Exhibit O (page 1 of 8)

Transurban under pressure to resolve

West Gate Tunnel dispute

Tollroad group Transurban and contractors CIMIC and John Holland have been ordered by the Victorian Premier to sort out a costly dispute on 's $6.7 billion West Gate Tunnel project and stop playing "silly games".

Jenny Wiggins Infrastructure Reporter CIMIC and John Holland last week terminated a contract to Feb 5, 2020 – 6.27pm build the new tunnel for Transurban, claiming they were not responsible for the unexpected cost and difficulty of disposing of contaminated soil, after new policies were introduced by the state Environment Protection Authority on the handling of per-and polyfluorinated alkyl substances (PFAS) - chemicals used in firefighting foams and other industrial and consumer products.

The contractors claim they were told by Transurban that 85 per cent of the soil they would have to move to build the tunnel would be classified as "fill material" that could be recycled or put into regular landfill sites, but subsequently found that most of the soil was contaminated.

They have been in talks with Transurban over the contamination issue for the past six months and last week seized on a "force majeure" clause in their contract with the tollroad group to stop work on the tunnel.

The termination has been rejected by Transurban, which has its own fixed price contract with the state government to deliver the project.

If the parties cannot resolve who will pay for the disposal of contaminated soil, or end up fighting about the validity of the terminated contract, the dispute could end up in the courts.

Analysts have estimated the West Gate Tunnel could now cost an additional $1 billion to finish, but the Victorian government is reluctant to pump in additional taxpayer funds.

Premier said on Tuesday that while it was willing to work through any legitimate claims, "silly games" were being played. Exhibit O (page 2 of 8) "We're simply not going to be standing for that,'' he said. "There's a contract, it needs to be delivered, that road needs to be completed in 2022."

Mr Andrews said Transurban was "crystal clear" on the expectations of the state government and the company needed to manage the allocation of risk.

"I'm not going to invite contracted parties to put aside a contract in the hope that they can just write whatever ticket they want," he said.

Analysts at S&P Global Ratings said last week that the dispute highlighted the complexity of tollroad construction and development.

Transurban, which reports interim results on Tuesday, has also been battling delays on its NorthConnex tollroad project in , which was supposed to open at the end of 2019 but is now scheduled to open in mid-2020.

Transurban's BBB+ credit rating, which has a stable outlook, was not at risk unless the time taken to resolve the West Gate Tunnel dispute and its costs escalated, S&P said.

Jenny Wiggins writes on business, specialising in infrastructure and transport. Connect with Jenny on Twitter. Email Jenny at [email protected]

Exhibit O (page 3 of 8)

West Gate Tunnel dispute veers towards

'full-flung fight'

Transurban's stoush with its West Gate Tunnel builders is headed for a Supreme Court fight at the end of July if the tollroad company cannot sort out who will pay for $1 billion in cost blow-outs on the Melbourne tollroad project. Jenny Wiggins Justice Kevin Lyons on Friday ordered the companies into Infrastructure Reporter mediation on July 13 to try to resolve whether a dispute could be Jun 19, 2020 – 5.03pm handled by arbitrators before proceeding with further court hearings. Preliminary arguments will start on July 27 if mediation fails. A bitter and costly legal battle would be detrimental to all parties involved in the $6.7 billion road project – and possibly Transurban shareholders – and could expose flaws in how risk was allocated in the project's complex structure. 's transport infrastructure minister, , said on Friday that the government would take part in the court proceedings after Justice Lyons called on the state to join. Justice Lyons urged all parties to use mediation to resolve the issues over arcane contract clauses before it turned into "a full-flung fight". Exhibit O (page 4 of 8) Ms Allan said Transurban and its builders, CIMIC's CPB Contractors (owned by Spain's Grupo ACS) and John Holland (owned by China Communications Construction Company), should "stop having these battles in courts, stop fighting with each other". But Transurban has also recently filed legal proceedings against CIMIC and John Holland over a separate matter in Queensland, claiming defects in drainage infrastructure in 's Airport Link tunnel, which opened in mid-2012 and was built by Leighton Holdings (the entity now known as CIMIC that formerly owned John Holland.) The tunnel is now owned and operated by Transurban. The 17-kilometre West Gate Tunnel project, which includes twin tunnels connecting the and the precinct, was pitched as an idea by Transurban to the Victorian government in March 2015 – just a few months after Daniel Andrews' Labor government was voted into office with an election pledge to scrap another road project, the East West Link. By December 2015 the state government had entered exclusive negotiations with Transurban and two years later, the tollroad group signed a contract to design, build, finance and operate the West Gate Tunnel. CPB and John Holland, which had been named as preferred bidders to build the road in April 2017, signed a separate design and construction sub-contract with Transurban around the same time in December 2017. Competitors to Transurban say the tollroad group, which is contributing $4 billion to the total cost of the new motorway in return for the rights to toll and operate it until 2045, got a Because the West Gate Tunnel was Transurban's idea, rather than the good deal. government's, the project wasn't put out to a competitive tender. Justin McManu To help pay for the West Gate Tunnel, the state government agreed to pump in $2.65 billion and extend Transurban's existing concession on Melbourne's CityLink tollroad, which leads from the airport to the CBD, by 10 years to 2045, forcing motorists to keep paying tolls. Because the West Gate Tunnel was Transurban's idea, rather than the government's, the project wasn't put out to a competitive tender like most other public-private partnerships. Infrastructure developers are now raising questions over whether the Victorian government and Transurban paid enough attention to construction risks. "You just wonder if everybody didn't take their eye off that ball because they were so focused on the value of the concession and the unsolicited proposal process," one infrastructure financier told AFR Weekend. Exhibit O (page 5 of 8) Division of risk The project summary released by the state government outlines various risks. Transurban carries risks of complying with planning approvals, construction and design, and "a general change in law". The government carries the risk of a "project specific change in law or change in policy" and both parties share the risk for costs relating to the management and removal of contamination on site and force majeure events. But the risk division is evidently not clear enough to be settled easily after new policies were introduced after contracts were signed by the state's Environment Protection Authority on the handling of per-and polyfluorinated alkyl substances (PFAS) – chemicals used in firefighting foams – found on the construction site. Removing and disposing of PFAS contamination is costly. Figuring out who is responsible for paying is complicated by the fact that the risk allocation in Transurban's contract with the builders may not mirror the risk allocation in Transurban's contract with the state government. CPB and John Holland tried to scrap their sub-contract with Transurban earlier this year by citing "force majeure" and want the dispute over who pays settled as soon as possible by an independent arbitrator. Because the builders' contract is with Transurban, any payments ordered by the arbitrator would have to be made by the tollroad company. But Transurban (which asked the state government in March if it could also declare force majeure on its own contract but was told it couldn't terminate) says it is not responsible for the additional costs and doesn't want to go to arbitration. So it is arguing that cost blow-outs should be settled within a "linked" claim process outlined in the sub-contract, which requires it to pass on builders' claims to the state government. But the government does not want to pay, so it has rejected all the builders' claims. With all parties standing their ground, the scene looks set for a lengthy court battle.

Jenny Wiggins writes on business, specialising in infrastructure and transport. Connect with Jenny on Twitter. Email Jenny at [email protected] Exhibit O (page 6 of 8)

Zoom won't do for West Gate Tunnel soil talks

The COVID-19 pandemic is making it harder for Victorian Jenny Wiggins communities to get information on the disposal of contaminated soil Infrastructure Reporter from Transurban's $6.7 billion West Gate Tunnel because big public Updated Jul 5, 2020 – 3.45pm, meetings cannot be held, local residents say. first published at 3:41pm

Cleanaway Waste Management, one of several companies bidding to remove soil contaminated with per-and polyfluorinated alkyl substances (PFAS) from the West Gate Tunnel construction site, held a Zoom meeting on Thursday night with community members and representatives from Victoria's Environmental Protection Authority (EPA.)

Delays over finding suitable sites in Victoria to take the contaminated waste have delayed tunnelling on the new tollroad and pushed up costs by at least $1 billion.

PFAS-contaminated soil from the West Gate Tunnel is being stored in west Melbourne while the government and contractors try to find permanent disposal sites. Luis Enrique Ascui Exhibit O (page 7 of 8) , which has a facility at Ravenhall that disposes of PFAS waste, said it planned to build a containment system to manage the receipt, reuse and disposal of spoil from the West Gate Tunnel.

"Cleanaway will continue to talk with the local community and stakeholders to understand any concerns and discuss how they can be addressed," a spokesman said.

But Marion Martin, president of Stop the Tip, which represents landowners and residents in Melbourne's west, said the group was "totally against" PFAS spoil being brought to the Ravenhall region and that it was difficult to consult effectively with lots of people via Zoom. "People aren't going to be told what's going on," Ms Martin said.

Victorian shadow transport infrastructure spokesman David Davis said it was hard for "honest and meaningful" consultation to happen when social distancing was in place and when Victorian restrictions prevented big gatherings, including public meetings. Only 10 people are currently allowed to gather together publicly in Victoria.

"The government is cutting corners to cover up its earlier failure to find a solution for its PFAS problems that they should have solved before the project was advanced," Mr Davis said.

Mr Davis has called on the government to publicly release documents showing the results of scientific assessments of contaminated soil from the West Gate Tunnel by July 22, arguing that PFAS is "potentially a very lethal substance".

The Victorian government said community consultation by the operators tendering to take PFAS waste, which also include Maddingley Brown Coal (MBC), which is considering a site near Bacchus Marsh, and the Hi-Quality Group, which wants to put the waste in Bulla, had been underway since the start of the year.

"We expect any operator who is tendering to take the soil from tunnelling to show they understand their communities concerns and how they will be addressed," a government spokesperson said.

MBC consulted with communities in March and says soil from the tunnel site is not expected to be any more contaminated than waste the company already receives.

But Kat Barlow, spokesperson for the Bacchus Marsh Community , said residents wanted to be personally reassured by Transurban chief executive Scott Charlton that the contaminated waste was safe because they were worried about the impact on agricultural farmland, and want health and environmental assessments released. Exhibit O (page 8 of 8) Moorabool Shire Council said it had reviewed an application to amend the local planning scheme to allow MBC to receive PFAS spoil but that it could not release its findings publicly.

Transurban said that no soil from the West Gate Tunnel project has been or will be stored or disposed of without stringent EPA requirements being met.

"Facilities that have put forward proposals to safely manage soil for the project have been engaging local communities to discuss their proposals," a Transurban spokeswoman said.

Individual sites bidding to take the waste also need to get planning and environmental approvals, which are under review by authorities.

Finding a suitable site for waste disposal has been complicated by Transurban's ongoing dispute with its builders, CPB Contractors and John Holland, over who will pay.

Victoria's Supreme Court has ordered the companies to try mediation on July 13 to see if the dispute can be sorted out by arbitrators before proceeding with further hearings.

Jenny Wiggins writes on business, specialising in infrastructure and transport. Connect with Jenny on Twitter. Email Jenny at [email protected] https://www.afr.com/companies/infrastructure/west-gate-tunnel-consultations-shift-to- zoom-20200703-p558td