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 Lim ited 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 19/09/2017

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 f ollow s:

   Class of securities	Number of securities	Persons' votes	Voting pow er
   Fully paid ordinary shares	108,656,889	108,656,889	5.312%

3. Details of relevant interests

   The nature of the relevant interest the substantial holder or an associate had in the f ollow ing voting securities on the date the substantial holder became a substantial holder are as f ollow s:

   Holder of relevant interest	Nature of relevant interest	Class and number of securities
   MLC Investments Limited	Pow er 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 31,158,529
   Antares Capital Partners Limited	Pow er 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 107,443
   MLC Wealth Management Limited	Pow er to exercise voting rights pursuant to position held as the Registrable Superannuation Entity licensee f or the superannuation products it issues.	Fully paid ordinary shares 102,878
   NULIS Nominees (Australia) Limited	Pow er to control the voting and /or disposal of securities pursuant to position held as manager under investment mandate.	Fully paid ordinary shares 163
   National Australia Bank Limited	Pow er to control the voting and /or disposal of securities pursuant to securities lending agreements.	Fully paid ordinary shares 20,020,026
   Antares Capital Partners Limited	Pow er 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 766,872

   Antares Capital Partners Limited	Pow er to control the voting and /or disposal of securities pursuant to its position as an investment manager in accordance w ith investment mandates and as an investment manager of Antares Capital Partners Limited trusts.	Fully paid ordinary shares 1,000,000
   National Australia Bank Limited	Pow er to control the voting and /or disposal of securities pursuant to securities lending agreements.	Fully paid ordinary shares 55,475,668
   JBWere (NZ) Pty Limited	Pow er to control the voting and/or acquisition or disposal of securities pursuant to its position as the entity perf orming a discretionary investment management services to its clients.	Fully paid ordinary shares 25,310
   TOTAL	108,656,889

4. Details of present registered holders

   The persons registered as holders of the securities ref erred to in paragraph 3 above are as f ollow s:

   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 31,158,529
   Antares Capital Partners Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 107,443
   MLC Wealth Management Limited	Navigator Australia Limited (ACN 006 302 987)	Fully paid ordinary shares 102,878
   NULIS Nominees (Australia) Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 163
   National Australia Bank Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 20,020,026
   Antares Capital Partners Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 766,872
   Antares Capital Partners Limited	UBS Nominees Pty Limited (ACN 001 450 522)	Fully paid ordinary shares 1,000,000
   National Australia Bank Limited	National Nominees Limited (ACN 004 278 899)	Fully paid ordinary shares 55,475,668
   JBWere (NZ) Pty Limited	JBWere (NZ) Nominees Limited (NZBN 9429031839822)	Fully paid ordinary shares 25,310
   TOTAL	108,656,889

5. Consideration

   The consideration paid f or each relevant interest ref erred to in paragraph 3 above, and acquired in the f our months prior to the day that the substantial holder became a substantial holder is as f ollow s:

   Holder of relevant interest	Date of acquisition	Consideration	Class and number of securities
   Cash	Non-cash	Fully paid ordinary shares
   National Australia Bank Limited	18/09/2017 to 19/09/2017 - Securities Lending	No consideration directly ref erable to the securities provided by NAB	Ref er to Appendix 1 Table
   National Australia Bank Limited	18/09/2017	$512,362.51	102,016
   National Australia Bank Limited	18/09/2017 - Stock return (ref er Appendix 2)	No consideration directly ref erable to the securities provided by NAB	23,040
   National Australia Bank Limited	19/09/2017 - Stock borrow (ref er Appendix 2)	No consideration directly ref erable to the securities provided by NAB	320

6. Associates

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

   Nam e and ACN/ARSN (if applicable	Nature of association
   MLC Investments Limited	MLC Investments Limited is a w holly ow ned subsidiary of MLC Holdings Limited w hose ultimate parent is National Australia Bank Limited.
   MLC Wealth Management Limited	MLC Wealth Management Limited is a w holly ow ned subsidiary of National Wealth Management Holdings Limited w hose ultimate parent is National Australia Bank Limited.
   Antares Capital Partners Limited	Antares Capital Partners Limited is a w holly ow ned subsidiary of National Wealth Management Holdings Limited w hose ultimate parent is National Australia Bank Limited.
   NULIS Nominees (Australia) Limited	NULIS Nominees (Australia) Limited is a w holly ow ned subsidiary of National Wealth Management Holdings Limited w hose ultimate parent is National Australia Bank Limited.
   JBWere (NZ) Pty Limited	JBWere (NZ) Pty Limited is a w holly ow ned subsidiary of National Wealth Management Holdings Limited w hose ultimate parent is National Australia Bank Limited.

7. Addresses

The addresses of persons named in this f orm are as f ollow s:

Name

Signature