Ann: Confirmation of Proposal to AusNet Services, page-2

Australian Pipeline Ltd ACN 091 344 704 | Australian Pipeline Trust ARSN 091 678 778 | APT Investment Trust ARSN 115 585 441
Level 25, 580 George Street Sydney NSW 2000 | PO Box R41 Royal Exchange NSW 1225
Phone +61 2 9693 0000 | Fax +61 2 9693 0093
APA Group | apa.com.au

About APA Group (APA)
APA is a leading Australian Securities Exchange (ASX) listed energy infrastructure business. We own and/or manage
and operate a diverse, $21 billion portfolio of gas, electricity, solar and wind assets. Consistent with our purpose to
strengthen communities through responsible energy, we deliver approximately half of the nation’s gas usage and connect
Victoria with South Australia and New South Wales with Queensland through our investments in electricity transmission
assets. We are also one of the largest owners and operators of renewable power generation assets in Australia, with wind
and solar projects across the country. APT Pipelines Limited is a wholly owned subsidiary of Australian Pipeline Trust
and is the borrowing entity of APA Group. For more information visit APA’s website, apa.com.au. 21 September 2021 ASX ANNOUNCEMENT
APA Group (ASX: APA)
Confirmation of Proposal to AusNet Services
APA Group (ASX: APA) announces that it has made a non-binding indicative proposal to the Board of AusNet
Services Ltd (“AusNet” (ASX: AST) to acquire all the issued shares in AusNet (the “Superior Proposal” by way of a
scheme of arrangement for $2.60 per share in cash and scrip1. The proposal would bring together two high quality
businesses and create a listed flagship Australian group with the scale and capability to accelerate the $20 billion
growth in electricity transmission infrastructure needed to support the decarbonisation of Australia’s economy. APA notes the announcement from AusNet yesterday of an indicative, non-binding and highly conditional proposal
made by Brookfield Asset Management (together with its affiliates and related managed vehicles, collectively,
“Brookfield”, (the “Brookfield Scheme”. APA confirms that on 1 September 2021 it approached AusNet with a confidential non-binding indicative proposal to
acquire all of the issued shares in AusNet by way of scheme of arrangement (the “Original Proposal” for a
consideration of $2.32 per share. APA and AusNet had engaged in discussions about the Original Proposal and APA
had made AusNet aware on Thursday 16 September 2021 that it intended to make a revised proposal. APA canvassed AusNet’s major shareholders prior to approaching AusNet with the Original Proposal. APA
understands that Singapore Power was supportive of APA and AusNet engaging in discussions to determine whether
a transaction could be agreed. APA has also discussed the Original Proposal directly with State Grid. APA is disappointed that AusNet has purported to enter into a period of exclusivity with Brookfield for effectively eight
weeks, notwithstanding AusNet’s knowledge of the pending revised, and potentially superior proposal, from APA.
Superior Proposal
APA considers its Superior Proposal is more attractive than the Brookfield Scheme for the following reasons:
• Higher price: Represents an offer price for AusNet of $2.60 per share (“Offer Price”;
• Retains ASX Listing: Retains the opportunity for ASX listed investors to invest in AusNet via APA securities,
and participate in the benefits of the combined business;
• Synergy benefits: AusNet shareholders who accept APA securities can participate in the combined synergies
to be obtained through the combination with APA, that are not currently available to AusNet shareholders;
• CGT rollover relief: AusNet shareholders will be able to obtain CGT rollover relief for that component of the
Offer Price that is represented by Australian Pipeline Trust securities;
• No FIRB conditionality: APA’s proposal is not subject to a FIRB approval and, in contrast to the Brookfield
Scheme, allows key electricity transmission infrastructure to remain in an Australian public listed vehicle. By
comparison, when taken together with the current ownership structure of TransGrid and the announced Spark
Infrastructure transaction, the Brookfield Scheme would result in all electricity transmission infrastructure in
NSW and Victoria being foreign controlled and held in private unlisted vehicles. It would also result in 100% of
Victorian electricity distribution and gas distribution assets being foreign controlled