Asciano : Scheme Booklet Registered with ASIC

Microsoft Word - 28222683_3 Raven - Annmt 2 (Lodgement of SB)

Date: 21 April 2016

ASCIANO SCHEME BOOKLET REGISTERED WITH ASIC

• Australian Securities and Investments Commission ("ASIC") has registered the Scheme Booklet attached to this announcement.
• The Independent Expert has concluded that the Scheme is in the best interests of Asciano shareholders, in the absence of a superior proposal
• Asciano Directors unanimously recommend that Asciano shareholders vote in favour of the Scheme in the absence of a superior proposal.

Asciano Limited (ASX: AIO, OTCUS: AIOYY) ("Asciano") today announces that ASIC has registered the Scheme Booklet in relation to the previously announced Scheme of Arrangement ("Scheme") under or in connection with a proposal whereby Australian Logistics Acquisition Investments Pty Limited, an entity controlled by a consortium comprising affiliates of Global Infrastructure Management, LLC, Canada Pension Plan Investment Board, CIC Capital Corporation, GIC Private Limited and British Columbia Investment Management Corporation ("Rail Consortium") will acquire 100% of the issued share capital of Asciano.

A copy of the Scheme Booklet, including the Independent Expert's Report and a notice of Scheme Meeting, is attached to this announcement and will be sent to Asciano shareholders on or about Monday, 2 May 2016.

The Scheme Booklet also contains details with respect to the proposed sales, in connection with the Scheme, of Asciano's Ports Business and Asciano's BAPS Business ("Sale Transactions") to, in the case of Ports, a consortium comprising affiliates of Qube Holdings Limited, Brookfield Infrastructure Partners L.P, GIC Private Limited, British Columbia Investment Management Corporation and Qatar Investment Authority ("Ports Consortium"), and, in the case of BAPS, a consortium comprising affiliates of Brookfield Infrastructure Partners L.P, GIC Private Limited, British Columbia Investment Management Corporation and Qatar Investment Authority ("BAPS Consortium") (the members of the Rail Consortium, Ports Consortium and BAPS Consortium being, collectively, the "Joint Consortium").

The Independent Expert, Grant Samuel & Associates Pty Limited, has concluded that the Scheme is in the best interests of Asciano shareholders not associated with the Joint Consortium, in the absence of a superior proposal. The Independent Expert has also concluded that each Sale Transaction is fair and reasonable to Asciano shareholders not associated with the Joint Consortium. The Independent Expert's conclusions should be read in context with the full Independent Expert's Report and the Scheme Booklet attached to this announcement.

Asciano's Board of Directors unanimously recommends that Asciano shareholders vote in favour of the Scheme, in the absence of a superior proposal.

Scheme Meeting

The Scheme Meeting will be held on Friday, 3 June 2016 in the Adelaide Room, Level 4, The Sofitel Sydney Wentworth, 61-101 Phillip St, Sydney, commencing at 10:00am.

Investor and Analyst Enquiries:

Kelly Hibbins

Phone: + 61 2 8484 8046

Email: [e-mail]

Media Enquiries:

Mathew Charles

Phone: + 61 422 006 515

Email: [e-mail]

Page | 2

All Asciano shareholders are encouraged to vote either by attending the Scheme Meeting in person, or by lodging a proxy vote by 10.00am on Wednesday, 1 June 2016. Details of how to lodge a proxy vote are included in the Scheme Booklet.

Indicative timetable1

Event Expected date

Scheme Booklet despatched to Asciano shareholders Monday, 2 May 2016

Scheme Meeting to vote on the Scheme Friday, 3 June 2016

Second Court Date for approval of the Scheme Thursday, 9 June 2016

Effective Date of the Scheme Friday, 10 June 2016

Special Dividend Record Date Wednesday, 15 June 2016

Special Dividend Payment Date Thursday, 23 June 2016 Record date for determining entitlement to Scheme Consideration Friday, 24 June 2016 Completion of each of the Sale Transactions Wednesday, 29 June 2016

Scheme Implementation Date Thursday, 30 June 2016

Special Dividend

Asciano is permitted to pay a fully franked Special Dividend of up to A$0.90 per Asciano share before the Scheme Implementation Date. The actual amount of the Special Dividend will be determined by the Directors but must not exceed an amount that can be fully franked based on Asciano's franking account balance as at the Implementation Date. The franking account balance is expected to cover a

fully franked dividend of at least $0.80 per Asciano share2. To the extent that a Special Dividend is paid, the Scheme Consideration will be reduced to account for the cash value of the Special Dividend.

Whether an Asciano shareholder is able to capture the full benefit of the franking credits associated with the Special Dividend will depend on their personal tax circumstances, including whether they satisfy relevant 45-day 'holding period rules' described in Section 7 of the Scheme Booklet. Applying the expected timetable, an Asciano shareholder who holds their Asciano shares at risk for a continuous period from at least 9 May 2016 to 23 June 2016 (inclusive) should satisfy the 'holding period rules'. See Section 7 of the Scheme Booklet for further details.

Further Information

Asciano shareholders can obtain further information by contacting the Asciano Shareholder Information Line on 1300 729 310 for shareholders located in Australia, and [phone] for shareholders located outside Australia.

For further information, please contact:

Investors and analysts	Media
Kelly Hibbins	Mathew Charles
tel: [phone]	tel: [phone]
mobile: [phone]	mobile: [phone]
email: [e-mail]	email: [e-mail]

- Ends -

1 All dates following the Scheme Meeting are indicative only and subject to change.

2 The expected franking account balance is subject to a number of variables, including tax instalment payments, tax refunds and scheme implementation timing.

Asciano Limited ABN 26 123 652 862

This is an important document and requires your immediate attention. You should read it in its entirety before you decide whether or not to vote in favour of the Scheme. If you are in doubt as to what you should do, you should consult your legal, financial or other professional advisor.

BOOKLET SCHEME

In relation to a recommended proposal from BidCo to acquire all Asciano Shares (other than Asciano Shares held by the Excluded Shareholders) via a scheme of arrangement.

Your Directors unanimously recommend that you VOTE IN FAVOUR of the Scheme in the absence of a Superior Proposal.

Financial Advisors Legal Advisor

Important notices

This Scheme Booklet contains important information

This Scheme Booklet is the explanatory statement required to be sent to Asciano Shareholders under Part 5.1 of the Corporations Act in relation to the Scheme.

The purpose of this Scheme Booklet is to explain the terms of the Scheme and the manner in which the Scheme will be considered and implemented (if approved by the Requisite Majority of Eligible Asciano Shareholders and by the Court) and

to provide information as prescribed or which is otherwise material to the decision of Eligible Asciano Shareholders whether or not to vote in favour of the Scheme.

Eligible Asciano Shareholders should read this document in its entirety before making a decision as to how to vote. If you are in doubt as to what you should do, you should consult your legal, financial or other professional advisor.

Not a disclosure document

This Scheme Booklet is not a disclosure document required by Chapter 6D of the Corporations Act.

Responsibility for information

The information contained in this Scheme Booklet other than the Rail Consortium Information,

the Ports Consortium Information, the BAPS Consortium Information and the Independent Expert's Report ("Asciano Information") has been prepared by Asciano and is the responsibility of Asciano. No Consortium Member, nor any of their directors, officers or advisors assume any responsibility for the

accuracy or completeness of that information.

The Rail Consortium Information has been prepared by the Rail Consortium and is the responsibility of the Rail Consortium.

The Ports Consortium Information has been prepared by the Ports Consortium and is the responsibility of the Ports Consortium.

The BAPS Consortium Information has been prepared by the BAPS Consortium and is the responsibility of the BAPS Consortium.

Neither Asciano nor any of its Directors, its officers or advisors assume any responsibility for the accuracy or completeness of the Rail Consortium Information, the Ports Consortium

Information or the BAPS Consortium Information.

Grant Samuel has prepared the Independent Expert's Report in relation to the Scheme contained in Annexure A and takes responsibility for that report.

ASIC and ASX involvement

A copy of this Scheme Booklet has been reviewed by ASIC for the purposes of section 411(2) of the Corporations Act. ASIC has been requested to provide a statement, in accordance with section 411(17)(b) of the Corporations Act, that ASIC has no objection to the Scheme. ASIC's policy in relation to statements under section 411(17)(b)

of the Corporations Act is that it will not provide such a statement until the Second Court Date. This is because ASIC will not be in a position to advise the Court until it has had an opportunity to observe the entire Scheme process. If ASIC

provides that statement, it will be produced to the Court on the Second Court Date.

A copy of this Scheme Booklet has been lodged with ASX and registered by ASIC pursuant to section 412(6) of the Corporations Act.

Neither ASIC nor ASX nor any of their respective officers take any responsibility for the contents of this Scheme Booklet.

Forward looking statements

Certain statements in this Scheme Booklet relate to the future. These statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements to be materially different from expected future results, performance or achievements expressed or implied by those statements. These statements reflect only views held as at the date of this Scheme Booklet. Additionally, statements of intention in this Scheme Booklet reflect present intentions as at the date of this document and may be subject to change.

Other than as required by law, none of Asciano, its Directors or officers, any Consortium Member, their directors or officers, nor any other person gives any representation, assurance or guarantee that the events expressed or implied in any forward looking statements in this Scheme Booklet will actually occur and you are cautioned not to place undue reliance on any forward looking statement.

Subject to any continuing obligations under law or the ASX Listing Rules, Asciano and the Directors disclaim any obligation or undertaking to disseminate after the date of this Scheme Booklet any updates or revisions to any forward looking statements to reflect any change in expectations in relation to those statements or change in events, conditions or circumstances on which a statement is based.

Investment advice

The information contained in this Scheme Booklet does not constitute financial product advice.

In preparing this Scheme Booklet, Asciano has not taken into account the objectives,

financial situation or needs of individual Asciano Shareholders. It is important that you consider the information in this Scheme Booklet in light of your particular circumstances. If you are in doubt as

to what you should do, you should consult your legal, financial or other professional advisor.

Important notice associated with Court order under section 411(1) of the Corporations Act

The fact that under section 411(1) of the Corporations Act the Court has, at the First Court Hearing, ordered that a meeting be convened and has approved the explanatory statement required to accompany the notice of the meeting does not mean that the Court:

1. has formed any view as to the merits of the proposed Scheme or as to how Eligible Asciano Shareholders should vote (on this matter Eligible Asciano Shareholders must reach their own decision); or

2. has prepared, or is responsible for the content of, the explanatory statement.

The order of the Court that the Scheme Meeting be convened is not, and should not be treated as, an endorsement by the Court of, or any other expression of opinion by the Court on, the Scheme.

Notice of Scheme Meeting

The Notice of Meeting is set out in Annexure E.

Notice of Second Court Hearing

At the Second Court Hearing, the Court will consider whether to approve the Scheme following the vote at the Scheme Meeting.

Any Asciano Shareholder may appear at the Second Court Hearing expected to be held on Thursday, 9 June 2016 at the Supreme Court of New South Wales, 184 Phillip St, Sydney.

Any Asciano Shareholder who wishes to oppose approval of the Scheme at the Second Court Hearing may do so by filing with the Court and serving on Asciano a notice of appearance in the prescribed form together with any affidavit that the Asciano Shareholder proposes to rely on.

Shareholders outside Australia This Scheme Booklet is subject to Australian disclosure requirements.

The release, publication or distribution of this Scheme Booklet in jurisdictions other than Australia may be restricted by law or regulation in those jurisdictions and persons who come into possession of it should seek advice on and observe any restrictions. Any failure to comply with those restrictions may constitute a violation of applicable laws or regulations.

This Scheme Booklet has been prepared solely in accordance with Australian law and the information contained in this Scheme Booklet may not be the same as that which would have been disclosed if this Scheme Booklet had been prepared in accordance with the laws and regulations outside Australia.

This Scheme Booklet has been prepared in accordance with the disclosure requirements of Australia, which are different from those of the United States.

This Scheme Booklet has not been filed with or reviewed by the SEC or any state securities authority and none of them has passed upon or endorsed the merits of the Scheme or the accuracy, adequacy or completeness of this Scheme Booklet. Any representation to the contrary is a criminal offence.

The enforcement by investors of civil liabilities under applicable U.S. laws may be affected adversely by the fact that Asciano and certain Consortium Members are incorporated or organised outside the United States, that some or all of their respective officers and directors and the expert named in this Scheme Booklet are residents of a foreign country, and that all or a substantial portion of the assets of Asciano, the Consortium Members and said persons are located outside the United States. As a result, it may be difficult or impossible for investors in the United States to effect service of process within the United States upon Asciano or a Consortium Member, their respective officers or directors or

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