March 14, 2016 – Brookfield Infrastructure (NYSE: BIP; TSX: BIP.UN) together with its institutional partners, GIC Private Limited (and certain of its affiliates), British Columbia Investment Management Corporation and the Qatar Investment Authority (the “Brookfield Consortium”) and Qube Holdings Limited (“Qube”), along with its institutional partners (the “Qube Consortium”), today announced a binding agreement to implement a transaction that will result in the acquisition of the entire business currently owned and operated by Asciano Limited (ASX: AIO) (“Asciano”), a high quality port and rail logistics company in Australia with an enterprise value of approximately A$12 billion. The transaction will be implemented by a scheme of arrangement (“Scheme”) under Australian law which will see Asciano shareholders receive A$9.28 per Asciano share (the “Transaction”).

The key terms of the transaction are outlined as follows:

• All-cash consideration of A$9.28 per share, inclusive of already announced A$0.13 per share interim dividend
• Acquisition of the ports business for A$3.84 billion, cash and debt free:
  • The Brookfield Consortium and the Qube Consortium will acquire the Patrick terminals business on a 50/50 basis for A$2,915 million
  • The Brookfield Consortium will acquire 100% of BAPS for A$925 million
• Acquisition of the rail business:
  • 76% by certain institutional partners of the Qube Consortium (excluding Qube)
  • 24% by certain institutional partners of the Brookfield Consortium (excluding Brookfield)

As part of the above transaction, Brookfield Infrastructure has committed to invest a minimum of US$350 million from its current liquidity into Asciano’s high quality ports business, a unique network of port assets in Australia that include:

• Patrick, the container terminal operations in major Australian cities including Sydney, Melbourne, Brisbane and Perth that have a capacity of approximately 4.9 million TEUs; and
• BAPS, the Port, terminal and supply chain services that support shipping lines, importers, exporters, freight forwarders and customs brokers.

On completion of this transaction, Brookfield Infrastructure will earn an amount of approximately US$70 million on its proportionate share of Brookfield Consortium’s toehold position in Asciano and the break fee previously paid in connection with the prior offer.

“We are pleased to deliver a joint transaction that is on an all-cash basis and clearly superior to any previous offer. In addition, our transaction has been structured with a view to eliminating many of the issues associated with the prior offers, and therefore delivering a high degree of transaction certainty for Asciano shareholders,” said Sam Pollock, Chief Executive Officer of Brookfield Infrastructure. “We are also pleased to partner with Qube in the ownership of the container terminals. With this new transaction, we will globalize our container terminal business, and expect to have opportunities for further optimization given Qube’s expertise in the
Australian logistics industry and its history with these assets.”

The transaction price for Asciano shareholders represents a premium of approximately 41.0% to the undisturbed volume weighted average price of Asciano shares during the five days leading up to and including June 30, 2015, the date prior to which Asciano announced that discussions in relation to Brookfield Infrastructure’s original offer were taking place.

Summary of the Transaction

Scheme of Arrangement

The Transaction is being implemented by way of a Scheme of Arrangement under Australian law. Under the Scheme, Asciano shareholder will receive A$9.28 in cash (inclusive of and assuming receipt of the already announced A$0.13 interim dividend) in exchange for each Asciano share held, subject to receipt of all applicable approvals.

The Transaction has been structured to facilitate the acquisition by the Brookfield Consortium of:

• a 50% interest in the Patrick business under a Patrick Share Purchase Agreement among the Brookfield Consortium, Qube and Asciano; and
• a 100% interest in the BAPS business under a BAPS Share Purchase Agreement between the Brookfield Consortium and Asciano.

Under the terms of the Transaction, institutional investors, including certain of Brookfield’s institutional partners, will acquire the Pacific National rail business, following implementation of the Scheme and completion of detailed agreements. Brookfield will not acquire any interest in the Pacific National rail business.

The proceeds of these acquisitions will be partly used to fund the price to be paid to Asciano shareholders. The remainder of the consideration will be funded by the Qube Consortium and certain of Brookfield’s institutional partners.

As permitted under the Scheme Implementation Deed, if the transaction proceeds, Asciano expects to pay a fully franked Special Dividend of up to A$0.90 per share before the Scheme Implementation Date. To the extent that a Special Dividend is paid, the scheme consideration will be reduced by the amount of the Special Dividend.

Scheme Conditions

The Scheme requires approval by at least 75% of votes cast by Asciano securityholders and support from the majority by number of such holders who vote. The Brookfield Consortium and the Qube Consortium are precluded from voting at the Scheme meeting, with respect to any shares in Asciano held or controlled by any party to those consortia (other than small fiduciary holdings held by certain of Brookfield’s institutional partners). Asciano plans to hold its shareholders’ meeting to approve the Scheme in early June 2016.

The Scheme is also subject to various conditions, including but not limited to:

• Court approval;
• Australian Competition & Consumer Commission (ACCC) merger clearance;
• Australian Foreign Investment Review Board (FIRB) approval;
• New Zealand Overseas Investment Office (OIO) approval; and
• European Union Merger Clearance.

Full details of the conditions applicable are contained in the Scheme Implementation Deed and will be set out in the Scheme Booklet that is expected to be mailed to Asciano shareholders in early May.

Scheme Consideration

The consideration to be offered to Asciano shareholders as part of the Scheme will be equal to A$9.28 cash per Asciano share held, inclusive of the interim dividend of A$0.13 per share to be paid on March 24th, 2016, less the amount of any Special Dividend paid by Asciano to its shareholders.

Process

It is anticipated that Asciano shareholder approval will be sought at a meeting to be held in early June 2016, and that the merger will be completed at around the end of Q2 2016, subject to the various regulatory approvals referred to above.

Detailed documentation in relation to the Scheme is expected to be mailed to Asciano shareholders in early May 2016.

Brookfield Infrastructure Partners is a leading global infrastructure company that owns and operates high quality, long-life assets in the utilities, transport, energy and communications sectors across North and South America, Australia and Europe. We are focused on assets that generate stable cash flows and require minimal maintenance capital expenditures. Brookfield Infrastructure Partners is listed on the New York and Toronto stock exchanges. Further information is available at www.brookfieldinfrastructure.com. Important information may be disseminated exclusively via the website; investors should consult the site to access this information.

Brookfield Infrastructure is the flagship listed infrastructure company of Brookfield Asset Management, a leading global alternative asset manager with approximately $225 billion of assets under management. For more information, go to www.brookfield.com.

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