Asciano : Change in substantial holding from QUB

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Form 604 Corporations Act 2001 Section 671B

604 page 2/2 15 July 2001

Notice of change of interests of substantial holder

To Company Name/Scheme ASCIANO LIMITED (AIO)

ACN/ARSN ACN 123 652 862

1. Details of substantial holder (1)

   
   

   Name Qube Holdings Limited (ACN 149 723 053) (Qube)

   Jingle SPV 1 Pty Limited (ACN 608 981 004) (Jingle SPV 1)

   Jingle SPV 2 Pty Limited (ACN 608 981 497) (Jingle SPV 2)

   ACN/ARSN (if applicable) See above

   
   

   There was a change in the interests of the

   substantial holder on 15/03/2016

   
   

   The previous notice was given to the company on 02/11/2015* The previous notice was dated 02/11/2015

   * Updated by Form 603 lodged on 23/11/2015.

   
   

2. Previous and present 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 when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

   
   

   Class of securities (4)	Previous notice		Present notice
   	Person's votes	Voting power (5)	Person's votes	Voting power (5)
   Fully paid ordinary shares in AIO (Shares)	194,979,591	19.99% (based on 975,385,664 Shares on issue)	383,045,393	39.27%1 (based on 975,385,664 Shares on issue)

   
   

3. Changes in relevant interests

   Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

   
   

   Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes Affected
   27 November 2015	Jingle SPV 1	Global Infrastructure Management Australia Pty Limited (ACN 132 664 745) (GIMA) exercised its call option over 80,214,604 Shares held by Jingle SPV 1, pursuant to a call option granted under a Loan Agreement annexed as Annexure A to the Notice of Initial Substantial Holder dated 2 November 2015 (the Previous Notice), after which GIMA became the registered holder of these Shares. (Note: GIMA already had a relevant interest in these 80,214,604 Shares, which was disclosed in the Previous Notice. Jingle SPV 1 no longer has a relevant interest in these shares but has voting power as an associate of Qube.)	Set-off against loan amounts owing to GIMA under Loan Agreement	80,214,604 Shares	80,214,604
   27 November 2015	Jingle SPV 2	On 27 November 2015, Bar SPV Pty Limited (ACN 608 989 233) exercised its call option over 51,916,055 Shares held by Jingle SPV 2, pursuant to a call option granted under an On Loan Agreement annexed as Annexure B to the Previous Notice. Thereafter it became the registered holder of these Shares. (Note: Bar SPV already had a relevant interest in these 51,916,055 Shares, which was disclosed in the Previous Notice. Jingle SPV 1 no longer has a relevant interest in these shares but has voting power as an associate of Qube.)	Set-off against loan amounts owing to Bar SPV Pty Limited under On-Loan Agreement	51,916,055 Shares	51,916,055

   
   

   
   

   1 ASIC has granted relief from section 606 of the Corporations Act 2001 (Cth) in relation to the acquisitions of relevant interests in Shares which have resulted in this increase in voting power.

   
   

   9 December 2015	Qube	Qube became the registered holder of shares to which it previously had a relevant interest pursuant to s608(8) in respect of an equity swap between Qube and UBS AG, Australia Branch (disclosed in the Previous Notice).	$510,829,456.43	61,301,584 Shares	61,301,584 Shares
   15 March 2016	Qube	Acquisitions of relevant interests in Shares under ss608(1)(b) & (c) (power to control exercise of right to vote securities and/or power to control exercise of power to dispose of securities) of the Corporations Act, pursuant to the Framework Deed dated 15 March 2016, a copy of which is annexed as Annexure A (the Framework Deed).	N/A	321,743,809 Shares2	321,743,809
   15 March 2016	Each other associate of Qube, being the other parties to the Framework Deed. Each party to the Framework Deed became an associate of each other party in relation to AIO upon entry into that deed, as explained in section 5 below.	Acquisitions by each party to the Framework Deed of relevant interests in Shares under s608(1)(b) & (c) (power to control exercise of right to vote securities and/or power to control exercise of power to dispose of securities) of the Corporations Act, pursuant to the Framework Deed.	N/A	Maximum of 383,045,393 Shares3	Maximum of 383,045,393

   
   

4. Present relevant interests

   
   

   Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

   
   

   Holder of relevant interest	Registered holder of securities	Person entitled to be registered as holder (8)	Nature of relevant interest (6)	Class and number of securities	Person's votes
   Qube	Qube	Qube	Relevant interest arises under s608(1) as principal	61,301,584 Shares	61,301,584 Shares
   Qube	GIMA	GIMA	Relevant interest arises under ss608(1)(b) & (c) (power to control exercise of right to vote securities and/or power to control exercise of power to dispose of securities) of the Corporations Act, pursuant to the Framework Deed.	77,032,604 Shares	77,032,604
   Qube	Perpetual Corporate Trust Limited as trustee for the CPPIB Australia Trust	Perpetual Corporate Trust Limited as trustee for the CPPIB Australia Trust	Relevant interest arises under ss608(1)(b) & (c) (power to control exercise of right to vote securities and/or power to control exercise of power to dispose of securities) of the Corporations Act, pursuant to the Framework Deed.	51,916,055 Shares	51,916,055
   Qube	HSBC Custody Nominees (Australia) Limited	Canada Pension Plan Investment Board	Relevant interest arises under ss608(1)(b) & (c) (power to control exercise of right to vote securities and/or power to control exercise of power to dispose of securities) of the Corporations Act, pursuant to the Framework Deed.	1,547,348 Shares	1,547,348
   Qube	HSBC Custody Nominees (Australia) Limited	Flourish Investment Corporation	Relevant interest arises under ss608(1)(b) & (c) (power to control exercise of right to vote securities and/or power to control exercise of power to dispose of securities) of the Corporations Act, pursuant to the Framework Deed	2,935,321 Shares	2,935,321
   Qube	J. P. Morgan Nominees Australia Limited	Flourish Investment Corporation	Relevant interest arises under ss608(1)(b) & (c) (power to control exercise of right to vote securities and/or power to control exercise of power to dispose of securities) of the Corporations Act, pursuant to the Framework Deed	240,368 Shares	240,368
   Qube	HSBC Custody Nominees (Australia) Limited	Best Investment Corporation	Relevant interest arises under ss608(1)(b) & (c) (power to control exercise of right to vote securities and/or power to control exercise of power to dispose of securities) of the Corporations Act, pursuant to the Framework Deed	6,508 Shares	6,508

   
   

   
   

   2 This represents the aggregate number of Shares in which the parties to the Framework Deed (other than Qube, Buckland Investment Pte Ltd ("Buckland") and bcIMC Nitro Trustee Inc., in its capacity as trustee of the bcIMC Nitro Investment Trust ("bcIMC Nitro") have a relevant interest. The 2,449,238 Shares in which GIC Pte Ltd (parent entity of Buckland) has an interest, as well as the 433,263 Shares in which British Columbia Investment Management (parent entity of bcIMC Nitro) has an interest, are excluded from the voting and disposal restrictions in the Framework Deed as Qube understands that all of those Shares are held in a fiduciary capacity or pursuant to a discretionary fund mandate for a person other than the holder of the interest or any of their respective Related Corporations or Own Associates (as those terms are defined in the Framework Deed), and accordingly Qube does not have a relevant interest in those Shares.

   3 This represents the aggregate number of Shares in which the parties to the Framework Deed (other than bcIMC Nitro and Buckland) have a relevant interest. For changes in the relevant interests in Shares of each other party to the Framework Deed since the last time each other party was last required to give a substantial holding notice to AIO (other than changes arising from the entry into the Framework Deed), see the separate substantial holding notices filed, or to be filed, by each other party on or about the date

   of this notice.

   
   

   Qube

   Nitro Corporation Pty Ltd (ACN 607 605 701)

   Nitro Corporation Pty Ltd (ACN 607 605 701)

   Relevant interest arises under ss608(1)(b) & (c) (power to control exercise of right to vote securities and/or power to control exercise of power to dispose of securities) of the Corporations Act, pursuant to the Framework Deed

   188,065,605 Shares

   188,065,605

   
   

5. Changes in association

   The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

   
   

   Name and ACN/ARSN (if applicable)

   Nature of association

   Qube, GIMA, Perpetual Corporate Trust Limited (ACN 000 341 533) in its capacity as trustee of the CPPIB Australia Trust, Beijing Shunrong Investment Corporation, Buckland Investment Pte Ltd, bcIMC Nitro Trustee Inc., in its capacity as trustee of the bcIMC Nitro Investment Trust, Brookfield Infrastructure Partners Limited as general partner of Brookfield Infrastructure Partners LP, BIF II GP Bermuda Limited as general partner of BIF II Nitro AIV (Bermuda) LP, Asciano Investment Company and Qube Holdings Limited (ACN 149 723 053).

   These entities are all associates of each other pursuant to section 12(2) of the Corporations Act by virtue of their entry into the Framework Deed (attached as Annexure A) which relates to a proposal to acquire AIO and its assets.

   
   

6. Addresses

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

Name	Address
Qube Holdings Limited, Jingle SPV 1 Pty Limited, Jingle SPV 2 Pty Limited	Level 27, 45 Clarence Street Sydney NSW 2000
GIMA	c/- Global Infrastructure Management, LLC, 12 East 49th Street, 39th Floor, New York, New York 10017, USA
Canada Pension Plan Investment Board	Canada Pension Plan Investment Board, One Queen Street East, Suite 2500, Toronto, Ontario, Canada M5C 2WC
Perpetual Corporate Trust Limited (ACN 000 341 533) as trustee for the CPPIB Australia Trust	Level 12, 123 Pitt Street, Sydney NSW 2000, Australia
Beijing Shunrong Investment Corporation	1939, 19/F, No. 1 Chaoyangmen Beidajie, Dongcheng District, Beijing, 100010, China
Flourish Investment Corporation	Room 704, No. 2 Building, No. 1 Naoshikou Street, Xicheng District, Beijing, P.R. China
Best Investment Corporation	Room 936, No. 2 Building, No. 1 Naoshikou Street, Xicheng District, Beijing, P.R. China
GIC Pte Ltd, Buckland Investment Pte Ltd	168 Robinson Road #37-01 Capital Tower Singapore 068912
British Columbia Investment Management Corporation; bcIMC Nitro Trustee Inc., in its capacity as trustee of the bcIMC Nitro Investment Trust	Suite 300, 2950 Jutland Road, Victoria, British Columbia, V8T 5K2 Canada
Brookfield Infrastructure Partners Limited as general partner of Brookfield Infrastructure Partners LP; and BIF II GP Bermuda Limited as general partner of BIF II Nitro AIV (Bermuda) LP	73 Front Street Hamilton, HM 12, Bermuda
Nitro Corporation Pty Ltd	Level 22, 135 King Street, Sydney NSW 2000, Australia
Asciano Investment Company	Q-Tel Tower, Diplomatic Area Street, West Bay, Doha, Qatar

Signature print name sign here	Signed on behalf of the substantial holders William Hara capacity Company secretary
	date 17/03/2016
DIRECTIONS If there are a number of substantial holders with similar or related relevant interests (eg.a corporation and its related corporations,or the manager and trustee of an equity trust),the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group.with the names and addresses of members is clearly set out in paragraph 6 of the form. See the definition of "associate" in section 9 of the Corporations Act 2001. See the definition of "relevant interest" in sections 608 and 6718(7) of the Corporations Act 2001. The voting shares of a company constitute one class unless divided into separate classes. The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. Include details of: any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 6718(4) applies,a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract,scheme or arrangement. must accompany this form. together with a written statement certifying this contract,scheme or arrangement; and (b) any qualification of the power of a person to exercise, control the exercise of,or influence the exercise of,the voting powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies). See the definition of "relevant agreement" in section 9 of the Corporations Act 2001. Details of the consideration must include any and all benefits, money and other,that any person from whom a relevant interest was acquired has,or may, become entitled to receive in relation to that acquisition. Details must be included evenif the benefit is conditional on the happening or not of a contingency. Details must be included on any benefit paid on behalf of the substantial holder orits associate in relation to the acquisitions,even if they are not paid directly to the person from whom the relevant interest was acquired. If the substantial holderis unable to determine the identity of the person (eg.if the relevant interest arises because of an option) write "unknown'". Give details, if appropriate,of the present association and any change in that association since the last substantial holding notice.