Sydney Kingsford Smith Airportaeroporti Di Roma

A non-renounceable Priority Entitlement Offer of 375 million Fully Paid Securities at an Issue Price of $1.50 per Fully Paid Security and an Institutional Placement of approximately 54 million Fully Paid Securities at an Issue Price of $1.53 per Fully Paid Security to raise $645 million. A placement of 12.5 million Fully Paid Securities to Macquarie Bank Limited at $2.00 per Fully Paid Security to raise $25 million. MACQUARIE AIRPORTS PROSPECTUS Aeroporti di Roma Sydney Kingsford Smith Airport Special Notice Exposure Period Investments in Macquarie Airports (“MAp”) are not deposits The Corporations Act prohibits the processing of with or other liabilities of Macquarie Bank Limited Applications in the seven day period after the date of ACN 008 583 542 (“Macquarie”) or of any entity in the lodgement of the Prospectus. This period may be extended Macquarie Bank Group and are subject to investment risk, by ASIC by up to a further seven days. This period is an including possible delays in repayment and loss of income exposure period to enable the Prospectus to be examined and capital invested. Macquarie Airports Holdings (Bermuda) by market participants prior to the raising of funds. Limited (“MAHBL”) (which is not a member of the Macquarie Applications received during the exposure period will not be Bank Group) nor any member of the Macquarie Bank Group processed until after the expiry of that period. No preference including Macquarie Airports Management Limited will be conferred on Applications received during the (“Macquarie Airports Management”) and Macquarie exposure period. Investment Management (UK) Limited (“MIMUK”) guarantees any particular rate of return on Securities (including Fully Paid Electronic Prospectus Securities) or the performance of MAp, nor do they This Prospectus may be viewed online at guarantee the repayment of capital from MAp. This offer www.macquarie.com.au/airports. Applicants under the Public does not take into account the investment objectives, Offer using the Application Form attached to the electronic financial situation and particular needs of the investor. Before version of this Prospectus must be located in Australia. making an investment in MAp, the investor or prospective Persons who receive the electronic version of this investor should consider whether such an investment is Prospectus should ensure that they download and read the appropriate to their particular investment needs, objectives entire Prospectus. A paper copy of this Prospectus will be and financial circumstances and consult an investment provided free of charge to any person who requests a copy adviser if necessary. by contacting Macquarie Airports Management or the Underwriters, by mail or in person, during the period of This document is important and requires your immediate the Offer. attention. It should be read in its entirety. If you are in doubt as to the course you should follow, you should consult your Definitions stockbroker, solicitor, accountant or other professional A number of words and terms used in this Prospectus have adviser without delay. defined meanings that appear in Section 15, Glossary. This Prospectus dated 18 July 2002, was lodged with the Financial Amounts Australian Securities & Investments Commission (“ASIC”) on All financial amounts contained in this Prospectus are that day. ASIC and the Australian Stock Exchange Limited expressed in Australian dollars unless otherwise stated. (“ASX”) take no responsibility for the contents of this Where amounts in euros have been converted into Australian ¤ Prospectus. No Fully Paid Securities will be allotted or issued dollars, an A$/ exchange rate of 0.57 has been used. on the basis of this Prospectus later than 13 months after the Where amounts in pound sterling have been converted date of this Prospectus. No person is authorised to give any into Australian dollars, an A$/£ exchange rate of 0.37 information or to make any representation in connection with has been used. These exchange rates were current as at the Priority Entitlement Offer described in this Prospectus 5 July 2002. which is not contained in this Prospectus. Any information or Photographs and Diagrams representation not so contained may not be relied on as The assets depicted in photographs in this Prospectus are not having been authorised by MAHBL or Macquarie Airports necessarily assets of MAp. Diagrams used in this Prospectus Management in connection with the Priority Entitlement Offer. are illustrative only and may not be drawn to scale. The distribution of this Prospectus in jurisdictions outside Privacy Australia and New Zealand may be restricted by law and The Application Form and Priority Entitlement Form persons who come into possession of it should seek advice accompanying this Prospectus require you to provide on and observe any such restrictions. Any failure to comply information that may be personal information for the with such restrictions may constitute a violation of applicable purposes of the Privacy Act 1988 (as amended). MAp securities laws. This Prospectus does not constitute an offer (and the Registry on its behalf) collects, holds and uses in any jurisdiction in which, or to any person to whom it that personal information in order to assess your application, would not be lawful to make such an offer. service your needs as an investor, provide facilities and The Securities have not been and will not be, registered services that you request and carry out appropriate under the US Securities Act of 1933 and may not be offered administration. or sold in the United States or to, or for the account or The information may also be used from time to time to inform benefit of a US person (as defined in Regulation S under the you about other Macquarie Bank Group products or services Securities Act). which MAp considers may be of interest to you. If you do not No prospectus has been filed with the Registrar of want your information used for this purpose, please indicate Companies pursuant to the Public Offers of Securities so on the Priority Entitlement Form or Application Form. Regulations 1995 on the grounds that the Securities are not Access to information may also be provided to other being offered or sold to the public in the UK as a result of the Macquarie Bank Group companies and to MAp’s agents and Securities being offered to no more than fifty (50) persons in service providers on the basis that they deal with such the UK. Additionally, the content of this Prospectus has not information in accordance with MAp’s privacy policy. been approved by an authorised person in the UK and If you do not provide the information requested of you in the accordingly it may not be communicated to any person in Application Form and Priority Entitlement Form, the UK unless that person is of a kind described in Article 19 Computershare will not be able to process your application of Article 49 of the Financial Services and Markets Act 2000 for Fully Paid Securities or administer your holding of (Financial Promotion) Order 2001 or is a person to whom this Securities appropriately. Prospectus may otherwise be lawfully communicated. The communication of this Prospectus to any other person in the Under the Privacy Act 1988 (as amended), you may request UK is unauthorised and may contravene the Financial access to your personal information held by (or on behalf of) Services and Markets Act 2000. MAp. You can request access to your personal information by telephoning or writing to the Registry as follows: This document has not been registered with the Registrar of Companies in Hong Kong. Accordingly, the document may Computershare Investor Services Pty Limited not be circulated or distributed in Hong Kong to any person 60 Carrington Street other than a person who is a Security Holder as at the Sydney NSW 2000 Record Date. Nor may any of the Securities be offered or Telephone: 1300 850 505 sold in Hong Kong by means of this document or any other MAp has adopted the Macquarie privacy policy. You can document, other than to persons whose ordinary business it obtain a copy of that policy by visiting the Macquarie website is to buy or sell shares or debentures, whether as principal or at www.macquarie.com.au. agent, or in other circumstances which do not constitute an offer or sale of the Securities to the public in Hong Kong. Underwriters This Offer (other than the Macquarie Placement) has Macquarie Airports Management, as responsible entity of the been fully underwritten by the Joint Lead Managers, trusts comprised in MAp, and MIMUK, as adviser to MAHBL, Macquarie Equity Capital Markets Limited and UBS Warburg are entitled to fees for so acting. Macquarie and its related Australia Limited. corporations (including Macquarie Airports Management and MIMUK) together with their officers and directors may hold Securities in MAp from time to time. In the three months since listing on ASX, MAp has acquired a significant interest in Sydney Airport and has agreed to acquire a significant interest in Rome Airport CONTENTS Summary 2 Investment Highlights 3 Chairman’s Letter 15 1. Overview of the Offer 17 2. Overview of MAp 27 3. Details of the Sydney Acquisition 45 4. Details of the Rome Acquisition 61 5. Industry Overview 75 6. Board and Management 81 7. Financial Information 89 8. Risks 95 9. MAp, Sydney and Rome Financial Structure and Taxation Summary 105 10. Independent Expert Reports 111 11. Independent Expert Financial Reports 145 12. Material Contracts 163 13. Additional Information 197 14. Management Fee Examples 211

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