Transurban : Appendix 3G

asx release

27 October 2020

APPENDIX 3G - NOTIFICATION OF ISSUE OF EQUITY SECURITIES

In accordance with ASX Listing Rule 3.10.3A, please see attached an Appendix 3G - Notification of Issue, Conversion or Payment Up of Equity Securities in relation to the issue of Performance Awards under Transurban's Performance Awards Plan.

Investor enquiries	Media enquiries
Tess Palmer	Sarah Chapman
Head of Investor Relations	Manager, Media and Communications
[phone]	[phone]

This announcement is authorised by Fiona Last, Company Secretary.

Classification	Transurban Group
	Transurban International Limited
	ABN 90 121 746 825
	Transurban Holdings Limited
	ABN 86 098 143 429	Level 31
	Transurban Holding Trust	Tower Five, Collins Square
	ABN 30 169 362 255	727 Collins Street
	ARSN 098 807 419	Docklands
	Victoria 3008 Australia
	[e-mail]	Telephone [phone]
	www.transurban.com	Facsimile [phone]

This appendix is notavailable as an online form
Please fill in and submit as a PDF announcement	+Rule 3.10.3A, 3.10.3B, 3.10.3C

Appendix 3G

Notification of issue, conversion or payment up of equity

+securities

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

If you are an entity incorporated outside Australia and you are issuing a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 - Entity and announcement details

Question	Question	Answer
no
1.1	*Name of entity	Transurban Group
	We (the entity here named) give notice of the issue,
	conversion or payment up of the following unquoted
	+securities.
1.2	*Registration type and number	Transurban Holdings Limited (THL)
	Please supply your ABN, ARSN, ARBN, ACN or	(ABN 86 098 143 429)
	another registration type and number (if you supply	Transurban International Limited (TIL)
	another registration type, please specify both the type
	of registration and the registration number).	(ABN 90 121 746 825)
		Transurban Holding Trust (THT)
		(ABN 30 169 362 255)
1.3	*ASX issuer code	TCL
1.4	*This announcement is	☒A new announcement
	Tick whichever is applicable.	☐An update/amendment to a previous
		announcement
		☐A cancellation of a previous
		announcement
1.4a	*Reason for update
	Mandatory only if "Update" ticked in Q1.4 above. A
	reason must be provided for an update.
1.4b	*Date of previous announcement to this
	update
	Mandatory only if "Update" ticked in Q1.4 above.
1.4c	*Reason for cancellation
	Mandatory only if "Cancellation" ticked in Q1.4 above.
1.4d	*Date of previous announcement to this
	cancellation
	Mandatory only if "Cancellation" ticked in Q1.4 above.
1.5	*Date of this announcement	27 October 2020

+ See chapter 19 for defined terms	Page 1
31 January 2020

	This appendix is notavailable as an online form	Appendix 3G
Please fill in and submit as a PDF announcement	Notification of issue, conversion or
			payment up of equity +securities
	Part 2 - Type of issue
	Question	Question	Answer
	No.
	2.1	*The +securities the subject of this	☐+Securities issued as a result of options
		notification are:	being exercised or other +convertible
		Select whichever item is applicable.	+securities being converted and that are
		If you wish to notify ASX of different types of issues of	not to be quoted on ASX
		securities, please complete a separate Appendix 3G	☐Partly paid +securities that have been
		for each type of issue.	fully paid up and that are not to be
			quoted on ASX
			☒+Securities issued under an +employee
			incentive scheme that are not being
			immediately quoted on ASX
			☐Other [please specify]
			If you have selected 'other' please provide the
			circumstances of the issue here:
	2.2a.1	Please state the number and type of
		options that were exercised or other
		+convertible securities that were converted
		(including their ASX security code if
		available)?
		Answer this question if your response to Q2.1 is
		"securities issued as a result of options being
		exercised or other convertible securities being
		converted and that are not to be quoted on ASX".
	2.2a.2	And the date the options were exercised or
		other +convertible securities were
		converted:
		Answer this question if your response to Q2.1 is
		"securities issued as a result of options being
		exercised or other convertible securities being
		converted and that are not to be quoted on ASX".
		Note: If this occurred over a range of dates, enter the
		date the last of the options was exercised or
		convertible securities was converted.
	2.2b.1	Please state the number and type of partly
		paid +securities that were fully paid up
		(including their ASX security code if
		available)?
		Answer this question if your response to Q2.1 is
		"partly paid securities that have been paid up and that
		are not to be quoted on ASX".
	2.2b.2	And the date the +securities were fully paid
		up:
		Answer this question if your response to Q2.1 is
		"partly paid securities that have been paid up and that
		are not to be quoted on ASX".
		Note: If this occurred over a range of dates, enter the
		date the last of the securities was fully paid up.

+ See chapter 19 for defined terms	Page 2
31 January 2020

	This appendix is notavailable as an online form		Appendix 3G
Please fill in and submit as a PDF announcement	Notification of issue, conversion or
					payment up of equity +securities
	2.2c.1		Please state the number and type of	27,570 Performance Awards (unquoted)
			+securities (including their ASX security	(ASX code: TCLAA). Each Performance
			code) issued under an +employee	Award is a right to receive a stapled security
			incentive scheme that are not being	in Transurban Group (ASX code: TCL, each
			immediately quoted on ASX		comprising a share in THL, share in TIL and
			Answer this question if your response to Q2.1 is	unit in THT), subject to the achievement of
			"securities issued under an employee incentive	performance and vesting conditions.
			scheme that are not being immediately quoted on
			ASX".
	2.2c.2	*Please attach a document or provide	The attachment sets out a summary of the
		details of a URL link for a document lodged	terms of Transurban's Performance Awards
		with ASX detailing the terms of the	Plan - Sign-on Offer.
		+employee incentive scheme or a
		summary of the terms.
			Answer this question if your response to Q2.1 is
			"securities issued under an employee incentive
			scheme that are not being immediately quoted on
			ASX".
	2.2c.3		*Are any of these +securities being issued	Yes
			to +key management personnel (KMP) or
			an +associate
			Answer this question if your response to Q2.1 is
			"securities issued under an employee incentive
			scheme that are not being immediately quoted on
			ASX".
	2.2c.3.a		*Provide details of the recipients and the number of +securities issued to each of them.
			Answer this question if your response to Q2.1 is "securities issued under an employee incentive scheme that are
			not being immediately quoted on ASX" and your response to Q2.2c.3 is "Yes". Repeat the detail in the table
			below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the
			KMP or insert "Same" in "Name of registered holder". If the securities are being issued to an associate of a KMP,
			insert the name of the associate in "Name of registered holder".
			Name of KMP	Name of registered holder	Number of +securities
			Simon Moorfield	Simon Moorfield	10,200
			Hugh Wehby	Hugh Wehby		17,370
	2.2d.1	*The purpose(s) for which the entity is	☐To raise additional working capital
		issuing the +securities is:		☐To fund the retirement of debt
			Answer this question if your response to Q2.1 is
			☐To pay for the acquisition of an asset
			"Other".
			You may select one or more of the items in the list.	[provide details below]
					☐To pay for services rendered
					[provide details below]
					☐Other [provide details below]
					Additional details:
	2.2d.2	Please provide any further information
		needed to understand the circumstances in
		which you are notifying the issue of these
		+securities to ASX, including (if applicable)
		why the issue of the +securities has not
		been previously announced to the market
		in an Appendix 3B
			You must answer this question if your response to
			Q2.1 is "Other". If there is no other information to
			provide, please answer "Not applicable" or "N/A".

+ See chapter 19 for defined terms	Page 3
31 January 2020

	This appendix is notavailable as an online form	Appendix 3G
Please fill in and submit as a PDF announcement	Notification of issue, conversion or
			payment up of equity +securities
	2.3	*The +securities being issued are:	☒Additional +securities in an existing
		Tick whichever is applicable	unquoted class that is already recorded
			by ASX ("existing class")
			☐New +securities in an unquoted class
			that is not yet recorded by ASX ("new
			class")

Part 3A - number and type of +securities being issued (existing class)

Answer the questions in this part if your response to Q2.3 is "existing class".

Question	Question	Answer
No.
3A.1	*ASX security code & description	Performance Awards (ASX code: TCLAA)
3A.2	*Number of +securities being issued	27,570
3A.3a	*Will the +securities being issued rank	Yes
	equally in all respects from their issue date
	with the existing issued +securities in that
	class?
3A.3b	*Is the actual date from which the
	+securities will rank equally (non-ranking
	end date) known?
	Answer this question if your response to Q3A.3a is
	"No".
3A.3c	*Provide the actual non-ranking end date
	Answer this question if your response to Q3A.3a is
	"No" and your response to Q3A.3b is "Yes".
3A.3d	*Provide the estimated non-ranking end
	period
	Answer this question if your response to Q3A.3a is
	"No" and your response to Q3A.3b is "No".
3A.3e	*Please state the extent to which the
	+securities do not rank equally:
	•in relation to the next dividend,
	distribution or interest payment; or
	•for any other reason
	Answer this question if your response to Q3A.3a is
	"No".
	For example, the securities may not rank at all, or may
	rank proportionately based on the percentage of the
	period in question they have been on issue, for the
	next dividend, distribution or interest payment; or they
	may not be entitled to participate in some other event,
	such as an entitlement issue.

Part 3B - number and type of +securities being issued (new class)

Answer the questions in this part if your response to Q2.3 is "new class".

Question	Question	Answer
No.
3B.1	*Security description

+ See chapter 19 for defined terms	Page 4
31 January 2020

	This appendix is notavailable as an online form	Appendix 3G
Please fill in and submit as a PDF announcement	Notification of issue, conversion or
			payment up of equity +securities
	3B.2	*Security type	☐Ordinary fully or partly paid shares/units
		Select one item from the list that best describes the	☐Options
		securities the subject of this form. This will determine
		more detailed questions to be asked about the security	☐+Convertible debt securities
		later in this section. Select "ordinary fully or partly paid	☐Non-convertible +debt securities
		shares/units" for stapled securities or CDIs. For interest
		rate securities, please select the appropriate choice	☐Redeemable preference shares/units
		from either "Convertible debt securities" or "Non-
		convertible debt securities". Select "Other" for	☐Other
		performance shares/units and performance
		options/rights or if the selections available in the list do
		not appropriately describe the security being issued.
	3B.3	ISIN code
		Answer this question if you are an entity incorporated
		outside Australia and you are issuing a new class of
		securities other than CDIs. See also the note at the top
		of this form.
	3B.4	*Number of +securities being issued
	3B.5a	*Will all the +securities issued in this class
		rank equally in all respects from the issue
		date?
	3B.5b	*Is the actual date from which the
		+securities will rank equally (non-ranking
		end date) known?
		Answer this question if your response to Q3B.5a is
		"No".
	3B.5c	*Provide the actual non-ranking end date
		Answer this question if your response to Q3B.5a is
		"No" and your response to Q3B.5b is "Yes".
	3B.5d	*Provide the estimated non-ranking end
		period
		Answer this question if your response to Q3B.5a is
		"No" and your response to Q3B.5b is "No".
	3B.5e	*Please state the extent to which the
		+securities do not rank equally:
		•in relation to the next dividend,
		distribution or interest payment; or
		•for any other reason
		Answer this question if your response to Q3B.5a is
		"No".
		For example, the securities may not rank at all, or may
		rank proportionately based on the percentage of the
		period in question they have been on issue, for the
		next dividend, distribution or interest payment; or they
		may not be entitled to participate in some other event,
		such as an entitlement issue.
	3B.6	Please attach a document or provide a URL
		link for a document lodged with ASX setting
		out the material terms of the +securities
		being issued
		You may cross reference a disclosure document, PDS,
		information memorandum, investor presentation or
		other announcement with this information provided it
		has been released to the ASX Market Announcements
		Platform.

+ See chapter 19 for defined terms	Page 5
31 January 2020

This appendix is notavailable as an online form	Appendix 3G
Please fill in and submit as a PDF announcement	Notification of issue, conversion or
	payment up of equity +securities

3B.7 *Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1?

Answer this question only if you are an ASX Listing. (ASX Foreign Exempt Listings and ASX Debt Listings do not have to answer this question).

If your response is "No" and the securities have any unusual terms, you should approach ASX as soon as possible for confirmation under listing rule 6.1 that the terms are appropriate and equitable.

3B.8aOrdinary fully or partly paid shares/units details

Answer the questions in this section if you selected this security type in your response to Question 3B.2.

*+Security currency

This is the currency in which the face amount of an issue is denominated. It will also typically be the currency in which distributions are declared.

*Will there be CDIs issued over the +securities?

*CDI ratio

Answer this question if you answered "Yes" to the previous question. This is the ratio at which CDIs can be transmuted into the underlying security (e.g. 4:1 means 4 CDIs represent 1 underlying security whereas 1:4 means 1 CDI represents 4 underlying securities).

*Is it a partly paid class of +security?

*Paid up amount: unpaid amount

Answer this question if answered "Yes" to the previous question.

The paid up amount represents the amount of application money and/or calls which have been paid on any security considered 'partly paid'

The unpaid amount represents the unpaid or yet to be called amount on any security considered 'partly paid'.

The amounts should be provided per the security currency (e.g. if the security currency is AUD, then the paid up and unpaid amount per security in AUD).

*Is it a stapled +security?

This is a security class that comprises a number of ordinary shares and/or ordinary units issued by separate entities that are stapled together for the purposes of trading.

3B.8bOption details

Answer the questions in this section if you selected this security type in your response to Question 3B.2.

*+Security currency

This is the currency in which the exercise price is payable.

*Exercise price

The price at which each option can be exercised and convert into the underlying security. If there is no exercise price please answer as $0.00.

The exercise price should be provided per the security currency (i.e. if the security currency is AUD, the exercise price should be expressed in AUD).

*Expiry date

The date on which the options expire or terminate.

+ See chapter 19 for defined terms	Page 6
31 January 2020

	This appendix is notavailable as an online form	Appendix 3G
Please fill in and submit as a PDF announcement	Notification of issue, conversion or
		payment up of equity +securities
	*Details of the number and type of
	+security (including its ASX security code if
	the +security is quoted on or recorded by
	ASX) that will be issued if an option is
	exercised
	For example, if the option can be exercised to receive
	one fully paid ordinary share with ASX security code
	ABC, please insert "One fully paid ordinary share
	(ASX:ABC)".

3B.8c	Details of non-convertible +debt securities, +convertible debt securities, or
	redeemable preference shares/units
	Answer the questions in this section if you selected one of these security types in your response to Question
	3B.2.
	Refer to Guidance Note 34 and the "Guide to the Naming Conventions and Security Descriptions for ASX Quoted
	Debt and Hybrid Securities" for further information on certain terms used in this section
	*Type of +security	☐Simple corporate bond
	Select one item from the list	☐Non-convertible note or bond
		☐Convertible note or bond
		☐Preference share/unit
		☐Capital note
		☐Hybrid security
		☐Other
	*+Security currency
	This is the currency in which the face value of the
	security is denominated. It will also typically be the
	currency in which interest or distributions are paid.
	Face value
	This is the principal amount of each security.
	The face value should be provided per the security
	currency (i.e. if security currency is AUD, then the
	face value per security in AUD).
	*Interest rate type	☐Fixed rate
	Select one item from the list	☐Floating rate
	Select the appropriate interest rate type per the terms	☐Indexed rate
	of the security. Definitions for each type are provided
	in the Guide to the Naming Conventions and Security	☐Variable rate
	Descriptions for ASX Quoted Debt and Hybrid
	Securities	☐Zero coupon/no interest
		☐Other
	Frequency of coupon/interest payments	☐Monthly
	per year	☐Quarterly
	Select one item from the list.
	☐Semi-annual
		☐Annual
		☐No coupon/interest payments
		☐Other
	First interest payment date
	A response is not required if you have selected "No
	coupon/interest payments" in response to the
	question above on the frequency of coupon/interest
	payments
	Interest rate per annum
	Answer this question if the interest rate type is fixed.

+ See chapter 19 for defined terms	Page 7
31 January 2020

	This appendix is notavailable as an online form	Appendix 3G
Please fill in and submit as a PDF announcement	Notification of issue, conversion or
			payment up of equity +securities
		*Is the interest rate per annum estimated
		at this time?
		Answer this question if the interest rate type is fixed.
		If the interest rate per annum is estimated,
		then what is the date for this information to
		be announced to the market (if known)
		Answer this question if the interest rate type is fixed
		and your response to the previous question is "Yes".
		Answer "Unknown" if the date is not known at this
		time.
		*Does the interest rate include a reference
		rate, base rate or market rate (e.g. BBSW
		or CPI)?
		Answer this question if the interest rate type is floating
		or indexed
		*What is the reference rate, base rate or
		market rate?
		Answer this question if the interest rate type is floating
		or indexed and your response to the previous
		question is "Yes".
		*Does the interest rate include a margin
		above the reference rate, base rate or
		market rate?
		Answer this question if the interest rate type is floating
		or indexed.
		*What is the margin above the reference
		rate, base rate or market rate (expressed
		as a percent per annum)
		Answer this question if the interest rate type is floating
		or indexed and your response to the previous
		question is "Yes".
		*S128F of the Income Tax Assessment Act	☐s128F exempt
		status applicable to the +security	☐Not s128F exempt
		Select one item from the list
		☐s128F exemption status unknown
		For financial products which are likely to give rise to a
		payment to which s128F of the Income Tax	☐Not applicable
		Assessment Act applies, ASX requests issuers to
		confirm the s128F status of the security:
		•"s128F exempt" means interest payments are not
		taxable to non-residents;
		•"Not s128F exempt" means interest payments are
		taxable to non-residents;
		•"s128F exemption status unknown" means the
		issuer is unable to advise the status;
		•"Not applicable" means s128F is not applicable to
		this security
		*Is the +security perpetual (i.e. no maturity
		date)?
		*Maturity date
		Answer this question if the security is not perpetual

+ See chapter 19 for defined terms	Page 8
31 January 2020

	This appendix is notavailable as an online form	Appendix 3G
Please fill in and submit as a PDF announcement	Notification of issue, conversion or
			payment up of equity +securities
		*Select other features applicable to the	☐Simple
		+security	☐Subordinated
		Up to 4 features can be selected. Further information
		is available in the Guide to the Naming Conventions	☐Secured
		and Security Descriptions for ASX Quoted Debt and	☐Converting
		Hybrid Securities.
			☐Convertible
			☐Transformable
			☐Exchangeable
			☐Cumulative
			☐Non-Cumulative
			☐Redeemable
			☐Extendable
			☐Reset
			☐Step-Down
			☐Step-Up
			☐Stapled
			☐None of the above
		*Is there a first trigger date on which a right
		of conversion, redemption, call or put can
		be exercised (whichever is first)?
		*If yes, what is the first trigger date
		Answer this question if your response to the previous
		question is "Yes".
		Details of the number and type of +security
		(including its ASX security code if the
		+security is quoted on ASX) that will be
		issued if the securities to be quoted are
		converted, transformed or exchanged
		Answer this question if the security features include
		"converting", "convertible", "transformable" or
		"exchangeable".
		For example, if the security can be converted into
		1,000 fully paid ordinary shares with ASX security
		code ABC, please insert "1,000 fully paid ordinary
		shares (ASX:ABC)".
	Part 4 - Issue details

Question	Question	Answer
No.
4.1	*Have the +securities been issued yet?	Yes
4.1a	*What was their date of issue?	26 October 2020
	Answer this question if your response to Q4.1 is
	"Yes".
4.1b	*What is their proposed date of issue?
	Answer this question if your response to Q4.1 is "No".
4.2	*Are the +securities being issued for a	No
	cash consideration?
	If the securities are being issued for nil cash
	consideration, answer this question "No".

+ See chapter 19 for defined terms	Page 9
31 January 2020

This appendix is notavailable as an online form	Appendix 3G
Please fill in and submit as a PDF announcement	Notification of issue, conversion or
			payment up of equity +securities
	4.2a	*In what currency is the cash consideration
		being paid
		For example, if the consideration is being paid in
		Australian Dollars, state AUD.
		Answer this question if your response to Q4.2 is
		"Yes".
	4.2b	*What is the issue price per +security
		Answer this question if your response to Q4.2 is "Yes"
		and by reference to the issue currency provided in
		your response to Q4.2a.
		Note: you cannot enter a nil amount here. If the
		securities are being issued for nil cash consideration,
		answer Q4.2 as "No" and complete Q4.2c.
	4.2c	Please describe the consideration being	Performance Awards are being issued at no
		provided for the +securities	cost under Transurban's Performance
		Answer this question if your response to Q4.2 is "No".	Awards Plan.
	4.3	Any other information the entity wishes to
		provide about the issue

Part 5 - Unquoted +securities on issue

Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise:

Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity.

Restricted securities should be included in table 5.1.

5.1

*ASX security code and description	*Total number of +securities on issue
Performance Awards (ASX code: TCLAA)	3,036,357

+ See chapter 19 for defined terms	Page 10
31 January 2020

This appendix is notavailable as an online form	Appendix 3G
Please fill in and submit as a PDF announcement	Notification of issue, conversion or
	payment up of equity +securities

Part 6 - Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:

• your response to Q2.1 is "+securities issued under an +employee incentive scheme that are not being immediately quoted on ASX"; or
• your response to Q2.1 is "Other"

Question	Question	Answer
No.
6.1	*Are the securities being issued under	No
	Listing Rule 7.2 exception 131and therefore
	the issue does not need any security holder
	approval under Listing Rule 7.1?
	Answer this question if your response to Q2.1 is
	"securities issued under an employee incentive
	scheme that are not being immediately quoted on
	ASX".
6.2	*Has the entity obtained, or is it obtaining,	No
	+security holder approval for the issue
	under listing rule 7.1?
	Answer this question if the response to Q6.1 is "No".
6.2a	*Date of meeting or proposed meeting to
	approve the issue under listing rule 7.1
	Answer this question if the response to Q6.1 is "No"
	and the response to Q6.2 is "Yes".
6.2b	*Are any of the +securities being issued	Yes
	without +security holder approval using the
	entity's 15% placement capacity under
	listing rule 7.1?
	Answer this question if the response to Q6.1 is "No"
	and the response to Q6.2 is "No".

1Exception 13An issue of securities under an employee incentive scheme if within 3 years before the issue date:

1. in the case of a scheme established before the entity was listed - a summary of the terms of the scheme and the maximum number of equity securities proposed to be issued under the scheme were set out in the prospectus, PDS or information memorandum lodged with ASX under rule 1.1 condition 3; or
2. the holders of the entity's ordinary securities have approved the issue of equity securities under the scheme as an exception to this rule. The notice of meeting must have included:
3. • a summary of the terms of the scheme.
   • the number of securities issued under the scheme since the entity was listed or the date of the last approval under this rule;
   • the maximum number of +equity securities proposed to be issued under the scheme following the approval; and
   • a voting exclusion statement.

Exception 13 is only available if and to the extent that the number of +equity securities issued under the scheme does not exceed the maximum number set out in the entity's prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

Exception 13 ceases to be available if there is a material change to the terms of the scheme from those set out in the entity's prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

+ See chapter 19 for defined terms	Page 11
31 January 2020

	This appendix is notavailable as an online form	Appendix 3G
Please fill in and submit as a PDF announcement	Notification of issue, conversion or
			payment up of equity +securities
	6.2b.1	*How many +securities are being issued	27,570 Performance Awards are being
		without +security holder approval using the	issued using Transurban Group's 15%
		entity's 15% placement capacity under	placement capacity under Listing Rule 7.1.
		listing rule 7.1?
		Answer this question if the response to Q6.1 is "No",
		the response to Q6.2 is "No" and the response to
		Q6.2b is "Yes".
		Please complete and separately send by email to your
		ASX listings adviser a work sheet in the form of
		Annexure B to Guidance Note 21 confirming the entity
		has the available capacity under listing rule 7.1 to issue
		that number of securities.
	6.2c	*Are any of the +securities being issued	No
		without +security holder approval using the
		entity's additional 10% placement capacity
		under listing rule 7.1A (if applicable)?
		Answer this question if the response to Q6.1 is "No"
		and the response to Q6.2 is "No".
	6.2c.1	*How many +securities are being issued
		without +security holder approval using the
		entity's additional 10% placement capacity
		under listing rule 7.1A?
		Answer this question if the response to Q6.1 is "No",
		the response to Q6.2 is "No" and the response to
		Q6.2c is "Yes".
		Please complete and separately send by email to your
		ASX listings adviser a work sheet in the form of
		Annexure C to Guidance Note 21 confirming the entity
		has the available capacity under listing rule 7.1A to
		issue that number of securities.

Introduced 01/12/19; amended 31/01/20

+ See chapter 19 for defined terms	Page 12
31 January 2020

Transurban Performance Awards Plan - Sign-on Offer

The Grant of Performance Awards (Awards) was made in accordance with the Transurban Performance Awards Plan which is governed by the Transurban Equity Incentive Plan Rules (Plan Rules). Each Award is an entitlement to receive a stapled security in Transurban Group (ASX:TCL) at no cost to the recipient, subject to the achievement of performance and vesting conditions. Awards do not carry dividend or voting entitlements prior to vesting and cannot participate in new issues of stapled securities prior to vesting.

The Awards were granted to two newly appointed Group Executives (Executive) in recognition of equity awards forfeited by them with their prior employer upon commencement with Transurban.

Further terms governing the Awards are outlined below.

Vesting

The grants are divided into two tranches, the first tranche is scheduled to vest after the first 12 months of employment with Transurban and the second tranche after 24 months of employment.

Any Awards that do not vest, lapse and any Awards that vest are automatically exercised into Transurban stapled securities.

No payment is required by the Executive upon vesting or exercise of Awards. However, the Executive will be liable for any income taxes payable on the vesting of Awards.

Preventing Inappropriate Benefits

The Plan Rules deal with circumstances where Awards may lapse or stapled securities received on vesting of Awards may be forfeited or clawed back in order to prevent the Executive from obtaining an inappropriate benefit.

Cessation of employment

If the Executive resigns or employment is terminated for cause before the Awards vest, all of the unvested Awards will lapse (unless the Board determines otherwise). If the Executive ceases employment in any other circumstances, unless the Board determines otherwise, a pro rata number of the Awards (calculated based on the portion of the Performance Period that has elapsed) will remain on foot and subject to these terms (except that any continuous service requirement will be waived) and will be tested for vesting in the ordinary course.

Change of Control

If a Change of Control Event occurs (including a Takeover Bid or any other transaction, event or state of affairs that, in the Board's opinion, is likely to result in, or should otherwise be treated as, a change in the Control of the Company), the Board may decide that some or all Awards will vest or lapse in accordance with the Plan Rules. In determining whether to exercise its discretion, the Board may have regard to any circumstances it considers appropriate.

If an actual Change of Control occurs before the Board has exercised its discretion, a pro rata number of Awards will vest (calculated based on the portion of the Performance Period that has elapsed) and the remainder will lapse.

Dealing restrictions

Any Dealing in respect of an Award is prohibited, unless the Board determines otherwise, or the Dealing is required by law and the Executive provides satisfactory evidence to Transurban of that fact. If an attempt to Deal with Awards occurs in contravention of the Plan Rules (including, for instance, by entering into a hedging or other arrangement in relation to unvested Awards), Awards will lapse immediately, unless the Board determines otherwise.