National Australia Bank : Becoming a substantial holder for AZJ

Form 603

Corporations Act 2001

1. Details of substantial shareholder

   Name

   ACN (if applicable)

   The Secretary Aurizon Holdings Limited Level 17 175 Eagle Street Brisbane QLD 4000 PH: (07) 3019 9000 Fax: (07) 3019 0720 146 335 622

   National Australia Bank Limited and its associated entities listed in Annexure A (ACN 004 044 937)

   AZJ

   The holder became a substantial holder on 31/07/2017

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 had a relevant interest in on the date the substantial holder became a substantial holder are as follows:

   Class of securities	Number of securities	Persons' votes	Voting power
   Fully paid ordinary shares	108,160,857	108,160,857	5.272%

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:

   Holder of relevant interest	Nature of relevant interest	Class and number of securities
   MLC Investments Limited	Power to control the voting and /or disposal of securities pursuant to its position as the responsible entity or trustee of various managed investment schemes and trusts	Fully paid ordinary shares 29,726,580
   Antares Capital Partners Limited	Power to control the voting and /or disposal of securities pursuant to its position as the responsible entity, investment manager or trustee of various managed investment schemes or trusts.	Fully paid ordinary shares 100,795
   MLC Wealth Management Limited	Power to exercise voting rights pursuant to position held as the Registrable Superannuation Entity licensee for the superannuation products it issues.	Fully paid ordinary shares 103,576
   NULIS Nominees (Australia) Limited	Power to control the voting and /or disposal of securities pursuant to position held as manager under investment mandate.	Fully paid ordinary shares 244
   National Australia Bank Limited	Power to control the voting and /or disposal of securities pursuant to securities lending agreements.	Fully paid ordinary shares 19,668,500
   Antares Capital Partners Limited	Power to control the voting and /or disposal of securities pursuant to its position as the responsible entity or trustee of various managed investment schemes or trusts.	Fully paid ordinary shares 724,686
   Antares Capital Partners Limited	Power to control the voting and /or disposal of securities pursuant to its position as an investment manager in accordance with investment mandates and as an investment manager of Antares Capital Partners Limited trusts.	Fully paid ordinary shares 950,000

   National Australia Bank Limited	Power to control the voting and /or disposal of securities pursuant to securities lending agreements.	Fully paid ordinary shares 56,861,166
   JBWere (NZ) Pty Limited	Power to control the voting and/or acquisition or disposal of securities pursuant to its position as the entity performing a discretionary investment management services to its clients.	Fully paid ordinary shares 25,310
   TOTAL	108,160,857

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	Class and number of securities
   MLC Investments Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 29,726,580
   Antares Capital Partners Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 100,795
   MLC Wealth Management Limited	Navigator Australia Limited (ACN 006 302 987)	Fully paid ordinary shares 103,576
   NULIS Nominees (Australia) Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 244
   National Australia Bank Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 19,668,500
   Antares Capital Partners Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 724,686
   Antares Capital Partners Limited	UBS Nominees Pty Limited (ACN 001 450 522)	Fully paid ordinary shares 950,000
   National Australia Bank Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 56,861,166
   JBWere (NZ) Pty Limited	JBWere (NZ) Nominees Limited (NZBN 9429031839822)	Fully paid ordinary shares 25,310
   TOTAL	108,160,857

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	Class and number of securities
   Cash	Non-cash	Fully paid ordinary shares
   MLC Investments Limited	18/07/2017	$195,132.62	37,045
   MLC Investments Limited	18/07/2017	$178,993.31	33,944
   MLC Investments Limited	19/07/2017	$149,166.34	28,278
   MLC Investments Limited	21/07/2017	$579,630.84	111,623
   MLC Investments Limited	25/07/2017	$1,398,760.57	274,186
   MLC Investments Limited	31/07/2017	$853,524.53	169,819
   National Australia Bank Limited	14/07/2017 to 31/07/2017 - Securities Lending	No consideration directly referable to the securities provided by NAB	Refer to Appendix 1 Table
   National Australia Bank Limited	18/07/2017	$8,595,840.00	1,628,000
   National Australia Bank Limited	21/07/2017	$8,480,045.00	1,659,500
   National Australia Bank Limited	20/07/2017 - Stock return (refer Appendix 2(d))	No consideration directly referable to the securities provided by NAB	33,496
   National Australia Bank Limited	19/07/2017 - Stock borrow (refer Appendix 2(a))	No consideration directly referable to the securities provided by NAB	554,832
   National Australia Bank Limited	25/07/2017 - Stock borrow (refer Appendix 2(c))	No consideration directly referable to the securities provided by NAB	18,112
   National Australia Bank Limited	26/07/2017 - Stock borrow (refer Appendix 2(c))	No consideration directly referable to the securities provided by NAB	11,888
   National Australia Bank Limited	28/07/2017 - Stock borrow (refer Appendix 2(b))	No consideration directly referable to the securities provided by NAB	2,828,240
   National Australia Bank Limited	31/07/2017 - Stock borrow (refer Appendix 2(b))	No consideration directly referable to the securities provided by NAB	3,257,904
   National Australia Bank Limited	14/07/2017 - Stock borrow (refer Appendix 2(a))	No consideration directly referable to the securities provided by NAB	939,848
   National Australia Bank Limited	20/07/2017 - Stock borrow (refer Appendix 2(a))	No consideration directly referable to the securities provided by NAB	348,248
   National Australia Bank Limited	21/07/2017 - Stock borrow (refer Appendix 2(a))	No consideration directly referable to the securities provided by NAB	206,584

6. Associates

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

   Name and ACN/ARSN (if applicable	Nature of association
   MLC Investments Limited	MLC Investments Limited is a wholly owned subsidiary of MLC Holdings Limited whose ultimate parent is National Australia Bank Limited.
   MLC Wealth Management Limited	MLC Wealth Management Limited is a wholly owned subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited.
   Antares Capital Partners Limited	Antares Capital Partners Limited is a wholly owned subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited.
   NULIS Nominees (Australia) Limited	NULIS Nominees (Australia) Limited is a wholly owned subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited.
   JBWere (NZ) Pty Limited	JBWere (NZ) Pty Limited is a wholly owned subsidiary of National Wealth Management Holdings Limited whose ultimate parent is National Australia Bank Limited.

7. Addresses

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

Name

Signature