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Explanatory Memorandum Sydney Airport Holdings Limited ABN 85 075 295 760 AFSL 236875 Central Terrace Building T 1800 181 895 or 10 Arrivals Court +61 2 9667 9871 Sydney International Airport F +61 2 9667 9296 New South Wales 2020 www.sydneyairport.com.au/investors ASX Release 25 October 2013 Sydney Airport Notices of Meetings and Explanatory Memorandum Please find attached the Notices of Meetings, Explanatory Memorandum and Proxy Form relating to a proposal to restructure Sydney Airport. Printed copies of these documents will be dispatched to Securityholders on 30 October 2013 at which time an information line (details below) will be open to Securityholders with any questions. The Meetings will be held on 22 November 2013, at 10am Sydney time at the Sofitel Sydney Wentworth Hotel, 61-101 Phillip St, Sydney. Sydney Airport Securityholder Information line: 1300 391 219 (within Australia) +613 9415 4280 (outside Australia) For personal use only For further information, please contact: Chantal Travers Laura Stevens Manager – Investor Relations Manager - Media and Communications Tel: +612 9667 9271 Tel: +612 9667 6477 Mob +61 428 822 375 Mob: +61 437 033 479 Email [email protected] Email: [email protected] Page 1 of 1 AIRPORT Explanatory Memorandum Proposal to restructure Sydney Airport For personal use only The Directors of Sydney Airport unanimously recommend that Securityholders vote in favour of the Resolutions. Meeting Date Friday, 22 November 2013 Sofitel Sydney Wentworth 61-101 Phillip Street, Sydney Guide to the content of this Explanatory Memorandum This Explanatory Memorandum is divided into the following Sections: 1. Key Dates and Meeting Location 2. Letter from the Chairman 3. Overview of the Proposal 4. Frequently Asked Questions 5. The Proposal 6. Financial Impact of the Proposal 7. Sydney Airport Limited 8. Australian Tax Report 9. Securityholder Approvals 10. Additional Information 11. Glossary 12. Other Important Information Annexures • Annexure A: Independent Expert’s Report • Annexure B: Investigating Accountant’s Report • Annexure C: Summary of the Material Documents • Annexure D: Details of the Scheme • Annexure E: SAT1 Constitutional Amendments • Annexure F: SAT2 Supplemental Deed • Annexure G: Notices of Meeting Corporate Directory A Proxy Form accompanies this Explanatory Memorandum. For personal use only Proposal to restructure Sydney Airport Notices of Scheme Meeting and General Meetings, and Explanatory Memorandum The Meetings will be held on Friday, 22 November 2013 at 10.00am Sydney time at the Sofitel Sydney Wentworth, 61-101 Phillip Street, Sydney. The Meetings will comprise concurrent general meetings of the two entities that make up ASX‑listed Sydney Airport, namely Sydney Airport Trust 1 (ARSN 099 597 921) (SAT1) and Sydney Airport Trust 2 (ARSN 099 597 896) (SAT2), and a scheme meeting of SAT2. Sydney Airport Holdings Limited (ACN 075 295 760) (SAHL) is the responsible entity of SAT1 and SAT2 (together, Sydney Airport). At the Meetings a recommended proposal (among other things) will be considered for the simplification of the structure of Sydney Airport as set out in the overview in Section 3 and explained in more detail in Section 5. The Directors of Sydney Airport unanimously recommend that Securityholders vote in favour of the Resolutions. The Independent Expert, Deloitte Corporate Finance Pty Ltd, has concluded that the Proposal is fair and reasonable and in the best interests of Securityholders. It is recommended that Securityholders read the Independent Expert’s Report in full (set out in Annexure A). This Explanatory Memorandum is important and requires your immediate attention. You should read this Explanatory Memorandum in its entirety before deciding how to vote on the Resolutions, and consult your investment, financial, tax, legal or other professional adviser if you are in any doubt about what to do. This Explanatory Memorandum (including the Independent Expert’s Report in Annexure A of the Explanatory Memorandum) will also be available free of charge at least 21 days before the Meetings on Sydney Airport’s website at www.sydneyairport.com.au/investors. If you have any questions, please contact Sydney Airport’s Securityholder Information Line on 1300 391 219 (within Australia) or +613 9415 4280 (outside Australia), Monday to Friday between 9.00am and 5.00pm (Sydney time). Issued by Sydney Airport Holdings Limited (ACN 075 295 760) as responsible entity of Sydney Airport Trust 1 (ARSN 099 597 921) and Sydney Airport Trust 2 (ARSN 099 597 896). For personal use only EXPLANATORY MEMORANDUM 1 Important Notices Purpose of this notice of Securityholders’ Deloitte Corporate Finance Pty Ltd has prepared and is meetings and explanatory memorandum responsible for the Independent Expert’s Report in relation (Explanatory Memorandum) to the Proposal included as Annexure A to the Explanatory This Explanatory Memorandum, dated 25 October 2013, Memorandum. SAHL as responsible entity of SAT1 and provides holders of Existing Stapled Securities in Sydney SAT2, and Sydney Airport Limited, and their respective Airport (Securityholders) with information about the directors, officers and advisers, assume no responsibility for Proposal that, if approved, will result in a simplification the accuracy or completeness of the Independent Expert’s of the structure of Sydney Airport by following the steps Report, except in relation to information given by them to described in Sections 5.3 and 5.4. This Explanatory the Independent Expert for the purposes of preparing the Memorandum is not a prospectus. However, it does contain Independent Expert’s Report. Deloitte Corporate Finance the information that would be reqiured under section 710 Pty Ltd does not assume any responsibility for the accuracy of the Corporations Act if it were a prospectus offering for or completeness of any other part of this Explanatory subscription of the securities for which ASX quotation is Memorandum. sought. KPMG Transaction Services has prepared and is responsible This Explanatory Memorandum does not constitute an offer for the Investigating Accountant’s Report in relation to or recommendation of securities in any jurisdiction or to any the Proposal included as Annexure B to the Explanatory person to whom it would be unlawful to make such an offer. Memorandum. SAHL as responsible entity of SAT1 and This Explanatory Memorandum is neither an offer to sell nor SAT2, and Sydney Airport Limited, and their respective a solicitation of an offer to buy securities within the meaning directors, officers and advisers, assume no responsibility of the US Securities Act of 1933 (US Securities Act). for the accuracy or completeness of the Investigating The Sydney Airport Limited Shares to be issued under the Accountant’s Report, except in relation to information given Scheme in connection with the Proposal have not been nor by them to the Investigating Accountant for the purposes will be registered under the US Securities Act. In addition, of preparing the Investigating Accountant’s Report. KPMG neither Sydney Airport nor any of the stapled entities that Transaction Services does not assume any responsibility comprise (or, if the Proposal is implemented, will comprise) for the accuracy or completeness of any other part of this Sydney Airport have been or will be registered under the Explanatory Memorandum. US Investment Company Act of 1940 (US Investment PricewaterhouseCoopers is the author of the report titled Company Act), pursuant to Section 3(c)(7) of the US ‘Australian Tax Report’ contained in section 8. SAHL as Investment Company Act. responsible entity of SAT1 and SAT2, and Sydney Airport For details of the selling restrictions that apply to the issue Limited, and their respective directors, officers and advisers, of Sydney Airport Limited Shares in foreign jurisdictions, assume no responsibility for the accuracy of the Australian see Section 10.13. Tax Report, except in relation to information given by them to PricewaterhouseCoopers for the purposes of preparing Securityholders should read this Explanatory Memorandum the Australian Tax Report. PricewaterhouseCoopers does in its entirety, and consider its contents carefully, before not assume any responsibility for the accuracy of any other deciding how to vote on the Resolutions. You may also wish part of this Explanatory Memorandum or the completeness to obtain independent advice, particularly about matters that of the Explanatory Memorandum. concern you as an individual, including tax. If you have any questions, please contact Sydney Airport’s Securityholder Sydney Airport Limited has provided, and is solely Information Line on 1300 391 219 (within Australia) or responsible for, the Sydney Airport Limited Information, +613 9415 4280 (outside Australia), Monday to Friday and SAHL as responsible entity of SAT1 and SAT2 and their between 9.00am and 5.00pm (Sydney time). respective directors, officers, employees and advisers do not assume any responsibility for and accept no liability for The Proposal is subject to a number of conditions, including the accuracy or completeness of the Sydney Airport Limited Securityholder approval of the Resolutions (see Section 5.7). Information. Sydney Airport Limited has provided its consent If the Proposal is approved, it will be binding on every to the inclusion of the Sydney Airport Limited Information Securityholder (whether or not the Securityholder voted, in this Explanatory Memorandum, but does not assume and whether or not the Securityholder voted in
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