Macquarie International Infrastructure Fund Limited

EC36305

Penboss Building

50 Parliament Street

2nd Floor

Hamilton HM 12

BERMUDA

Telephone +65 6601 0777

Fax +65 6601 0653

Internet www.macquarie.com/miif

SGX-ST Release

Macquarie International Infrastructure Fund Limited (MIIF)

MIIF AGREES TO SELL ENTIRE INTEREST IN CHANGSHU XINGHUA PORT Singapore, 14 August 2013 - Macquarie International Infrastructure Fund Limited

("MIIF") today announced that it has agreed to sell its 38.0 per cent effective interest in Changshu Xinghua Port ("CXP") for a total cash consideration of S$112.2 million (the "Proposed Divestment"). The Proposed Divestment will be made to a wholly-owned subsidiary of Pan-United Corporation Ltd and Petroships Investment Pte Ltd, both of which are existing shareholders of CXP.

The Proposed Divestment was negotiated on an arm's length commercial basis and is at a 5.3 per cent premium to MIIF's valuation of CXP as at 31 March 2013. The Proposed Divestment is subject to closing conditions including MIIF shareholders' ("Shareholders") approval at a Special General Meeting ("SGM") to be convened in September 2013. A circular, together with a notice of the SGM, will be despatched to Shareholders in due course.

In line with the revised strategy announced by MIIF's board (the "MIIF Board") on 18

December 2012, if the Proposed Divestment completes, MIIF will distribute the net proceeds to Shareholders as a return of capital in accordance with the capital reduction resolution that was approved by Shareholders on 30 April 2013. The amount of net proceeds to be distributed to Shareholders as a return of capital from the Proposed Divestment is expected to be 9.5 Singapore cents per share.

In accordance with MIIF's continuous disclosure obligations, MIIF will keep the market informed of further developments in relation to the Proposed Divestment and other initiatives outlined by MIIF at the appropriate time.

Shareholder Approval

As the relative figures under Rules 1006(a), (b) and (c) of the listing manual of the Singapore Exchange Securities Trading Limited (the "Listing Manual") exceed 20 per cent., the Proposed Divestment constitutes a major transaction for MIIF as defined in Chapter 10 of the Listing Manual for which Shareholder approval will need to be sought. Please refer to Appendix 1 which forms part of this announcement for further details.

None of the entities noted in this document is an authorised deposit-taking institution for the purposes of the Banking

Act 1959 (Commonwealth of Australia). The obligations of these entities do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not guarantee or otherwise provide assurance in respect of the obligations of these entities.

Macquarie International Infrastructure Fund Limited 2 Disclosure of Interest

None of the directors and substantial shareholders of MIIF (other than in his or her or its capacity as a Shareholder) has any interest, direct or indirect, in the Proposed Divestment.

About CXP

CXP is a multi-purpose cargo port centrally located within the Yangtze River Delta industrial zone. CXP was established in 1994 as a joint venture with the Changshu government and was granted a 50 year concession to operate the port until 2044. Over the last 20 years, CXP has developed into one of the largest transhipment hubs for steel, logs and paper and pulp products.

Documents on Display

A copy of the sale and purchase agreement dated 14 August 2013 is available for inspection during normal business hours at the registered office of MIIF at Penboss Building, 50 Parliament Street, 2nd Floor, Hamilton HM 12, Bermuda and the offices of Allen & Gledhill LLP at One Marina Boulevard #28-00, Singapore 018989 from the date

of this announcement up to and including the date falling three months after the date of this announcement.

For further information, please contact:

Wei Cheong Fiona McDonald

Investor Relations, Singapore Corporate Communications, Hong Kong

Tel: (65) 6601 0766 Tel: (852) 3922 3591

Email: wei.cheong@macquarie.com Email: fiona.mcdonald@macquarie.com

MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED APPENDIX 1 Sale of MIIF's entire 38.0% effective interest in Changshu Xinghua Port

The disclosures pursuant to Rule 1010 of the listing manual (the "Listing Manual") of the Singapore Exchange Securities Trading Limited (the "SGX-ST") are as follows:

(1)

Particulars of the assets acquired or disposed of,

including the name of any company or business, where applicable;

Through a 40.0% shareholding interest in Singapore Changshu Development Company Pte Ltd ("SCDC"), a 38.0%

effective interest in Changshu Xinghua Port ("CXP") (the "Disposed Interest") which equates to 100% of Macquarie

International Infrastructure Fund Limited's ("MIIF's") interest in CXP (the "Proposed Divestment").

(2)

A description of the trade carried on, if any;

CXP is a multi-purpose cargo port centrally located within the Yangtze River Delta industrial zone. CXP was established in 1994 as a joint venture with the Changshu government and was granted a 50 year concession to

operate the port until 2044. Over the last 20 years, CXP has developed into one of the largest transhipment hubs for steel, logs and paper and pulp products.

(3)

The aggregate value of the consideration, stating

factors taken into account in arriving at it and how it will be satisfied, including the terms of payment;

The total cash consideration is S$112.2 million (the "Consideration").1

(4)

Whether there are any material conditions

attaching to the transaction including a put, call or other option and details thereof;

The divestment is subject to MIIF shareholders' ("Shareholders") approval and customary closing conditions.

(5)

The value (book value, net tangible asset value

and the latest available open market value) of the assets being acquired or disposed of, and in respect of the latest available valuation, the value placed on the assets, the party who commissioned the valuation and the basis and the date of such valuation;

As at 30 June 2013, the book value and the net tangible asset value of MIIF's interest in CXP is at the Consideration

amount of S$112.2 million. Based on the sale and purchase agreement that was signed by MIIF on 14 August 2013 (the "Sale and Purchase Agreement"), MIIF is required to value CXP at the Consideration amount of S$112.2 million, which represents the value of CXP on a "willing-purchaser, willing-seller" basis. Accordingly, in MIIF's financial statements for the six months ended 30 June 2013, which were released on 14 August 2013, the book value and net tangible asset value of MIIF's interest in CXP as at 30 June 2013 equals the Consideration.

1 The Consideration excludes transaction costs

MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED APPENDIX 1 Sale of MIIF's entire 38.0% effective interest in Changshu Xinghua Port

(6)

In the case of a disposal, the excess or deficit of

the proceeds over the book value, and the intended use of the sale proceeds. In the case of an acquisition, the source(s) of funds for the acquisition;

As at 30 June 2013, the book value of MIIF's interest in CXP is at the Consideration amount of S$112.2 million. Prior to

the signing of the Sale and Purchase Agreement, the book value of MIIF's interest in CXP as at 31 March 2013 was S$106.6 million. Based on the valuation of MIIF's interest in CXP prior to the offer made by the purchasers, the Consideration represents a gain of S$5.6 million to MIIF.

In line with the revised strategy announced by MIIF's board (the "MIIF Board") on 18 December 2012 (the "Revised Strategy"), if the Proposed Divestment completes, MIIF will distribute the net proceeds to Shareholders as a return of capital in accordance with the capital reduction resolution that was approved by Shareholders on 30 April 2013. The amount of net proceeds to be distributed to Shareholders as a return of capital from the Proposed Divestment is expected to be 9.5 Singapore cents per share.

(7)

The net profits attributable to the assets being acquired or disposed of. In the case of a

disposal, the amount of any gain or loss on disposal;

The net profit before tax, non-controlling interests and exceptional items attributable to CXP for the six months ended

30 June 2013 is S$11.5 million.2

Based on the Sale and Purchase Agreement, MIIF is required to value CXP at the Consideration amount of S$112.2 million. Accordingly, in MIIF's financial statements for the six months ended 30 June 2013, which were released on 14

August 2013, the fair value of MIIF's interest in CXP as at 30 June 2013 equals the Consideration.

2 As disclosed in its "Review of Net Income on an Adjusted Basis", page 8 of MIIF's SGX Quarterly report for the period ended 30 June 2013 and "Review of Net Assets and Statements of Financial

Position as at 30 June 2013", page 26 of MIIF's SGX Quarterly report for the period ended 30 June 2013

MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED APPENDIX 1 Sale of MIIF's entire 38.0% effective interest in Changshu Xinghua Port

(8) The effect of the transaction on the net tangible assets per share of the issuer for the most recently completed financial year, assuming that the transaction had been effected at the end of that financial year;
Assuming that the Proposed Divestment had been completed on 31 December 2012, the effect on the NTA per share of MIIF and its subsidiaries (the "MIIF Group") as at 31 December 2012 would be as follows:

i) Includes Taiwan Broadband Communications ("TBC") as part of the MIIF Group as at 31 December 2012 Before the Proposed Divestment After the Proposed Divestment

NTA (S$'000) 756,557 768,059
Ordinary shares in the capital of MIIF ("MIIF
Shares") in issue on 31 December 2012 ('000)
1,149,857 1,149,857
NTA per MIIF Share (S$) 0.66 0.67

ii) Excludes TBC as part of the MIIF Group as at 31 December 2012(1)(2) Before the Proposed Divestment After the Proposed Divestment

NTA (S$'000) 289,041 300,543
MIIF Shares in issue on 31 December 2012 ('000)
1,149,857 1,149,857
NTA per MIIF Share (S$) 0.25 0.26

Notes:

(1) Adjusted to take into account MIIF's divestment of TBC on 29 May 2013
(2) The financial effects set out in (i) and (ii) above do not take into account the sale of MIIF's 100.0% interest in
Miaoli Wind Co., Ltd announced on 19 June 2013 (the "Miaoli Sale") as it has not yet completed
The increase in NTA per MIIF Share from the Proposed Divestment is due to the Consideration being higher than the valuation of MIIF's interest in CXP as at 31 December 2012 of S$100.7 million.

MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED APPENDIX 1 Sale of MIIF's entire 38.0% effective interest in Changshu Xinghua Port

(9) The effect of the transaction on the earnings per share of the issuer for the most recently completed financial year, assuming that the transaction had been effected at the beginning of that financial year;
Assuming that the Proposed Divestment had been completed on 1 January 2012, the effect on the earnings per share of the MIIF Group for the year ended 31 December 2012 would be as follows:

i) Includes TBC as part of the MIIF Group as at 1 January 2012

Loss after tax attributable to owners of the

Before the Proposed Divestment After the Proposed Divestment

parent (S$'000)
Weighted average number of
MIIF Shares in issue ('000)
(59,468) (55,038)
1,170,686 1,170,686
Earnings per MIIF Share (S$) (0.051) (0.047)

ii) Excludes TBC as part of the MIIF Group as at 1 January 2012(1)(2) Before the Proposed Divestment After the Proposed Divestment

Loss after tax attributable to owners of the parent (S$'000)
Weighted average number of
MIIF Shares in issue ('000)
(76,278) (71,848)
1,170,686 1,170,686

Notes:

Earnings per MIIF Share (S$) (0.065) (0.061)
(1) Adjusted to take into account MIIF's divestment of TBC on 29 May 2013
(2) The financial effects set out in (i) and (ii) above do not take into account the Miaoli Sale as it has not yet completed
The increase in earnings per MIIF Share from the Proposed Divestment is mainly due to the S$10.7 million of gain recorded on disposal of MIIF's interest in CXP, which was partially offset by the reversal of the income generated by CXP in FY2012 of S$6.3 million.

MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED APPENDIX 1 Sale of MIIF's entire 38.0% effective interest in Changshu Xinghua Port

(10)

The rationale for that transaction including the

benefits which are expected to accrue to the issuer as a result of the transaction;

In line with the Revised Strategy, MIIF has been evaluating its options to divest its interest in CXP. The options

evaluated include the divestment of its shareholding interest in SCDC, which in turn holds a 95.0% shareholding interest in CXP, to the existing shareholders of SCDC as well as to other third party purchasers. After evaluating its options and considering the indications from potential third party purchasers, the MIIF Board believes that the Proposed Divestment of MIIF's shareholding interest in SCDC to the existing shareholders, a wholly-owned subsidiary of Pan-United Corporation Limited and Petroships Investment Pte Ltd, for a consideration of S$112.2 million, provides the best value for Shareholders and allows for a timely exit of the investment in CXP.

(11)

Whether any director or controlling shareholder

has any interest, direct or indirect, in the transaction and the nature of such interests; and

None of the directors and substantial shareholders of MIIF (other than in his or her or its capacity as a Shareholder)

has any interest, direct or indirect, in the Proposed Divestment.

About CXP

CXP is a multi-purpose cargo port centrally located within the Yangtze River Delta industrial zone. CXP was established in 1994 as a joint venture with the Changshu government and was granted a 50 year concession to operate the port until 2044. Over the last 20 years, CXP has developed into one of the largest transhipment hubs for steel, logs and paper and pulp products.

For more information on CXP please refer to MIIF's website at www.macquarie.com/miif.

About MIIF

MIIF, a Bermuda-registered mutual fund company, is a leading Asia-listed owner and operator of private infrastructure businesses. MIIF has investments in a toll road, port and wind farm.

MIIF was the first infrastructure fund to list on the Main Board of the SGX-ST on 27 May 2005.

(12)

Details of any service contracts of the directors

proposed to be appointed to the issuer in connection with the transaction.

None

MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED APPENDIX 1 Sale of MIIF's entire 38.0% effective interest in Changshu Xinghua Port

(13) The relative figures that were computed on the bases set out in Rule 1006.
The relative figures for the divestment computed on the bases set out in Rule 1006 ("Rule 1006") of the Listing Manual are as follows:

Rule 1006 Bases Relative Figures (%)(1) (a) Net asset value of MIIF's interest in CXP, compared with the MIIF Group's net asset value

38.9%

(b) Net profits attributable to MIIF's interest in CXP compared with the MIIF Group's net profits (c) Aggregate value of the consideration received for the Proposed Divestment compared with MIIF's market capitalisation based on the total number of issued MIIF Shares excluding treasury shares(2) (d) Number of equity securities issued by MIIF as consideration for an acquisition, compared with the number of equity securities previously in

issue
22.5%
59.9%
Not applicable

Notes:

(1) The relative figures presented are based on MIIF's latest announced results for the period ended 30 June 2013
(2) MIIF's market capitalisation is based on 1,149,857,154 MIIF Shares in issue as at 13 August 2013 at a volume weighted average price of S$0.163 at the close of trading on 13 August 2013 for each MIIF Share

distributed by