ltd	Liz Biz P/L or Liz Biz Co.
Joint Holdings Use full and complete names	Mr Peter Paul Tranche & Ms Mary Orlando Tranche	Peter Paul & Mary Tranche
Trusts Use the trustee(s) personal name(s)	Mrs Alessandra Herbert Smith	Alessandra Smith Family Trust
Deceased Estates Use the executor(s) personal name(s)	Ms Sophia Garnet Post & Mr Alexander Traverse Post	Estate of late Harold Post or Harold Post Deceased
Minor (a person under the age of 18 years) Use the name of a responsible adult with an appropriate designation	Mrs Sally Hamilton	Master Henry Hamilton
Partnerships Use the partners’ personal names	Mr Frederick Samuel Smith & Mr Samuel Lawrence Smith	Fred Smith & Son
Long Names	Mr Hugh Adrian John Smith-Jones	Mr Hugh A J Smith Jones
Clubs/Unincorporated Bodies/Business Names Use offce bearer(s) personal name(s)	Mr Alistair Edward Lilley	Vintage Wine Club
Superannuation Funds Use the name of the trustee of the fund	XYZ Pty Ltd	XYZ Pty Ltd Superannuation Fund
• Put the name(s) of any joint Applicant(s) and/or account description using < > as indicated above in designated spaces at section C on the Application Form. JZ 209/211

Corporate Directory

Directors of BrisConnections Management Company Limited Mr Trevor Rowe Mr Nicholas Lattimore Mr Ray Wilson Mr Richard Wharton Mr John Allpass

Responsible Entity BrisConnections Management Company Limited Units 5a & 5b West End Corporate Park 305 Montague Road West End QLD 4101

Underwriters

Credit Suisse (Australia) Limited Level 31, Gateway 1 Macquarie Street Sydney NSW 2000 Deutsche Bank AG, Sydney Branch Deutsche Bank Place Level 16 Cnr Hunter and Phillip Streets Sydney NSW 2000

J.P. Morgan Australia Limited Level 32, Grosvenor Place 225 George Street Sydney NSW 2000

Macquarie Capital Advisers Limited A Member of the Macquarie Group of Companies No 1 Martin Place Sydney NSW 2000

Financial Adviser

Macquarie Capital Advisers Limited A Member of the Macquarie Group of Companies No 1 Martin Place Sydney NSW 2000

Legal Adviser to BrisConnections

Corrs Chambers Westgarth Bourke Place 600 Bourke Street Melbourne VIC 3000

Investigating Accountant

Deloitte Corporate Finance Pty Limited Grosvenor Place 225 George Street Sydney NSW 2000

210/211

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211/211

State Works Contribution State Works Deed Sub-Lease Syndicated Facilities Agreement Technical Reviewer or URS Technical Reviewers’ Report Term Debt Facility Thiess Thiess Services Thiess Trustee Toll Tolling System Tollroad Control Centre Traffc Expert or Arup Traffc Experts’ Report Underwriters Underwriting Agreement Uninsurable Force Majeure Event Unitholders Yield	The amount the State is required to pay for the State Works
	The State Works Deed described in Section 11.5.8
	The sub-lease between BC Trustee and BC Operations described in Section 11.5.7
	The Syndicated Facilities Agreement described in Section 11.5.14
	URS Australia Pty Ltd (ABN 46 000 691 690)
	The report prepared by the Technical Reviewer, summarised in the letter dated 24 June 2008
	The term debt facility described in Sections 9.3 and 11.5.14
	Thiess Pty Ltd (ABN 87 010 221 486), a wholly owned subsidiary of the Leighton Holdings Group
	Thiess Services Pty Ltd (ABN 69 010 725 247), a wholly owned subsidiary of the Leighton Holdings Group
	Thiess Infrastructure Nominees Pty Ltd (ABN 68 123 866 955) as trustee of the Thiess Infrastructure Trust, a trust established by deed of trust dated 6 March 2007, the units of which are wholly owned by the Leighton Holdings Group
	A toll levied for the use of Airport Link (or any part of Airport Link)
	The physical hardware, software, frmware and other aspects of the system proposed to be used or used for levying and collecting Tolls in accordance with the Project Deed, including any billing systems, operating systems, customer relationship management systems (including any call centre procedures and systems) and any other ancillary systems that are necessary for the full and proper operation of the Tolling System and Airport Link
	The Airport Link centre building and related facilities, equipment and systems described in the Performance Specifcations and that part of the Tolling System necessary to enable BrisConnections to sell tags, market to the customer base, open accounts and settle interoperable transactions with other tollroad service providers
	Arup Pty Limited (ABN 18 000 966 165)
	The report prepared by the Traffc Expert that sets out the traffc forecasts that form the basis of BrisConnections’ revenue forecasts, summarised in the letter dated 24 June 2008
	Macquarie Capital Advisers, Credit Suisse (Australia), J.P. Morgan Australia and Deutsche Bank
	The Underwriting Agreement described in Section 11.5.22 and as subsequently amended by the parties
	A force majeure event in respect of which BrisConnections is not insured and insurance against the risk is not available from a reputable insurer, or the insurance premium against the risk is available only at such a level or on such terms and conditions that a reputable insurance broker certifes in its reasonable opinion that the risk is not generally being insured against by prudent, competent and experienced participants in the tollroad and busway industry, or the State agrees that such insurance is unavailable
	Registered holders of Stapled Units
	Cash distribution paid to investors funded through cash reserves and an underwritten DRP

AI assistant

Macquarie Group Limited — Major Shareholding Notification 2008

10518_rns_2008-07-31_fd7920bc-b3bb-42ab-9b74-7ee975dc3bec.pdf

NOTICE OF INITIAL SUBSTANTIAL HOLDER

Contact

Corporations Act 2001 Section 671B

Notice of initial substantial holder

2. Details of voting power

3. Details of relevant interests

4. Details of present registered holders

5. Consideration

6. Associates

7. Addresses

ANNEXURE 'A'

ANNEXURE 'B'

Consideration

ANNEXURE 'C'

PRODUCT DISCLOSURE STATEMENT PRODUCT DISCLOSURE STATEMENT

AIRPORT LINK PROJECT

Important information

Responsible Entity

General Financial Product Advice Only

Forecasts

Regulatory Information

Exposure Period

Selling Restrictions Apply

Defi nitions and Abbreviations

Photographs and Diagrams

Key Statistics

Important Dates

Dear Investor

Fixed Time, Fixed Price Construction Contract

A robust and simple financial structure

Sponsors have a proven track record

Investment Overview

1 Investment Overview

1.1 Overview

1.1.1 The Busway and the Airport Roundabout Upgrade

1.2 Stapled Units

1.3 The Offer

1.4 Responsible Entity

1.5 Funding Airport Link

1.6 Distributions to Unitholders and the Distribution Reinvestment Plan

1 Investment Overview continued

1.7 Significant benefits

1.8 Significant risks

Details of the Offer

2 Details of the Offer

2.1 Timetable for the Offer

2.2 Structure of the Offer

2.2.1 Public Offer

How many Stapled Units can be applied for?

How to complete an Application Form

Who should cheques be made payable to?

Where and when to send your Application Form

Mailing address:

Acceptance of Applications

2.2.2 Broker Firm Offer

2.2.3 Institutional Offer

2.2.4 Discretion

2.3 Conditions of the Offer

2.4 Cooling-off

2.5 Allocation and allotment

Priority for Queensland Residents

2.6 Second Instalment

2.7 Final Instalment

2.8 Disbursement of application monies

2.10 Underwriting

2.11 ASX Quotation

2.12 CHESS and holding statements

2.9 Broker stamping fees

2 Details of the Offer continued

2.13 Deferred settlement trading

2.14 Anti-money laundering laws

2.15 Enquiries

Importance of Airport Link

3 Importance of Airport Link

3.1 Overview of Airport Link and the TransApex agenda

3.1.1 Airport Link

3 continued Importance of Airport Link

Macquarie Group Limited Major Shareholding Notification 2008