Sydney Airport Pty : appoints new Chief Executive Officer

Chantal Travers

Head of Investor Relations

Joeley Pettit

Manager - Media and Communications

t

+61 2 9667 9271

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+61 2 9667 6470

m

+61 428 822 375

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+61 437 033 479

e

chantal.travers@syd.com.au

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joeley.pettit@syd.com.au

Position

Chief Executive Officer

Commencement date

Prior to the end of January 2018.

Term

Mr Culbert's employment has no fixed term. Each party's termination rights under the Employment Agreement are set out below.

Fixed Annual Remuneration (FAR)

$1,500,000 (including superannuation), to be reviewed by Sydney Airport from time to time.

Short Term Incentive (STI) for FY17

Mr Culbert will be eligible for an annual STI award of up to 100% of his FAR which is payable in cash. Of the STI award that is payable, 80% of the award will be paid around the award date, with the remaining 20% to be paid 2 years later.

The Board may award the STI if it is satisfied that Mr Culbert has achieved the key performance indicators (KPIs) established by the Board. The STI award KPIs will be weighted between financial and non-financial measures.

Mr Culbert's ongoing participation in Sydney Airport's STI scheme, and the terms of this scheme, are subject to the discretion of the Board.

Long Term Incentive (LTI) for FY17

Mr Culbert will be eligible to participate in Sydney Airport's current LTI equity award scheme, with his initial maximum annual LTI award having a face value of $1,200,000. The LTI share rights awarded under the current LTI plan are subject to performance hurdles determined over a three year performance period.

Mr Culbert's ongoing participation in Sydney Airport's LTI scheme, and the terms of this scheme, are subject to the discretion of the Board.

Compensation for foregone incentive

In recognition of the fact that Mr Culbert will forgo certain incentives that he may have otherwise become entitled to in his former employment, Mr Culbert will be granted:

The number of securities issued for the Securities Award will be based on the volume weighted average price for Sydney Airport securities, and will vest as follows:

• 50% on 31 December 2018; and

• 50% on 31 December 2019.

• 50% within the first month after the Commencement Date; and

• 50% on the first anniversary of the Commencement Date.

The Cash Award will be paid to Mr Culbert as follows:

Both the Securities Award and the Cash Award are subject to Mr Culbert remaining employed with Sydney Airport at the relevant vesting dates. The Cash Award to be made within the first month of the Commencement Date is subject to a claw back provision in the event that his employment is terminated before the first anniversary of the Commencement Date.

Termination provisions

Both Mr Culbert and Sydney Airport may terminate Mr Culbert's employment for any reason by giving 6 months' notice. Sydney Airport may require Mr Culbert to serve out the notice period or may elect to pay Mr Culbert in lieu of the remainder of the notice period.

Sydney Airport may immediately terminate Mr Culbert's employment in the event of any serious, wilful or persistent misconduct, including fraudulent or dishonest conduct.

If Mr Culbert's employment is terminated as a consequence of an uncontrollable event (which includes death, permanent disability, retirement and termination without cause), any unvested STI or LTI award that has been awarded will remain on foot and vest in accordance with its terms, unless the Board exercises its discretion to determine the relevant award lapses on termination.

Post-employment restraint

A 6 month restraint provision applies.