RIVERCITY MOTORWAY RIVERCITY RIVERCITY MOTORWAY PRODUCT DISCLOSURE STATEMENT DISCLOSURE PRODUCT

PRODUCT DISCLOSURE STATEMENT

FOR THE OFFER OF STAPLED UNITS IN RIVERCITY MOTORWAY INVESTMENT TRUST (ARSN 119 128 326) AND RIVERCITY MOTORWAY HOLDING TRUST (ARSN 119 128 193)

THE ISSUER RIVERCITY MOTORWAY MANAGEMENT LIMITED (ABN 33 117 343 361 AFSL 297 867)

LEAD MANAGER AND UNDERWRITER ABN AMRO ROTHSCHILD

OFFER SUMMARY 2 CHAIRMAN’S LETTER 3 INVESTMENT HIGHLIGHTS 4 1. SUMMARY OF THE OFFER 17 2. DETAILS OF THE OFFER 25 3. IMPORTANCE OF THE TUNNEL 31 4. CONSTRUCTION AND OPERATION OF THE TUNNEL 37 5. CORPORATE STRUCTURE AND TAXATION 45 6. BOARD AND MANAGEMENT 53 7. FINANCIAL ANALYSIS AND INFORMATION (INCLUDING FEES AND COSTS) 59 8. RISK FACTORS 71 9. EXPERTS’ AND CONSULTANTS’ REPORTS 77 10. ADDITIONAL INFORMATION 115 11. GLOSSARY 139 12. APPLICATION FORMS 147 CORPORATE DIRECTORY IBC

This period may be extended by ASIC by up to a further NO COOLING OFF RIGHTS If you do not provide the information requested in the seven days. The Exposure Period enables the PDS to be There is no statutory cooling off right for investors in Application Form, the Issuer and the Registry may examined by market participants prior to the raising trusts that are listed or are to be listed within three not be able to process or accept your Application or of funds. Applications received by the Issuer during the months of the date of the disclosure document. The administer your holding of Stapled Units appropriately. Exposure Period will not be processed until after the Issuer will apply no later than seven days after the date Access to your personal information may be provided expiry of that period. No preference will be conferred of issue of this PDS for the Trusts to be listed on ASX. to other companies within RiverCity Motorway Group on Applications received during the Exposure Period. Accordingly, there is no cooling off right for Investors and to the Issuer’s agents and service providers SELLING RESTRICTIONS APPLY in the Trusts. on the basis that they deal with such information in accordance with the Issuer’s privacy policy, a copy of The distribution of this PDS in jurisdictions outside UPDATED INFORMATION which can be accessed at www.rivercitymotorway.net. Australia may be restricted by law, and persons who Information relating to the Stapled Units that is not au. You can request access to personal information come into possession of it should seek advice on and materially adverse may change from time to time. collected in relation to your Application by telephoning observe any such restrictions. Any failure to comply This information may be updated and made available the RiverCity Motorway Group Offer Hotline on with such restrictions may constitute a violation of to you on our website at www.rivercitymotorway.net.au 1300 720 985 or writing to the Registry at: applicable securities laws. or by contacting the RiverCity Motorway Group Offer Link Market Services Limited The Offer to which this PDS relates is only available to Hotline on 1300 720 985. A paper copy of any updated Locked Bag A14 persons receiving the PDS (electronically or otherwise) information is available free on request. Applicants will SYDNEY SOUTH, NSW 1235 in Australia. This PDS does not constitute an offer in be advised if any supplementary PDS is prepared which any jurisdiction in which, or to any person to whom, will be provided to them free of charge. CAPITAL AND INVESTMENT RETURNS it would not be lawful to make such an offer outside ARE NOT GUARANTEED Australia where, or to any person to whom, it would PHOTOGRAPHS AND DIAGRAMS Investments in Stapled Units are not deposits be unlawful to make such an offer or invitation. The The assets depicted in photographs in this PDS are not with or liabilities of the Issuer, RiverCity Motorway Offer may also be made to investors in New Zealand assets of RiverCity Motorway Group unless otherwise Services or ABN AMRO Rothschild and are subject to under this PDS in reliance on an exemption from the stated. Diagrams appearing in this PDS are illustrative investment risk, including possible delays in repayment New Zealand Securities Act 1978 once all conditions only and may not be drawn to scale. and loss of income and capital invested. None of the to that exemption notice have been met. This PDS will PRIVACY NOTIFICATION Issuer, RiverCity Motorway Services nor ABN AMRO be applicable to any offer made to investors in New Rothschild guarantees any particular rate of return Zealand. No action has been taken to register or qualify By fi lling out the Application Form to apply for Stapled on the Stapled Units or the performance of RiverCity the Stapled Units of the Offer or otherwise to permit Units, you are providing information to the Issuer Motorway Group, nor do they guarantee the repayment a public offering of the Stapled Units in any jurisdiction and RiverCity Motorway Services (directly and/or via of capital from RiverCity Motorway Group. outside Australia and New Zealand. Residents of New the Registry, Link Market Services Limited) that may Zealand should refer to Section 2.9 of this PDS. constitute personal information for the purposes of DEFINITIONS AND ABBREVIATIONS the Privacy Act 1988 (the Privacy Act). The Issuer The Stapled Units have not been, and will not be, and RiverCity Motorway Services (and the Registry on Defi ned terms and abbreviations used in this PDS registered under the US Securities Act of 1933, as their behalf) collect, hold and use personal information are explained in the Glossary in Section 11 or in the amended (the Securities Act). Subject to certain in relation to your Application in order to assess your Summary of Material Contracts in Section 10. exceptions, the Stapled Units may not be offered, Application, service your needs as an Investor, provide A reference to time in this PDS is a reference to sold or delivered within the United States (US) or to, facilities and services that you request and administer Brisbane, Australia time. All references to $ are to or for the account or benefi t of, US persons (as defi ned your holding of Stapled Units. Australian dollars. in Regulation S under the Securities Act) except in a transaction exempt from the registration requirements of

the Securities Act and applicable US state securities laws. PAGE 1 NORTH-SOUTH BYPASS TUNNEL BRISBANE OFFER SUMMARY

RiverCity Motorway Group has been awarded the Concession to fi nance, design, construct and operate the North-South Bypass Tunnel (Tunnel) in Brisbane, Queensland. The purpose of the Offer is to raise funds to partly fi nance the Project. The balance of the funding required to construct the Tunnel has been committed.1 Following completion of construction, RiverCity Motorway Group will use the toll revenues from operating the Tunnel to pay its operating and fi nancing costs, with the balance being distributed to Investors. The Offer consists of up to 724 million Stapled Units in RiverCity Motorway Group at an Issue Price of $1.00 per Stapled Unit. RiverCity Motorway Group is issuing Stapled Units as this allows RiverCity Motorway Group to make Distributions immediately and in a tax effective manner. Each Stapled Unit comprises one unit in RiverCity Motorway Investment Trust and one unit in RiverCity Motorway Holding Trust, stapled together to form a single Stapled Unit. The Issue Price is payable in two instalments – an Initial Instalment of $0.50 per Stapled Unit which will be payable with your Application for Stapled Units and a Final Instalment of $0.50 per Stapled Unit which will be payable 12 months following the Allotment Date. The Issuer intends to apply to have the Stapled Units quoted on ASX. While the Stapled Units are quoted on ASX, units in RiverCity Motorway Investment Trust and units in RiverCity Motorway Holding Trust will be stapled and not able to be separately traded. The Offer is fully underwritten by the Underwriter.

K E Y S TAT IS T ICS Initial Instalment per Stapled Unit $0.50 Final Instalment per Stapled Unit $0.50 Issue Price per Stapled Unit $1.00 Number of Stapled Units available under the Offer Up to 724 million Market Capitalisation of the Initial Instalment Up to $362 million Market Capitalisation at the Issue Price Up to $724 million

IMPORTANT DATES Offer opens 27 June 2006 Offer closes 25 July 2006 Expected Date of Financial Close 2 August 2006 Stapled Units expected to commence trading on ASX (conditional and deferred settlement basis) 3 August 2006 Expected date of Allotment of Stapled Units 4 August 2006 Expected dispatch of transaction confi rmation statements 4 August 2006 Stapled Units expected to begin trading on a normal settlement basis 10 August 2006 Final Instalment Payment Date 12 months following Allotment Date

These dates are indicative only.

The Issuer, in consultation with the Underwriter, reserves the right to vary the dates and times of the Offer (whether the Public Offer, Broker Firm Offer or the Institutional Offer), which includes closing the Offer (whether the Public Offer, Broker Firm Offer or the Institutional Offer) at any time before the Closing Date or extending the Offer (whether the Public Offer, Broker Firm Offer or the Institutional Offer) without prior notice. Applicants are encouraged to submit their Applications as early as possible.

OFFER SUMMARY No Application made pursuant to the Original PDS will be accepted by the Issuer until after the Exposure Period has expired and no preference will be conferred on Applications received during the Exposure Period.

1 Subject to satisfaction of conditions precedent to Financial Close. PAGE 2 Yours sincerely Yours Group. Motorway RiverCity in Investor an as you welcoming to forward look and you to Offer the Icommend directors, fellow my of behalf On Offer. Tunnel the and the Group, Motorway RiverCity about information detailed contains it as decision investment an making before entirety inits carefully PDS this read to you I encourage capital. of areturn be will Period Distribution Fixed the during Distributions $0.50. of Instalment Initial 12% the on approximately of yield distribution annualised an to equates fi this the For Periods, Date. Distribution Allotment two rst the from period the for basis rata apro on calculated be will Distribution capital semi-annual the 2006, 31 December to $1.00. period of initial the Price Issue For the on yield a6% 2011 representing 31December until annum per Unit Stapled per 6.0 to cents equivalent Investors to Distributions make to intends Group Motorway RiverCity Rothschild. AMRO ABN by underwritten fully been has Offer The Date. Allotment the following 12 payable months $0.50 of balance the and Application your with payable $0.50 with basis, apartly-paid on offered being are Units manner. Stapled effective inatax and immediately Distributions make to Group Motorway RiverCity allows Group Motorway RiverCity of structure trust $1.00 stapled of The price each. issue an at Units Stapled for subscription the Tunnel through inthe invest to opportunity an provides Group Motorway RiverCity months. 50 approximately take to isexpected Contract Price Fixed Time, Fixed the under Construction guarantees. performance through companies parent respective their by backed Tunnel are the for commitments construction their and tunnels, including infrastructure, road of construction and design inthe experience Bilfi extensive and have Queensland parties these Together Civil. Hornibrook Berger nger Baulderstone Hornibrook, Baulderstone Contractors, Leighton Builder, the by comprising undertaken be Tunnel isto the of construction and Design 9). inSection Letter Traffi (see Summary Group Report Motorway c Expert’s RiverCity for prepared been traffi have Expert Period. c forecasts Concession the over inBrisbane congestion increasing to lead to expected are factors These vehicle. motor by solely made being work to journeys of 75% approximately with inAustralia, cities dependent car most the of one isalso Brisbane growth. employment and economic population, of rate the of interms inAustralia region growing fastest isthe which Queensland inSouth-East position central its by Tunnel isunderpinned the for demand Forecast traffi Brisbane’s fi initiative. the for this Tunnel be isto planning under The c system. delivered project rst of banner the under projects road of arange proposed has Council City Brisbane Investors. to fi distributed being balance the with and costs, nancing operating its pay Tunnel to the operating from revenues toll the use will Group Motorway RiverCity construction, of completion Following motorists. delay to booths toll no be will –there system electronic afully by collected be will vehicles commercial heavy and vehicles commercial light Afl motorcycles, routes. cars, of each for toll alternative rate at on travelling to compared periods peak during time travel of third one to up 2011 by save to forecast Tunnel are the 18 traffi using of to up Valley, sets avoiding Motorists c lights. Fortitude and CBD Brisbane congested the of a bypass Tunnel Hills. provides The inBowen Road Lutwyche and Bypass City Inner Pacifi the and the inWoolloongabba c Motorway and Road Ipswich between connection adirect provide will tunnel), of 4.8 kilometres (with inlength 6kilometres around free-fl of project, four-lane road CBD. The toll ow Brisbane the of north and traffi south major the on connects c arteries Tunnel The corridor. project the along development economic enhance to and crossing, River Brisbane additional an specifi solve Tunnel help to the promoted and c traffi developed has providing by Council City c problems Brisbane fi road. toll in Queensland’s owned privately rst invest to fi opportunity isaunique partly This to funds Project. raise the isto nance Offer the of purpose The (Tunnel). Tunnel Bypass North-South billion $2 new exciting Brisbane’s fi to operate and Concession construct design, nanc RIVERCITY MOTORWAYRIVERCITY GROUP Chairman Bob Morris TransApex as part of its strategic strategic its of part as

PAGE 3 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 4 INVESTMENT HIGHLIGHTS crossing theBrisbaneRiver crossing lanes Number ofgeneraltraffic CBD the through travel that trips” “through are aCBD via bridge* river the across 75% trips car of – Approximately day work every crossings River 550,000 Brisbane approximately make – Brisbane motorists BRISBANE IN FOR TUNNEL THE THERE IS ANEED 10 15 20 25 30 35 40 45 50 55 60 5 0 9111 9113 9115 9117 9119 2001 1991 1981 1971 1961 1951 1941 1931 1921 1911 1901

Victoria Bridge

William Jolly Bridge (Grey Street) Walter Taylor Bridge (Indooroopilly–Chelmer) Story Bridge

Centenary Bridge (Jindalee) population growth population lagged behind Brisbane’srecently has capacity crossing – River and Victoria Bridge Bridge Jolly William Bridge, Cook Captain Bridge, Story are bridges *CBD

Captain Cook Bridge

Gateway Bridge and second Centenary Bridge Statistical Division(millions) Victoria Bridge bus lanes Population ofBrisbane 012021 2011 North–South Bypass Tunnel Duplication of Gateway Bridge TransApex Hale Street bridge/tunnel

TransApex East–West Link 0.0 0.2 0.4 0.6 0.8 1.0 1.2 1.4 1.6 1.8 2.0 2.2 2.4 Australia of rest doubled than the more Queensland in growth employment of rate the – In 2004–05 fi last the in eachof Australia of rest the has outpaced growth economic of Queensland’s– rate IN AUSTRALIA CENTRE METROPOLITAN GROWING BRISBANE IS FASTEST THE 0.0 0.5 1.0 1.5 2.0 2.5 3.0 Annual percentagechange POPULATION GROWTH–BRISBANE 1996 Brisbane 1997 1998 Australia 1999 2000 2001 2002 2003 ve years ve 2004 2005 roads onBrisbane’scongestion major to contribute towards increasing isexpected growth population economic, and– This employment increase of around 700,000 people and 2026, 2004 between 40% an than bymore grow to expected Brisbane* of population – The is for further details further for 3.2.5 Section see Division, Statistical Brisbane to refers *Brisbane 0.0 1.0 2.0 3.0 4.0 5.0 6.0 Annual percentagechange EMPLOYMENT GROWTH–BRISBANE 1996 Brisbane 1997 1998 Australia 1999 2000 2001 2002 2003 2004 2005

PAGE 5 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 6 INVESTMENT HIGHLIGHTS the Airport Link* Airport the Avenue and Shafston Pacifi the Road, Road, Ipswich Lutwyche Bypass, Tunnel: Inner the City the link will to that roads major arterial six onthe forecast traffi in growth – Strong TO THE TUNNEL ALTERNATIVE ROUTES HIGH CONGESTION OF is c volumes c Motorway, c increase over time over increase benefi to t isexpected –this routes alternative with compared lights, 18up to traffi of sets avoid to commuters 33%to and allows byup times travel reduce to is expected 2011,– By Tunnel the c during peak periods 95%than capacity berunningwill more at Road)and Newmarket Road, Bypass Inner City Road,Ipswich Lutwyche (Pacifi roads feeder key the by 2010 of sections that isforecast – It proceeds and is completed in 2012 in completed is and proceeds project Link Airport assume *Traffi c forecasts c Motorway, c TO 33% UP BY TIMES TRAVEL REDUCED Note: 1.Forecastmornin Fastest alternativeroute Fastest alternativeroute TRAVEL TIMEKEDRON TRAVEL TIMEKEDRON On Tunnel On Tunnel g peaktraveltimesin2011 1 1 < > ANNERLEY ANNERLEY 23 minutes 26 minutes 31 minutes 40 minutes

PAGE 7 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 8 INVESTMENT HIGHLIGHTS TOLLING SYSTEM issued in each of the last two years two last the in eachof issued 40,000 have been tags electronic in Brisbane beenissued having – over with 160,000 tags electronic methods tolling electronic with familiar already are – Brisbane motorists SINGLE POINT, FLAT RATE THROUGH AFULLY ELECTRONIC, TOLLS WILL BE COLLECTED SYSTEM TOLLING POINT SINGLE BOWEN HILLS BBOWEN O W E N

H I GGATEWAY BRIDGE L L A S T E W A Y

B R I D roads in Australia roads toll electronic existing and all other Bridge Gateway the with interoperable Tunnelthe befully to isexpected for system tolling electronic – The *Different toll rates apply for cars, motorcycles, light commercial vehicles and heavy vehicles commercial heavy and vehicles commercial light motorcycles, cars, for apply rates toll *Different G E INNER CITY BYPASS IINNER CITY N N E R

C I T Y

B Y P A S S *

invest in the Tunnel the in invest can only Group Motorway RiverCity otherwise, approve – Unless Investors INVESTMENT VEHICLE GROUP IS ASINGLE PURPOSE MOTORWAYRIVERCITY SSTORY BRIDGE T O R Y

B R I D G E CCBD B D WWOOLLOONGABBA O O L L O O N G A B B A

PAGE 9 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 10 INVESTMENT HIGHLIGHTS the period from the Allotment Date. Allotment the from period the basis for rata onapro willannual Distribution becalculated 31 initial semi 2006, December the to period the For 1 12% $0.50 of Instalment Initial onthe approximately of annualised yield an to equate Periods Distribution fi the for Group Motorway RiverCity from – Distributions $1.00per annum of Issue Price onthe a6% yield Unit –representing Stapled perannum per 6cents to equivalent be to expected Period are Distribution Fixed the for Group Motorway RiverCity from – Distributions PERIOD DISTRIBUTION IN FIXED THE YIELD ATTRACTIVE rst two two rst 1 tax deferred befully to expected and are capital of areturn are Period Distribution Fixed in the distributions – All Period will be a toll collection period collection beatoll Period will 45 Concession remainder the year of phase, the construction 50 month Tunnel. the operate an expected With Period to a 45 Concession year has beengranted Motorway – RiverCity PERIOD CONCESSION LONG-DATED CONCESSION 45 YEAR YEAR 45 PERIOD

PAGE 11 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 12 INVESTMENT HIGHLIGHTS GENERALLY HIGH HIGH GENERALLY structural integrity has high generally beconstructed will Tunnel the which through geology – The Tunnel City and Cross the Distributor, M5 the East Eastern the of construction successful the in involved has been Contractors, and Leighton Queensland Hornibrook Baulderstone Hornibrook, Civil, Baulderstone Berger – The Builder, –The Bilfi comprising CONTRACTORS HIGHLY EXPERIENCED STRUCTURAL STRUCTURAL nger nger INTEGRITY INTEGRITY sealed mainline– The befully tunnels will project the of geology specifi the for cater to formulated plan has been construction – The c PAGE 13 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 14 INVESTMENT HIGHLIGHTS by RiverCity Motorway Group Motorway by RiverCity beexperienced will appreciation price ormarket effect re-rating this that isno guarantee There holders. equity for appreciation price in market resulting have reduced profi risk phases astheir ramp-up and construction during the re-rated have typically projects – Similar greenfi ATTRACTIVE INVESTMENTS TYPICALLY BE PROVEN TO HAVE IN AUSTRALIA PROJECTS GREENFIELD TOLL ROAD road eld toll les if the Project performs poorly. performs Project the if Financing Tunnel.the see Sections 4.1see Sections and10.5.4. issues related is construction dealing Group with Motorway RiverCity onhow information further For 2 risks. investment ofthe description detailed a more 8for Section See 1 Operations can becollected. in tolls period which the reduce will Construction the Tunnel. fi f a Tr RISKS INVESTMENT KEY c –

Returns to Investors will depend will onhow many vehicles use Investors to Returns – 1

Cash distributions and the debt facilities may not beavailable may not facilities debt and the distributions Cash –

Investors bear the risk of operating and maintaining operating of risk bearthe Investors –

Construction of the Tunnel the of Construction iscomplexand any delay 2

PAGE 15 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 16 INVESTMENT HIGHLIGHTS This page has been left blank intentionally. blank left been has page This 1 THE OFFER SUMMARY OF

PAGE 17 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 18 SECTION 1 – SUMMARY OF THE OFFER TUNNEL PROJECT? 1.1 BYPASS NORTH-SOUTH ISTHE WHAT 10. inSection Contracts Material of 11 Summary inthe or inSection Glossary inthe explained are PDS inthis used Defi PDS. inthis abbreviations elsewhere and terms ned contained information detailed more the with conjunction in read be should and only isasummary following The Sections 1.9Sections 7. and information more For Tunnel. the of operation and construction design, the fi partly to funds raise isto nance Offer the of purpose The 1.2 OFFER? THE OF PURPOSE ISTHE WHAT Investors. to distributed being fi and operating balance the its pay to with costs, nancing Tunnel the operating from revenues toll the use will Group Following Construction Completion, RiverCity Motorway Period. Concession the of duration the Tunnel for the maintain and Bilfi operate will Australia Berger nger andServices by and guaranteed Leighton Contractors Bilfi and Contractors Berger nger Leighton by owned jointly company purpose aspecial Operator, the constructed, Once Contract. Price Fixed Time, aFixed under Civil Bilfi and Queensland Hornibrook Berger nger Baulderstone comprising Leighton Contractors, Baulderstone Hornibrook, Builder, the by constructed and designed Tunnel be will The on competing roads. over increase to is expected saving time This 33%. to up of saving atime represents This crossing. river untolled an using route fastest the to Tunnel compared the via route available fastest the for 15 to up of minutes savings River, possible show Brisbane the of south and north locations 2011 between in periods peak morning during forecasts, Travel time traffi direction. travel on depending c lights, 18 of to up sets Tunnel avoid will the using Motorists Kangaroo Point. in Avenue Shafston via suburbs eastern the from and to links be also Pacifi will the and Road There c Motorway). (Ipswich city the of south the to motorways arterial major the to Road) Lutwyche and Bypass City Inner (the north inBrisbane’s motorways arterial major the joining Valley by Fortitude and CBD Brisbane congested the bypass to motorists enable will It system. tolling electronic afully and tunnels two-lane 4.8 kilometre twin comprising inlength 6kilometres approximately of road atoll Tunnel be will The Queensland. Tunnel inBrisbane, the fi to operate and Concession construct design, nance, the awarded been has Group Motorway RiverCity on the funding of the Project see see Project the of funding the on time as congestion increases increases as congestion time Application see Section 2. Section see Application the send to where and Application the pay, completing to information more For Instalment. Final the of payment their fund to Distribution section the of payment Date. Accordingly, Investors should not rely on the Payment Instalment Final the after occur to is scheduled Distribution second the of Payment Date. Allotment the following 12 payable months be will $0.50 of Instalment Final The Units. Stapled for Application the with paid be will $0.50 of Instalment Initial The instalments. intwo ispayable Unit Stapled per Price Issue The traded or transferred. separately be may unit neither that so together stapled Trust, Holding Motorway inRiverCity unit one Trust and Investment Motorway inRiverCity unit one comprises Unit Stapled Each Unit. $1.00 of Stapled Price per Issue an at Units Stapled 724 million to up of consists Offer The 1.3 OFFER? THE OF TERMS KEY THE ARE WHAT Stapled Units on ASX see Sections 2.3 2.11. and Sections see ASX on Units Stapled For of trading of commencement the and Units Stapled of information more For Applicants as soon as practicable interest). (without to refunded be will monies application and cancelled be will Offer the 2006, September 30 by quotation to admitted not are Units Stapled the However, if all. at occurring not or 2006, 2August beyond delayed being Close inFinancial result may precedent conditions these insatisfying delay and occurring Close Financial to will that conditions precedent need be to satisfi ed prior certain are there Deed Project the Under 2006. 2 August about or on occur will Close Financial that isexpected It place. taken has Close Financial after possible as soon as ASX on traded be to able are Units Stapled that ensure to endeavours best its use will Issuer The Project. the fund partly to isavailable Lenders the by committed been has that funding debt the that including occurred, has Project the of aspects all other for Close Financial if place take only will ASX on Units Stapled the of Quotation guaranteed. not is Quotation ASX. on quoted been have Units Stapled the after until Applicants to issued be not will Units Stapled ASX. on quoted be to Units Stapled for PDS this of date the after days seven within ASX to apply will Issuer The ONASX? 1.5 BETRADED UNITS STAPLED CAN Services. Motorway RiverCity with relationship Issuer’s 1.11 5.2. Section also See Section the of asummary for information more For Trusts. the for entity responsible as Limited Management Motorway isRiverCity Units Stapled the of Issuer The 1.4 UNITS? STAPLED THE ISISSUING WHO about the timing of allotment allotment of timing the about on the Offer, how to apply, how how apply, to how Offer, the on about the Issuer see see Issuer the about an of 700,000 increase around people. 2026, and 2004 between 40% than more by grow to contribute to, this rapid economic growth, include: growth, economic rapid this to, contribute to continue to expected are and to, contributed have that factors the of Some Australia. of rest inthe growth employment of rate the doubled than more Queensland in growth employment of rate the In 2004–05 economy. Australian the to contribution Queensland’s asignifi producing in States, increase Australian cant signifi has inother that in Queensland outpaced cantly growth economic of rate 15 last the the years, Over Brisbane of population The Queensland. East inSouth- be to isexpected growth population Queensland’s of three-quarters nearly years, 20 next the Over growth. of levels high its continue to isforecast and inAustralia, region growing fastest the iscurrently Queensland South-East fi the Periods) 12% (for Distribution two rst approximately of Instalment Initial the on yield distribution annualised an to $1.00) of equate and Price Issue the on (based Period Distribution Fixed the for annum per 6% of yield adistribution to equate Distributions These 2011. 31December until Date Completion Construction Expected the beyond extends Period Distribution Fixed The Period. Distribution Fixed the during annum per Unit Stapled per 6.0 to cents equivalent Distributions semi-annual make to intends Group Motorway RiverCity Period Distribution Fixed the in yield Attractive CONSIDERATIONS? 1.7 INVESTMENT KEY THE ARE WHAT 5.1 Sections see 5.3. and Distributions of taxation and Group Motorway RiverCity information more For manner. effective inatax and immediately Distributions make to Group Motorway RiverCity allows Group Motorway RiverCity of structure trust stapled The UNITS? STAPLED ISSUING MOTORWAY GROUP 1.6 ISRIVERCITY WHY Financial 8.5.5. Close see Section achieving of risks the of explanation detailed a more 1 There may be circumstances in which the Distributions will not be able to be paid in cash. See Section 7.4.1.2 Section See cash. in paid be to able be not will Distributions the which in circumstances be may There 1 region inregion Australia growing fastest the is Queensland South-East 5.3. Section see Distributions of taxation the on information 7.4.1 Section see Period further for Distribution and Fixed information more For basis. deferred tax afully on paid be to expected are and capital of areturn be will Period Distribution Fixed the during made Distributions Date. Allotment the from period the for basis rata apro on calculated be will Distribution semi-annual the 2006, 31December to period initial City of Redcliffe and parts of the Gold Coast, Beaudesert Shire, Caboolture Shire and Ipswich City. Ipswich and Shire Caboolture Shire, Beaudesert Coast, Gold City, the of Logan Shire, parts and Rivers Pine Redcliffe of area, City Council City Brisbane the includes which Division, Statistical Brisbane to refers Brisbane about the structure of the the of structure the about on Distributions during the 2 1 is expected isexpected . For the the . For Bridge, with the Tunnel providing a quality alternative alternative aquality Tunnel providing the with Bridge, Story and Bridge Cook Captain the by served increasingly be to likely are trips generated CBD aresult, As CBD). the from or to (not trips” “through cross-river for alternative ahigh-standard providing by bridges these Tunnel relieve isto the of objective primary The strain. additional under bridges these place will growth Future traffi regular from c congestion. suffer and CBD Brisbane the to/from 81% trips of approximately for provide traffi for bridges Bridges these c. Story Presently, and Cook Captain the with compete Tunnel potentially will The river crossings. of number limited the and present at route bypass CBD aBrisbane of lack the to due arising it of much congestion, traffi general by c affected are CBD the and suburbs inner inBrisbane’s services bus of quality and reliability acar. as speed, such The travel, of mode another with inconjunction or own its on either transport, public involved inBrisbane work to alljourneys 13% of Only only one occupant. with them of car, by solely 89% made were Brisbane in work to journeys of 75% approximately In 2001 1.41 inSydney. with household example, per vehicles for compared, 1.52 of household, per average vehicles an with transport, private on reliant isheavily Brisbane in Brisbane. growth population of rate rapid the outpace to continue to forecast travel vehicle inprivate growth the with continue to isexpected travel car of dominance this services, transport public limited relatively Brisbane’s Given Sydney. as such cities, larger much of areas metropolitan the as far as least at extending suburbs density low sprawling with city, orientated” “car avery isalready Brisbane Tunnel the to routes alternative on congestion High 3.2.5. Section see Brisbane and Queensland information more For Tunnel. the for need the highlights and network road Brisbane’s on congestion increasing to lead would infrastructure, improved of absence inthe which Brisbane, in usage road increased drive to isexpected generally economy the and employment inpopulation, growth This – – 5% in1991.5% with in2001, compared 15% workforce Brisbane’s of for accounted professions of types These economics. and law media, business, and IT, as such marketing inareas intensifi base An skills city’s the of cation and cities; capital Territory and State Australian other to relative groups age younger among especially growth, population strong Brisbane’s on growth in South East East inSouth growth on Redlands Shire, Shire, Redlands

PAGE 19 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 20 SECTION 1 – SUMMARY OF THE OFFER Concessionaires and Brisbane Motorway Services Pty Pty Services Motorway Brisbane and Concessionaires The Operator: 4.1.6 Sections see 10.5.4.Contract and D&C the on 4.1.5Section information more for and information more For Bilfi and Holdings Leighton from Berger. nger guarantees company parent by supported are Contract Price Fixed Time, Fixed the under Builder the of obligations The million. $200 approximately to up completion late for Group Motorway RiverCity compensate to designed regime damages aliquidated includes Contract D&C sourced separately Group). by The RiverCity Motorway be will which System, Processing Data the excluding (but System Collection Data Roadside the including Tunnel the of commissioning and construction design, the Builder, covers the which with Contract Price Fixed Time, aFixed into entering by mitigated been has risk construction Group’s Motorway RiverCity constructed. Tunnel be will the which through areas the of undertaken been has characteristics geological and topography Signifi process. the of Tunnel testing construction cant inthe employed be to methods the and projects infrastructure inlarge-scale experience extensive has The Builder: contractors experienced Highly Group. Motorway RiverCity by experienced be will projects insimilar observed appreciation price market the or effect re-rating the that guarantee isno there However, greenfi inAustralia. other for projects road eld toll observed been typically has effect re-rating This project. road atoll of phases ramp-up and construction the during experienced re-rating investment any from growth capital potential to exposure maximum investors offers stage greenfi the at projects road intoll eld Investing decade. “greenfi last listed inthe of a number projects road toll eld” in invest to opportunity the had have investors Australian investments attractive be to proven typically “Greenfi Section 3.2. information more For suburbs and Brisbanenorthern Airport. Tunnel Brisbane’s 2012, by to the linking constructed be to expected Link, fiits Airport the with priority, rst Tunnel as the included in2001. plan The 2002–2016 Brisbane for Plan Transport the released in Australia) council local largest the Council, City Brisbane of (Mayor Brisbane of Mayor Lord the circumstances, these Under mid1980s. the since inBrisbane undertaken been has River) Brisbane the of crossing vehicle motor additional an providing none (and infrastructure road new limited Only Bridge. Story the and Bridge Cook Captain the to markets different serve predominantly Tunnel will the that shown has destinations and origins trip of Analysis trips. through distance longer the for eld” toll road projects in Australia have have Australia in projects road toll eld” The Builder, The and its parent entities, The O&M Contract, between the the between Contract, O&M The on the Builder see see Builder the on on traffi c characteristics see traffi see on c characteristics Finance can only be made with the approval of Council. Council. of approval the with made be only can Finance Construction or RiverCity Motorway RiverCity Motorway infrastructure investment by the Concessionaires, other Any approval. Investor with made be only may Link) Airport the as (such Group Motorway RiverCity by investments infrastructure other Any Period. Concession the of duration the Tunnel for the maintain and operate fi to vehicle purpose single construct, design, nance, a as established been has Group Motorway RiverCity vehicle investment purpose Single Section 4.1.4. information more For Tunnel opening. the to prior tag electronic an obtain to encouraged are road the of users potential ensuring at aimed strategy marketing adetailed plan business its into incorporated has Group Motorway RiverCity users. prospective by understood well be to isexpected system electronic system by that time, the Tunnel’s fully electronic afully to converted been have will Bridge Gateway the that likelihood the and Tunnel opening, the to prior Melbourne and inSydney inoperation be to expected systems tolling electronic fully other four least at With years. two last the of ineach issued tags 40,000 with inBrisbane, use for issued tags 160,000 electronic over currently are There Bridge. Gateway Brisbane’s on inuse currently system the including inAustralia, systems tolling electronic existing allother with interoperable fully be to isexpected system This options. tolling of range asimple with system tolling vehicles) commercial heavy and vehicles commercial light fl motorcycles, tolling-point, cars, of each (for rate at single electronic, afully through Tolls collected be will system tolling electronic point Single 7.6. Section see payments rent additional the on 10.5.2 information more Section for and information more For Period. Concession the of 45 and 36 years between generated Tunnel revenues from payments rent additional make to Council the with agreed has Group Motorway RiverCity period. collection atoll being Period Concession year 45 the of remainder the with months, 50 approximately take to is expected Project the of phase Tunnel. construction the The maintain and operate construct, design, to Period Concession year a45 granted been has Group Motorway RiverCity Concession Period Long-dated 10.5.5. 4.2 and Sections information more For fi Date. Tunnelapproximately the Opening from years ve fi be will Period, of period initial an for price xed Concession the of duration the for services maintenance and operation roadside of provision the covers Australia, Bilfi and Contractors Berger nger Leighton by guaranteed Bilfi and and Services Contractors Berger nger Leighton by owned jointly vehicle, purpose aspecial Limited, on the Tolling System see see Tolling the on System Deed see on Project the see Contract O&M the on relation to any aspect of the Tunnel. the of aspect any to relation fisome specifi in and nite Council the from c promises only and warranties, few very receives Group Motorway Tunnel. the RiverCity of operation and construction the from arising allliabilities almost from Council the Tunnel, indemnifi it the and from arising risks the all of es almost for Council) the against (as responsibility accepted has Group Motorway RiverCity Deed, Project the Under with? dealt being risks these are How – – – – include: risks key The assets. road toll or infrastructure in ininvestments Tunnel inherent or the and Group specifi risks of Motorway anumber are RiverCity c to there investment, any facing risks market general as well As factors. risk of anumber by affected adversely be may Units Stapled the of price market the and Trusts the from Distributions that aware be should investors Prospective OFFER? THE IN INVESTING 1.8 RISKSOF KEY THE ARE WHAT 10.4.1. Section see Policy information more For infrastructure assets. in other investments with associated risks to exposed be not will Investors focus, purpose single its to Due projected costs. projected the exceed may hedging rate interest the after period refi of costs the that or inthe nancing facilities debt refi cannot Group term initial the nance Motorway RiverCity that risk the bear Investors Project. the for due are payments that time the at met not are facilities debt the under down draw the to precedent conditions the that risk the bear Investors Investors. to distributions cash paying from Group Motorway RiverCity stop can Lenders the that is possible Financing risks: Tunnel. the to maintenance and repairs major of risk the bear also Investors effi as operate not may intended. as revenue, ciently collect to used systems Tunnel, the as the such risks: Operations collected. be can tolls which in period the Tunnel reduce will the of construction the of incompletion delay any and is complex risks: Construction means of transportation. new or routes alternative existing to improvements or projects road other of timing and occurrence the as such factors by affected adversely be may revenue Tunnel’s the traffi that risk the bear and will c volumes Investors projected. been have that times the or rate Tunnel. the Traffiuse the at grow not may c volumes vehicles many how on depend will Phase Operating Traffi c risks: c Returns to Investors during the the during Investors to Returns In certain circumstances it it circumstances Incertain The systems used to operate operate to used systems The on the Principal Investment Investment Principal the on Construction of the Tunnel the of Construction the Offer see Section 8. Section see Offer the information more For However: The equity funding comprises: funding equity The Tunnel. fi the of partly to raised construction the nance isbeing funding equity of million $879 to up of A total 1.9.1 funding Equity 1.9 TUNNEL ISTHE BEING HOW FUNDED? – – Tranche see Sections 7.2.2 Sections see Tranche 10.5.8. and information more For period. liability defects the during Trusts inthe interest an hold will they that and immediately Units Stapled of number alarge sell cannot BOT Berger Bilfi and Investments nger Motorway Leighton means isabenefi it as restriction This Investors Date. t for Contribution Equity Deferred the after time of a period for parties) related to or other each to than (other Units Stapled the sell to Bilfi not agreed have BOT Berger nger and Investments Motorway Leighton of Each Project. Bilfi and the to Investments BOT Berger nger Motorway Leighton of commitment the demonstrates and funded fully be to Project the allows Tranche Equity Deferred The DRP. the under for subscribe Investors that Units Stapled of number the of afunction be will and PDS this of date the at known not is represent will Tranche Equity Deferred the that Units Stapled of percentage The contributions. equity deferred the of payment immediate demand may Lenders the Documents, Financing the under occurs default of event an if However, Tunnel iscompleted. the of construction which on date the on be to isexpected This time). that at Units Stapled the of price market the of (irrespective Date Contribution Equity Deferred the on Unit Stapled $1.00 at Units per Stapled of million $75 for subscribe Bilfi and Units will Stapled BOT of million Berger $80 nger for subscribe will Investments Motorway Leighton Tranche 1.9.2 Equity Deferred – – to restore its fi its restore to position. nancial Project the of terms the amend to Council the with Group is Motorway RiverCity entitled to negotiate effect, adverse amaterial have which Events) specifi some if MAE Possible (called occur c risks and subcontractors; those to risks operating the of some and risks construction the of all) not (but most on pass which subcontractors, with contracts into entered has Group Motorway RiverCity the Deferred Equity Tranche raising $155 raising Tranche million. Equity Deferred the and million; $724 to up raising Offer the about the Deferred Equity Equity Deferred the about about the risks of investing in investing of risks the about

PAGE 21 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 22 SECTION 1 – SUMMARY OF THE OFFER not underwritten. not underwritten. fi are the of which exception the Distributions with two rst Period, Distribution Fixed the during Distributions cash fund to Agreement Underwriting DRP the into entered DRP, has inthe Issuer the participate to not in writing elect Investors that To extent the participate. to not electing Issuer the to anotice gives Investor the unless DRP inthe participate automatically will investors All Instalment. Final the of payment their fund to Distribution second the of payment the on rely not should Investors the Finalafter Instalment Payment Date. Accordingly, occur to isscheduled Distribution second the of Payment units. paid fully as issued be will date that after DRP the under issued Units Stapled Date. Payment Instalment Final the on payable $0.50 of balance the with paid, partly be fi the for DRP will the under issued Distribution Units rst Stapled Period. Distribution Fixed the for DRP the offer will Group Motorway Tranche, RiverCity Equity Deferred the and Offer the under raised funds the to In addition Plan 1.9.3 Reinvestment Distribution eerdEut rnh 15 eevs 183 – – categories: classifi be can Investors to two into ed Distributions 1.10.1 Distributions of Two categories 235 1.10 INVESTORS TO DISTRIBUTIONS $million information more For System. Processing Data Group’s Motorway RiverCity of costs $1,998 of the and million Price Contract D&C the includes This 5. Reserves Costs Financing and Development 4. 155 150 3. 724 2. 377 Funds of Application 1. Notes: $million Total 2,840 Tranche Equity Deferred DRP via Raised Equity inOffer Raised Equity Facility Works Council 1,434 Facility) Works Council the than (other Debt Bank Funds of Sources 2,840 received from Council under the Council Works Deed. See Table 10.5.1 for further details. 10.5.1 Table See further Deed. for Works fro Council the Group under Council Motorway from RiverCity by received System Tolling the of Commissioning after immediately repaid be will Facility Works Council The Project. the of (if respect in conditions on approval depending planning and Close Financial at rates interest on depending required be not may reserves the of all or Some consultant and adviser fees, arrangement and costs. upfront underwriting fees, development construction, during costs entity project Includes m and Close Financial on set rates byimpacted conditions imposed by General. the Coordinator interest the by impacted be will balances These 2006. March 30 at as rates interest on Based Distributions following the Fixed Distribution Period. Distribution Fixed the following Distributions and Period; Distribution Fixed the during Distributions on the sources of funding for the Project and the application of the funding see Section 7. Section see funding the of application the and Project the for funding of sources the on 1 1,4 1 e neetDrn osrcin 231 Construction During Interest Net Cntuto ot 2,003 Construction Cost itiuin uigCntuto 188 Distributions During Construction capital to fund its stated business objectives. business stated its fund to capital suffi with Group working cient Motorway RiverCity provide will sources funding the that expect Board Group Motorway RiverCity the and Issuer the of directors The table. following inthe out set Tunnel are the of Completion Construction to Close Financial from period the during Project the of inrespect funds of application and sources projected The funding debt and equity of 1.9.5 application and Sources 7.3.Tunnel Section see information more For banks. domestic and international of group a by provided Facility) Works Council the (including debt bank of way by be will Tunnel funding the of remainder The 1.9.4 funding Debt 7.4.3Sections 10.5.10. and information more For These Distributions equate to a distribution yield of 6% 6% of yield adistribution to equate Distributions These 2011. 31December until annum per Unit Stapled per 6.0 to cents equivalent period, each for Unit Stapled per 3.0 of cents 31December and June 30 ending periods the for Distributions semi-annual make to intend Board Group Motorway RiverCity the and Issuer the of directors the Period, Distribution Fixed the During the Fixed Distribution Period? 1.10.2 during Distributions the are What on the debt funding of the the of funding debt the on see DRP the about any) attaching to the the to attaching any) fees and other other and fees m payments m payments ay also be be also ay 1,2 1,3 1 1 5 investment risks, see Section 8. Section see risks, investment of explanation adetailed For Investors. by paid Price Issue the than higher or lower be may ASX on quoted as Units Stapled the of value The Services. Motorway RiverCity or Issuer, Trusts the the by guaranteed not are Trusts inthe invested capital and Distributions guaranteed? Trusts the in invested 1.10.5 capital and Distributions Are each year. 31December and June 30 ending periods the for basis asemi-annual on Distributions pay to intends Issuer The 1.10.4 paid? be Distributions will When 10.5.10). Section (see DRP inthe fully participate to required be may Investors Period. Distribution Fixed the during those than lower or higher be may Period Distribution Fixed the following Investors to Distributions aresult, As Group. Motorway RiverCity of results operating the on based Issuer the of directors the by determined be will Period Concession the of remainder the over Distributions Period, Distribution Fixed the following However, accruals. and provisions certain for allowance appropriate making after Investors fl cash net allavailable distribute to to ows Board Group Motorway RiverCity the and Issuer the of directors the of intention isthe it Period, Distribution Fixed the Following Fixed Distribution Period? the 1.10.3 after Distributions the are What 7.4) Section (see Underwriter DRP the by provided DRP the of underwrite DRP, inthe the on calling by Investors by participation from funded be to expected are Period Distribution Fixed the over Distributions of balance The inplace. facilities debt and Offer inthe raised equity from pre-funded be to fi expected The are capital. of Distributions return two rst a be will Period Distribution Fixed the during Distributions Price. Average the to 5% of adiscount at issued be will DRP the under issued Units 5.3). Stapled Section (see basis deferred tax afully on paid be will Distributions these that isexpected it and capital of areturn be will Distributions These Date. Allotment the from period the for basis rata apro on calculated be will Distribution Date. Allotment the from period the for basis rata apro on calculated be will Distribution semi-annual the 2006, 31December to period initial the For fithe Periods). Distribution two rst 12% (for approximately of Instalment Initial the on yield distribution $1.00) of annualised an and Price Issue an on (based Period Distribution Fixed the for annum per 3 There may be circumstances in which the Distributions will not be able to be paid in cash. See Section 7.4.1. Section See cash. in paid be to able be not will Distributions the which in circumstances be may There 3 at the discretion of the Issuer. the of discretion the at 3 or from the balance of the DRP reserve reserve DRP the of balance the from or RiverCity Motorway Group seeRiverCity Motorway Section 7.4. information more For – see Sections 5.2, 6.2, Sections 10.5.12– see 10.5.13. and Board Group Motorway RiverCity the to appointed be will directors which on terms the and Deeds Management the of intermination result may which events above, to referred fee the of adescription including Services, Motorway RiverCity of role the and entity, Issuer, the responsible as of information more For retirement. or asale of case inthe Issuer the to Group Motorway RiverCity by payable be may amount A fee circumstances. incertain entity responsible as retire, to required be or retire, also may Issuer The circumstances. incertain Group Motorway RiverCity to Issuer inthe shares sell, the to required be sell, or may Australia AMRO ABN fi its with complying of duties. purpose duciary the for solely Deeds Management the under Services Motorway RiverCity of decisions the vary or instruct may Issuer The Services. Motorway RiverCity by performed be to functions these document to year) one afurther for party any by fiinto (renewable Deeds Management ve-year entered have Services Motorway RiverCity and Group) Motorway inRiverCity entities other (and Issuer The Board.Group Motorway RiverCity the to directors of appointment the on agreed have Services Motorway RiverCity and Issuer the Agreement, Appointment the Under Group. Motorway RiverCity of functions management asset and alladministrative perform to Services Motorway RiverCity appoint will Issuer the that envisages Agreement Appointment The Licence. Services Financial Australian appropriate the has it as Trusts the of entity responsible as act to Agreement Appointment the under engaged was and Australia AMRO ABN of subsidiary owned awholly but Group Motorway RiverCity of part isnot Issuer The entity. a schemes have responsible to managed investment registered for Act Corporations the of isarequirement It SERVICES? MOTORWAY RIVERCITY RELATIONSHIP WITH 1.11 ISITS WHAT ISSUER ISTHE AND WHO advisers and service providers. and service advisers other to payable fees and costs Services’ Motorway RiverCity of reimbursement the directors, its and Issuer 7.7. inSection out the set to payable fees include These is Trusts’ assets the of out payable fees of A summary PAYABLE TRUSTS? BY THE 1.12 FEES COSTS THE AND ARE WHAT about the rights and obligations obligations and rights the about on the Distribution Policy of of Policy Distribution the on

PAGE 23 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 24 SECTION 1 – SUMMARY OF THE OFFER Section 5.3. see Units inStapled investing of consequences information more For Units. inStapled investing to prior advice tax own their obtain should Applicants circumstances. individual Investor’s an upon depend will Units inStapled investing of implications taxation The 1.13 IMPLICATIONS TAX stockbroker, lawyer or other professional adviser. professional other or lawyer stockbroker, accountant, your to directed be should queries Other www.rivercitymotorway.net.au. visit or 1300 985 720 on Hotline Offer Group Motorway RiverCity the call or PDS this of cover back inside the on contained are details whose Members Syndicate other or Underwriter, the contact should you PDS, this of copies additional require or Offer the to inrelation assistance require you If Offer? the about 1.14.4 fi you can How Trusts. inthe investment any to apply rights cooling-off No 1.14.3 period? acooling-off there Is Service. Complaints Industry Financial the of isamember Issuer The 1300 808. on 780 them phone www.fi at may online or Investors cs.asn.au. Alternatively, 8007 VIC Melbourne West, Street 579, Collins Box PO Limited, Services Complaints Industry Financial the to complaint the take satisfi may they outcome, the with ed isnot Investor the If complaints. to inrelation follow must Issuer the which process, resolution a dispute contain also Constitutions The PDS). this of cover back inside the on contained are details (whose Registry the to made be should it acomplaint has Investor an If Offer? the about a complaint 1.14.2 have they if do Investor an can What the Trusts. of investments of realisation or retention selection, the in considerations ethical or social environmental, or standards labour account into take not does Issuer The investments? in selecting standards socialstandards, environmental, or ethical 1.14.1 labour account into take Issuer the Does 1.14 QUESTIONS ADDITIONAL nd out more information information more out nd on the general taxation taxation general the on 2 THE OFFER DETAILS OF

PAGE 25 NORTH-SOUTH BYPASS TUNNEL BRISBANE 2.1 TIMETABLE FOR THE OFFER Offer opens 27 June 2006 Offer closes 25 July 2006 Expected Date of Financial Close 2 August 2006 Stapled Units expected to commence trading on ASX (conditional and deferred settlement basis) 3 August 2006 Expected date of Allotment of Stapled Units 4 August 2006 Expected dispatch of transaction confi rmation statements 4 August 2006 Stapled Units expected to begin trading on a normal settlement basis 10 August 2006 Final Instalment Payment Date 12 months following Allotment Date These dates are indicative only.

The Issuer, in consultation with the 2.2.1 Public Offer Underwriter, reserves the right to vary Who can apply for Stapled Units under the the dates and times of the Offer (whether Public Offer? the Public Offer, Broker Firm Offer or the The Public Offer is open to all members of the public Institutional Offer), which includes closing the who are residents of Australia. Offer (whether the Public Offer, Broker Firm The Offer may also be made to investors in New Zealand Offer or the Institutional Offer) at any time under this PDS in reliance on an exemption from the before the Closing Date or extending the Offer New Zealand Securities Act 1978 once all conditions to (whether the Public Offer, Broker Firm Offer that exemption notice have been met. This PDS will be or the Institutional Offer) without prior notice. applicable to any offer made to investors in New Zealand. Applicants are encouraged to submit their Applications as early as possible. How many Stapled Units can be applied for? The minimum number of Stapled Units that can be applied No Application made pursuant to the Original PDS will be for under the Public Offer is 2,000 Stapled Units, and accepted by the Issuer until after the Exposure Period thereafter in multiples of 500. There is no maximum has expired and no preference will be conferred on number of Stapled Units that may be applied for under Applications received during the Exposure Period. the Public Offer. 2.2 STRUCTURE OF THE OFFER How to complete an Application Form Applications under the Public Offer can be made by The Offer comprises: completing and lodging the Application Form attached the Public Offer open to Australian resident retail to or accompanying this PDS or the Electronic PDS. investors Applications must be completed in accordance with the the Broker Firm Offer open to Australian resident retail instructions set out in or accompanying the Application investors who have received a fi rm Form. allocation from their broker Who should cheques be made payable to? the Institutional Offer open to institutional investors in The Application must be accompanied by a cheque(s) or Australia and a number of other bank draft in Australian dollars drawn on an Australian overseas jurisdictions pursuant branch of an Australian bank. Cheque(s) or bank drafts to this PDS should be made payable to “RiverCity Motorway Group Public Offer” and crossed “not negotiable”. You should ensure that suffi cient funds are held in the relevant account(s) to cover the payment. If the amount of your payment for application monies is insuffi cient to pay for the number of Stapled Units you have applied for in your Application Form, your Application may be

SECTION 2 – DETAILS OF THE OFFER rejected. PAGE 26 with the Issuer. inconsultation Underwriter, the by determined be will priority such of basis The inallocation. a priority receive will Form) Application their on address Applicant’s the by demonstrated (as resident isaQueensland who Applicant an isoversubscribed, Offer the that event In the program incentive and residents Queensland for 2.2.2 Priority Issuer.the with inconsultation Underwriter the by determined be will back scale of method The apply. will arrangements back scale is oversubscribed, Offer the that event In the monies refunded. application any on Applicants to paid be will interest No cent). whole nearest the to down (rounded refunded be will monies application surplus the of part relevant the only, inpart accepted or isrejected, Application an If Applicant appliednumber Units that than of Stapled for. alesser Applicant any to allocate to or dishonoured, are that payments by accompanied are or completed correctly been not have that Applications including Application, any reject to right the reserves Underwriter, the with Issuer, The inconsultation PDS. inthis outlined conditions and terms the on Units Stapled for subscribe to Issuer the to offer irrevocable an constitutes Application A completed Acceptance of Applications possible. as early as Applications their submit to encouraged are Applicants notice. prior without Offer) Institutional the or Offer Firm Broker Offer, Public the (whether Offer the extending or Date Closing the before time any at Offer) Institutional the or Offer Firm Broker Offer, Public the (whether Offer the closing includes which Offer), Institutional the or Offer Firm Broker Offer, Public the (whether Offer the of times and dates the vary to right the reserves Underwriter, the with consultation Issuer, in The Date. Closing the on time Brisbane 5.00pm than later no received be to are Forms Application 2000 NSW Sydney 680 George Street Level 12 Link Limited Services Market Or Sydney South NSW 1235 A14 Bag Locked Link Limited Services Market addresses: following the of either at Issuer) the of behalf (on Registry the to delivered or mailed be should monies application for cheque(s) the with together Forms Application Completed Form Application your send to when and Where number of Stapled Units for which they have applied. have they which for Units Stapled of number the or Units, Stapled any allocated be will Applicant any that assurance isno there and Units, Stapled of allocation of basis the regarding discretion absolute Issuer, the has with inconsultation Underwriter, The Underwriter. the by advised be will investors institutional for procedures Application will be entitled to $100 credits. to intoll entitled be will Tunnel the to prior account tag electronic an for apply (iii) and ratepayers Council City Brisbane as remain (ii) acquire and ratepayers Council City Brisbane are (i) that: investors retail In addition, complete copy of this PDS. a received not has Applicant the that believe to reason has it if Application an accept not will Issuer The Offer. Firm Broker the under made Applications with connection in Offer the to broker or aCo-Manager by omissions or acts any for responsibility no take Underwriter the and Registry the Services, Motorway Issuer,The RiverCity allocation. Firm aBroker of offer an receive they whom from Member Syndicate the of instructions application the follow should Offer Firm Broker the under Applicants a fi Units. Stapled of allocation rm offered are who Members Syndicate the of clients retail resident allAustralian to isopen Offer Firm Broker The Offer Firm 2.2.3 Broker – – parts: intwo isstructured Offer Institutional The Offer 2.2.4 Institutional Stapled Units are offered and sold. and offered are Units Stapled such inwhich jurisdictions inthe laws applicable all with incompliance and Act Securities US the Sunder Regulation on inreliance Act Securities US the of requirements registration the from exempt intransactions Units Stapled for subscribe to States United the and Australia outside jurisdictions certain in resident investors institutional to invitation an and Units; Stapled for subscribe to investors institutional resident Australian to invitation an Opening Date, Opening and Date; Record Instalment Final the on Units 5,000 Stapled least at of holders the as registered and Offer; the under Units Stapled 5,000 least at

PAGE 27 NORTH-SOUTH BYPASS TUNNEL BRISBANE 2.3 ASX QUOTATION AND ALLOTMENT OF 2.4 ALLOCATION OF STAPLED UNITS STAPLED UNITS The Underwriter, in consultation with the Issuer, reserves Not later than seven days after the date of issue of this the right to allocate Stapled Units offered under this PDS PDS, application will be made to ASX for the Trusts to in full on any Application, or to allocate any lesser number, be admitted to the offi cial list of ASX and for the offi cial or to decline any Application. In the event that the Offer is quotation of Stapled Units issued under this PDS. All oversubscribed, an Applicant who is a Queensland resident contracts formed on acceptance of Applications under the will receive a priority in allocation (see Section 2.2.2). The Offer will be conditional on quotation of the Stapled Units basis of such priority will be at the absolute discretion of on ASX. the Underwriter, in consultation with the Issuer. Stapled Units will not be issued to Applicants until after Where the number of Stapled Units allotted is less than the the Stapled Units have been quoted on ASX. Quotation is number of Stapled Units applied for, the surplus application not guaranteed. Quotation of the Stapled Units on ASX will monies will be dispatched to the Applicant within seven only take place if Financial Close for all other aspects of the days of the Allotment Date. Interest will not be paid to Project has occurred, including that the debt funding that Applicants on refunded application monies. The Issuer is has been committed by the Lenders is available to partly entitled to keep any interest earned on the trust account. fund the Project. The Issuer will use its best endeavours to ensure that Stapled Units are able to be traded on ASX as 2.5 FINAL INSTALMENT soon as possible after Financial Close has taken place. The amount of the Final Instalment is $0.50 per Stapled It is expected that Financial Close will occur on or about Unit. Investors who are registered as the holders of 2 August 2006. Under the Project Deed there are certain the Stapled Units (which includes Stapled Units issued conditions precedent that will need to be satisfi ed prior pursuant to the fi rst Distribution under the DRP) on the to Financial Close occurring and delay in satisfying these Final Instalment Record Date will be required to pay the conditions precedent may result in Financial Close being Final Instalment by the Final Instalment Payment Date. delayed beyond 2 August 2006, or not occurring at all. The Final Instalment Payment Date is 12 months following If Financial Close has not occurred by 30 September 2006 Allotment Date. RiverCity Motorway Group cannot and the Stapled Units have not been issued, the Offer will bring forward the Final Instalment Payment Date to an be cancelled. If the Offer is cancelled, an announcement earlier date and cannot increase the amount of the Final will be made and advertised in the Courier Mail, the Instalment. The Issuer will not accept payment of the Final Australian Financial Review and The Australian Instalment until it is called. newspapers. If the Offer is cancelled, all application If Investors do not pay the Final Instalment, RiverCity monies would be refunded to Applicants. Interest will Motorway Services, on behalf of the Issuer, may take not be paid to Applicants on refunded application monies. action to recover the amounts owing. If following such The Issuer is entitled to keep any interest earned. action, amounts remain outstanding on a Stapled Unit, The Issuer, in consultation with the all voting rights, entitlements to Distributions and Underwriter, reserves the right to vary other rights in relation to those Stapled Units may be the dates and times of the Offer (whether suspended. The Issuer may also sell the Stapled Units the Public Offer, Broker Firm Offer or the of Investors who have not paid the Final Instalment by Institutional Offer), which includes closing the the Final Instalment Payment Date after providing that Offer (whether the Public Offer, Broker Firm Investor with a notice requesting payment by a later Offer or the Institutional Offer) at any time specifi ed date (such date being not less than 10 days from before the Closing Date or extending the Offer the date of the notice). The Issuer may apply any proceeds (whether the Public Offer, Broker Firm Offer from the resale of Stapled Units (after the costs and or the Institutional Offer) without prior notice. expenses of sale are deducted) to pay up the amount of Applicants are encouraged to submit their the Final Instalment outstanding plus interest. A defaulting Applications as early as possible. Investor will be liable for any shortfall after the amount of the Final Instalment outstanding plus interest (calculated The fact that ASX may admit the Trusts to its offi cial list from the Final Instalment Payment Date) and the costs is not to be taken in any way as an indication of the value and expenses of sale are deducted from the sale proceeds or merits of RiverCity Motorway Group or of Stapled Units (see Section 10.4.4 for further information). offered under this PDS. Quotation, if granted, is expected to commence as soon as practicable after Financial The payment of the Final Instalment has been fully

SECTION 2 – DETAILS OF THE OFFER Close occurs. underwritten by the Underwriter but this does not affect the liability of Investors to pay the Final Instalment, nor RiverCity Motorway Group has been granted relief under does it guarantee a residual amount to those who have the Corporations Act to enable Stapled Units to be issued defaulted on payment of the Final Instalment. more than three months after the date of this PDS. PAGE 28 – – offeree: that to sent, be to cause or send, fee, without PDS, the of acopy for request fi offeree’s an within receiving of days working ve will, Issuer the that Zealand inNew investors to offer the of aterm be will it Zealand, inNew ismade Offer the If Zealand. inNew investors to made offer any to applicable satisfi been have be will notice PDS ed. This exemption that to 1978 allconditions Act once Securities Zealand New the from exemption an on inreliance PDS this under Zealand inNew investors to made be also may Offer The INVESTORS 2.9 ZEALAND NEW OFFER TO Offer. Firm Broker the under issued Units Stapled to apply not will fee This Instalment. Initial the by multiplied allotted Units Stapled of number the to equal be will Applicant an to allotted Units Stapled the of value total the ambiguity, To avoid Application. per $200 of amount a maximum to subject Applicant, that to allotted Units Stapled of value total the of GST) of 1% (inclusive to equal amount an of fee stamping abroker organisation member that pay will Underwriters the ASX, of organisation member a of code the bears Offer Public the under Units Stapled receives who Applicant an of Form Application the Where 2.8 STAMPING FEE BROKER 10.5.7.Section in out isset Agreement Underwriting the of A summary Underwriter. the by underwritten fully been has Offer The 2.7 UNDERWRITING – – where: refunded partially or fully be will monies Application Group. Motorway RiverCity to paid be will monies application the allotted been have Units Stapled the After Applicants. of behalf on Issuer the by kept and established be will account The Units. Stapled of allotment the until Applicants for account inatrust held be will PDS this under offered Units Stapled for monies Application MONIES 2.6 DISBURSEMENT APPLICATION OF trust account. IssuerThe is entitled keep to any earned interest on the monies. application refunded on paid be not will Interest any person to whom the Offer is made inAustralia; ismade Offer the whom to person any to sent PDS the of acopy accompany must Australia, of laws the under that, documents any of copies PDS; this of a copy cancelled. and/or iswithdrawn Offer the only; or inpart accepted or accepted isnot Application an Stock Exchange. Stock Zealand New the on listed be not will Units Stapled a fee for these additional holding statements. holding additional these for a fee charge may Registry the or Services Motorway RiverCity Issuer, The subregister. sponsored issuer the on a holding of case inthe Registry the through or subregister, CHESS the on aholding of case inthe participant, sponsoring Investor’s the through either time other any at statements additional request also may Investors unitholding. their in amovement been has there which during month any of end the at statements holding mailed be will Investors subregister. sponsored issuer the on aholding of case inthe number reference securityholder or subregister, CHESS the on a holding identifi holder of their of case inthe them number cation confi advise also will transaction statement rmation The them. to allotted been have that Units Stapled of number the out sets confi that statement rmation atransaction mailed be will Investors Applicants, successful to Units Stapled of issue the Following subregister. CHESS electronic an and subregister sponsored issuer electronic an operate will Group Motorway RiverCity Investors. to certifi issuing be not will Group cates Motorway RiverCity CHESS. as known system transfer security in the participate to ASX to apply will Group Motorway RiverCity HOLDINGS 2.10 ISSUER SPONSORED CHESS AND – – cancelled, all application monies would then be refunded refunded be then would monies allapplication cancelled, is Offer the If cancelled. be will Offer the issued, been not have Units Stapled the and 2006 September 30 by occurred not has Close Financial If ASX. on trading conditional and quotation of commencement the before satisfi are occur can Board Close Group Financial that ed Motorway RiverCity the and Issuer the of directors the until allotment and listing of date the delay will Issuer the allotment, and listing satisfi for date expected the by ed being of capable not are Close Financial to precedent conditions the that Underwriter the with consultation in determine Board Group Motorway RiverCity the and Issuer the of directors the If basis. settlement deferred and aconditional on initially 2006 3August about or on ASX on quoted be will Units Stapled the that isexpected It TRADING SETTLEMENT 2.11 DEFERRED AND CONDITIONAL use at the time the request isreceived. request the time the at use in document disclosure supplementary any of a copy and Act; Corporations the under PDS inthe included be to istaken and PDS inthe to isreferred that ASIC with registered or lodged document any of a copy

PAGE 29 NORTH-SOUTH BYPASS TUNNEL BRISBANE to Applicants. Interest will not be paid to Applicants on 2.12 WITHDRAWAL refunded application monies. The Issuer is entitled to keep The Issuer may at any time decide to withdraw this PDS any interest earned. and the Offer, in which case the Issuer will refund all Trading will initially be on a conditional and deferred application monies within 21 days of giving notice of its settlement basis until the Issuer has advised ASX withdrawal. Interest will not be paid to Applicants on that the Stapled Units have been allotted and transaction refunded application monies. The Issuer is entitled to keep confi rmation statements have been dispatched to any interest earned on the trust account. Investors. Normal delivery trading is expected to commence on or about 10 August 2006. 2.13 ENQUIRIES Details of the basis of allocation of Stapled Units will be All enquiries regarding the Offer should be directed advertised in certain national and regional newspapers on to the RiverCity Motorway Group Offer Hotline on 3 August 2006. Public Offer Applicants will also be able 1300 720 985. to call the RiverCity Motorway Group Offer Hotline on 1300 720 985 to fi nd out or confi rm their allocations. It is the responsibility of each Applicant to confi rm their holding before trading in Stapled Units. Applicants who sell Stapled Units before they receive a transaction confi rmation statement or confi rmation of their allotment from their broker do so at their own risk. The Issuer, RiverCity Motorway Services, the Registry and the Underwriter disclaim all liability, whether in negligence or otherwise, to persons who sell Stapled Units before receiving their transaction confi rmation statement, whether on the basis of a confi rmation of allocation provided by any of them or by the RiverCity Motorway Group Offer Hotline on 1300 720 985 or a Syndicate Member or otherwise. SECTION 2 – DETAILS OF THE OFFER PAGE 30 3 THE TUNNEL OF IMPORTANCE

PAGE 31 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 32 SECTION 3 – IMPORTANCE OF THE TUNNEL Avenue in Kangaroo Point. Point. inKangaroo Avenue Shafston via suburbs eastern the from and to links be also Pacifi will the and Road There (Ipswich city c Motorway). the of south the to arterials major to Road) Lutwyche and Bypass City Inner (the north inBrisbane’s arterials major joining Valley by Fortitude and CBD Brisbane congested the bypass to motorists enable will It system. tolling electronic afully and tunnels two-lane 4.8 kilometre twin comprising inlength 6kilometres approximately of road atoll Tunnel be will The Queensland. Tunnel inBrisbane, the fi to operate and Concession construct design, nance, has Group been Motorway RiverCity awarded the 3.1 TUNNEL OVERVIEW trips being routed through the inner city. inner the through routed being trips inasignifi cross-city resulting of crossings proportion cant river of capacity constrained the by to is contributed network Traffi road arterial Brisbane’s on c congestion only one occupant. with them of car, by solely 89% made were in Brisbane work to journeys of 75% In2001,usage. approximately and ownership car of rate ahigh have residents and Australia of region growing fastest inthe in Australia, centre metropolitan growing fastest isthe Brisbane on competing roads. over increase to is expected saving time This 33%. to up of saving atime represents This crossing. river untolled an using route fastest the to Tunnel compared the via route available fastest the for 15 to up of minutes savings River, possible show Brisbane the of south and north locations 2011 between in periods peak morning during forecasts, Travel time traffi direction. travel on depending c lights, 18 of to up sets Tunnel avoid will the using Motorists BOWEN HILLS BBOWEN O W GGATEWAY BRIDGE E N A T

H E I W L L A S Y

B R time as congestion increases increases as congestion time I D G E INNER CITY BYPASS CITY IINNER N N E R

C I T Y

B Y P A S S SSTORY BRIDGE T O R more than 95% capacity. capacity. 95% than more at running be will Road) Newmarket and Bypass City Inner Road, (Pacifi Lutwyche roads Road, Ipswich c Motorway, feeder key the of 2010, by sections that isforecast It time savings. travel for inreturn tolls pay to willingness agreater have and time on value ahigh place typically who people by travelled trips non-discretionary are purposes trip these Notably, awhole. as network road Brisbane the on trips of 37% only to compared purposes work-related other or work and home between journeys are crossings river Bridges CBD the on trips through the of 63% purposes. work-related or work for trips of proportion a large by Signifi characterised are Bridges CBD the cantly, CBD. the from or to travelling not are bridges these using trips of 75% approximately Brisbane, central to proximity their day. Despite working each vehicles 330,000 approximately carry which Bridges”) (“CBD Bridge) Victoria and Bridge Jolly William Bridge, Cook Captain Bridge, (Story CBD the to close crossings river Brisbane on isfocused demand cross-river high trips”. The “through are is, they CBD, that Brisbane the from or to travelling not are trips cross-river daily the of 80% Approximately day. working each River Brisbane the crossed which trips vehicle 550,000 approximately were there In 2005 3.2.1traffi Existing 3.2 NEED THE TUNNEL THE FOR centre. metropolitan growing traffi fastest inAustralia’s levels c congestion increasing alleviate to helping thereby River Brisbane the of sides south and north the on networks road arterial major the between link adirect through capacity cross-river increased Tunnel provide will The Y

B R I D G E CCBD B D c characteristics c WWOOLOONGABBA O O L O O N G A B B A – – – – have: to continue to isforecast and has Zone South Tunnel. Inner the The of use expected inthe factor isakey which and portal southern the of end south the at ispositioned which Zone South Inner isthe “zones” Brisbane key the of One the morning peak period. traffiequal c fl in direction Tunnel ineach the through ows roughly of concept the supports This Zone. South Inner inthe end to Tunnel are the on southbound trips peak morning forecast of 64% zone, inthis attractions other and employment of level high the Similarly, given Zone. South Inner the from come to Tunnel2010 are the on in trips peak morning forecast bound north of 57% that isestimated it Zone, South Inner inthe population high the and work to get to River Brisbane the cross to required are that workers Brisbane of proportion high the Given being: it, Tunnel traversing the for roads feeder key the of two has also Zone South Inner The schools. secondary of anumber and Fitness of Academy Queensland the Art, of College Queensland Griffi Music, of University’s th Conservatorium Queensland TAFE, Griffi Bank South Hospital, University’s th Private Mater the “GABBA”), (the Ground Cricket Brisbane the traffi containing it draw which through and it c to characteristics key has also Zone South Inner The the Pacifithe c Motorway. and Road; Ipswich Brisbane zones. the of each of populations highest the of one and CBD); the than (higher zones Brisbane the of each of employment of level highest the in Brisbane • (higherthantheCBD) zoneinBrisbane • Inner SouthZone One ofthelargest employment Highest population zones Cook Bridge and Story Bridge. Story and Bridge Cook Captain the to markets different serve predominantly Tunnel will the that shown has destinations and origins trip of Analysis trips. through distance longer the for alternative aquality Tunnel providing the with Bridge, Story and Bridge Cook Captain the by served increasingly be to likely are trips generated CBD aresult, As trips. through cross-river for alternative a high-standard providing by bridges these Tunnel relieve isto the of objective primary The strain. additional under bridges these place will growth traffiregular Future c congestion. from suffer and CBD Brisbane the to/from trips of 80% approximately for provide Bridge Story and Bridge Cook traffi for Bridge Captain Story c. and Presently, Bridge Cook Captain the with compete Tunnel potentially will The and suburbs along railway lines. lines. railway along suburbs and suburbs inner the as such services, transport public good relatively with areas of residents the by even transport public than more much used were but suburbs, outer and middle of residents by upon relied heavily most were Cars acar. as such travel of mode another with conjunction in or own its on either transport, public involved work to alljourneys 13% of only while occupant, one only with them of car, by solely 89% made were Brisbane in work to journeys of 75% In 2001, approximately 1.41 inSydney. household per vehicles with compared 1.52 of household, per average vehicles an with transport private on reliant isheavily a result, as and development residential low-density sprawling by ischaracterised area metropolitan Brisbane The transport system public on reliance –low dependency Car 3.2.2 – – – – – – bridges: city inner following the by provided is currently inBrisbane capacity Cross-river routes competing on Congestion 3.2.3 eastern corridor trips. corridor eastern long-distance for mainly isused Bridge Gateway and trips; distance long signifi for used isalso it of suburbs ring numbers cant middle and inner traffi the serves mainly it while c, and cross-city and CBD Brisbane by isused Bridge Story traffi destination; the CBD Brisbane c with long-distance by mainly isused Bridge Cook Captain CBD; Brisbane the and South Inner the between journeys services primarily Bridge Victoria west; the and CBD Brisbane the South, Inner the between trips for mainly isused Bridge Street) (Grey Jolly William suburbs; western Brisbane’s serve primarily Taylor Bridges Walter and Centenary

PAGE 33 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 34 SECTION 3 – IMPORTANCE OF THE TUNNEL 1 year. the during nationally created jobs the of one-third thanmore 100,000 jobs, representing approximately of creation the into translating 5.6%, of high 10-year a reached growth Jobs in2004–2005. in Queensland signifi created employment cant performance economic strong The average. national the outperformed has Queensland that year consecutive ninth the representing 2004–2005 with Australia, of rest in the rate growth the double Year 2004–2005, inFinancial 5.2% of product state ingross growth real recorded Queensland and Brisbane Queensland East South in growth Strong 3.2.5 suburbs. northern the to connection motorway standard ahigh provide will Link Airport the to connection future proposed The in2005). day per vehicles (50,000 Avenue Shafston and (51,000 in2005) day per vehicles Road Ipswich to and (106,000 in2004) day per vehicles Pacifi the to connection c Motorway capacity ahigh be will there south, Inthe in2005). day per vehicles (65,000 Road Lutwyche and in2004) day per vehicles (65,000 Bypass City Inner the Tunnel with link will the north, Inthe tunnel. the signifi carrying roads traffi cant of end standard either c at high to Tunnel benefi will connections The direct having t from free-fl CBD. a high-quality, the of bypass owing provide River, to be will Brisbane the of side either roads arterial and motorways major Brisbane’s of six linking Tunnel, Bypass North-South the of role essential The Tunnel. the “feed” will that routes road major proposed and existing principal the 1shows Figure 3.2.4 Feeder routes without the North-South BypassTunnelwithout theNorth-South volume:capacityratiosin2010 Morning peakperiodtraffic Redcliffe and parts of the Gold Coast, Beaudesert Shire, Caboolture Shire and Ipswich City. Ipswich and Shire Caboolture Shire, Beaudesert City, Coast, Gold Logan the of Shire, parts Rivers and Pine area, Redcliffe Council City Brisbane the includes which Division, Statistical Brisbane to refers Brisbane Proposed B More than95% 90–95% 75–90% Less than75% y pass Tunnel The populationThe of Brisbane in2004. centre metropolitan Australian growing fastest the also was Brisbane years. nine last the for held have they aposition Australia, and Queensland in both growth largest the with areas the again were Coast Gold the and Brisbane Year 2004–2005, 1.2%). InFinancial of growth population Australian with (compared 2.0% approximately of growth population with year consecutive third the for in2004 Territory or State Australian any of growing fastest the also was population Queensland’s the Tunnel for routes feeder 1: expected key Figure The in2026. people million 2.48 than more 1.77 to in2004 from people million 40%, than more 1 is expected to increase by increase to is expected Redlands Shire, City of of City Shire, Redlands change following the introduction of the Tunnel. the of introduction the following change traffi as out c flfurther accessibility and patterns ow occur to expected also are changes use land In addition, area. the within change social and growth population to contribute to islikely these as such factors of combination The isexpected. corridor tunnel the along activity business and densities inresidential increase an streets, city inner traffi congested inpresently c noise reduced and airquality improved through conditions environmental improved with coupled travel based leisure and commuting both for accessibility better through residents Brisbane’s the of wellbeing inthe improvements the With optimised. are localities these of advantages strategic the as portals southern and northern the around primarily located be to isexpected Development EIS. inthe discussed as zones southern and northern inthe particularly development property accelerated for acatalyst provide to Tunnel isexpected The development for 3.2.6 Tunnel: The acatalyst – – include: inBrisbane growth economic rapid the to contribute to continue to expected are and contributed have that factors the of Some 1.0 1.5 2.0 2.5 3.0 result insignifi network. road result Brisbane’s on congestion cant would infrastructure, improved of absence inthe which, regions surrounding and area metropolitan Brisbane in the usage road increased drive to isexpected generally economy the and employment inpopulation, growth continuing This Annual percentagechange POPULATION GROWTH–BRISBANE 0 5% in1991.5% with in2001, compared 15% workforce Brisbane’s of for accounted professions of types These economics. and law media, business, and IT, as such marketing inareas intensifian base skills city’s the of cation and cities; capital Territory and State Australian other to relative groups age younger among especially growth, population strong Brisbane’s Australia 1995- 96 96- 97 97- 98 Brisbane 98- 99 99- 00 2000- 01 01- 02 02- 03 03- 04 04- 05 infrastructure in Brisbane. transport of traffiof development and c congestion management the for plan master Mayor’s Lord the of delivery the to contribute also will Tunnel but the to routes cross-river competing offer to expected are projects other The seaports. airand Brisbane’s to connection adirect providing by Tunnel motorists to the of amenity the enhance to isexpected Link Airport The – crossings. traffi river and c movements effi more CBD, facilitating the cient around network road aring providing by inBrisbane travel cross-city improve to plan along-term and initiatives network transport of TransApex other of Impact 3.2.7 – – – The following four four following The TransApex the under project initial Tunnel isthe The in Australia. is one of proposed biggest the initiatives urbanroad on the Tunnel for completion: for 2005 and it is scheduled for completion in2012; completion for isscheduled it and 2005 inOctober Link Airport the for corridor preferred the announced Council the and Government The Tunnel). the (through Bridge Story the and Bridge Gateway the between choice cross-river anew region north-west inner the offer and Bypass City Inner Tunnel the and the both from aconnection provide will Link Airport The Drive. Airport to linking Arterial, East-West the and Road Gympie Road, Sandgate to Tunnel connect to the from north extend will link The seaports. and Airport Link for completion post 2026. scheduled in Buranda, Street O’Keefe and Motorway Pacifi the and inToowong Freeway Western c the Link East–West in2016; and completion for Hill, inRed scheduled Road Grove Kelvin and Bypass City Inner the inToowong and Freeway Western the Link Northern in 2010; completed be to expects it indicated has Council the which Brisbane, inSouth Road Montague and Street Merivale Street, Cordelia and Bypass) City Inner the with (connecting inMilton Street Hale between Link Street Hale is the Lord Mayor of Brisbane’s program program Brisbane’s of Mayor Lord isthe initiative. TransApex will improve access to Brisbane’s air Brisbane’s to access improve will will be a cross-city tunnel between between tunnel across-city be will will be a cross-city tunnel between between tunnel across-city be will is a cross-river connection connection isacross-river TransApex projects are also scheduled scheduled also are projects TransApex projects projects TransApex

PAGE 35 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 36 SECTION 3 – IMPORTANCE OF THE TUNNEL Harbour Tunnel and Eastern Distributor. Tunnel Eastern and Harbour Sydney successful Sydney’s of role the to analogous Valley free-fl Fortitude and CBD high-quality, the of bypass owing a provide to Tunnel be will Bypass North-South the of role essential the suggests, name its as In short improvements. design urban city inner through including Brisbane of liveability the enhance to opportunities of arange present to Tunnel expected isalso The corridors. adjoining and Tunnel) the of openings (surface portals south and north the around particularly development accelerated for acatalyst Tunnel provide also will the congestion, traffi relieve Tunnel isto the of goal prime c the While pressure. increasing under system transport Brisbane the bring to expected also are areas, Tunnel catchment the in forecast growth population strong the with combined factors, These destination). or origin city inner an without traffi (traffi trips” localised servicing “through c c and roads city inner the of a confl functions the between ict in results Bridge), Jolly William and Bridge Cook Captain Bridge, Story the (ie CBD Brisbane the to corridors cross-river existing the of proximity the with combined when which, defi inBrisbane capacity cross-river of ciency isa there Inparticular, trips. cross-city for alternative ahigh-quality providing by areas, Valley Fortitude and CBD Brisbane the including city, inner inthe congestion ease isto (EIS)) Statement Impact Environmental inthe stated Tunnel (as the of objective primary The Tunnel the for objectives Key 3.2.8

4 OF THE TUNNEL AND OPERATION CONSTRUCTION

PAGE 37 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 38 SECTION 4 – CONSTRUCTION AND OPERATION OF THE TUNNEL (see Section 3.2.7). Tunnel include: will the Section Inparticular, (see Link Airport proposed the to aconnection accommodate to designed been has interchange northern the and system tunnel the to access gain to suburbs eastern traffi allow to Point the c from inKangaroo Avenue Shafston from and to links be also will There south. the Pacifi the and Road in Ipswich with c Motorway north inBrisbane’s Road Lutwyche and Bypass City Inner the linking 6kilometres approximately extend will motorway the mainline tunnels each 4.8 kilometres in length. The with tunnels, road of isasystem motorway new The 4.1.1 Overview 4.1 CONSTRUCTION DESIGN AND – – the Tunnel. of layout proposed the show maps following The program. construction month 50 aprojected on based 2010, late by operating be to Tunnel isexpected The

Kangaroo Point. in Avenue Shafston and Hills, Woolloongabba Bowen at surface) the to (openings portals tunnel traffi traffi southbound and for c; northbound one c and for one tunnels, north-south parallel separate two the Tunnel. Avenue with alignments Proposed the for ramps Shaftston connecting Bypass. City Inner the from and to of the north Tunnel interchanges Proposed adding ramps west-facing – – signifi be to by: Tunnel isconsidered mitigated cantly the with associated risk construction and design The Bilfi 4.1.5. inSection out isset Civil Berger nger and Queensland Hornibrook Baulderstone Hornibrook, Baulderstone Contractors, Leighton on information Further worldwide. projects tunnelling rock hard completed many with contractor international experienced entity,parent Bilfi nger Berger. Bilfi nger is Berger an Bilfi and group by owned Queensland are Civil Berger nger Hornibrook Baulderstone Hornibrook, Baulderstone Project. the signifi complete to available resources cant with Asia and inAustralia both contractors all experienced Bilfi and are Queensland parties These Civil. Berger nger Hornibrook Baulderstone Hornibrook, Baulderstone Contractors, Leighton comprising Builder the by undertaken be Tunnel isto the of construction and Design 4.1.2 features design Key alignmentProposed of of south the portal Tunnel. the southern the Tunnel alignment; and and geologicaltopography rock hard characteristics of the of signifi understanding and testing cant community consultation issues; traffi including and environment, c management urban an within projects construction large signifi inmanaging the Builder the of experience cant full rock loading. take to linings concrete with designed be will tunnels Both segment). each between seals and tunnel the of perimeter complete the around segments precast with tanked (fully “undrained” be will River Brisbane the beneath running seepage. manage groundwater to and portals the outside events 100 rainfall year from alltraffimaintain flc lanes infl from ood-free resulting ows to designed been has system drainage tunnel The 80km/h. of aspeed for designed are tunnels mainline The inlength. 4.8 kilometres traffi southbound for approximately c, one of and parallel north-south tunnels, one for northbound traffi c separate two comprises Tunnel’s tunnel The mainline below. discussed Tunnel are the of aspects physical key The operation of the Tunnel. the of operation effective and safe the for services of anumber control and monitor to used be will portal, northern the to adjacent located building adedicated centre, control tunnel The tunnel. each from exits emergency allow to 120 metres every passages cross by connected be will tunnels mainline two The tunnel. mainline each of portion upper inthe installed be will duct Asmoke system. extraction smoke zone-based a and system sprinkler adeluge including measures fi with equipped be will safety tunnel life Each and re of area Woolloongabba.industrial inan tunnels mainline the from away located be will station ventilation southern the and portal northern the to adjacent located be will station ventilation northern The outlet. and station ventilation the through exhausted and tunnel each from extracted airbeing with tunnels mainline the along system alongitudinal comprises It air quality. ambient and in-tunnel both to inrelation standards high achieve to is designed system ventilation tunnel The – – – – – – Tunnel drainage Tunnel Tunnel design construction methods. proven of utilisation and technology construction and design existing appropriate on reliance Tunnel control centre systems safety life and Fire system Ventilation All sections of the Tunnel the of sections All

PAGE 39 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 40 SECTION 4 – CONSTRUCTION AND OPERATION OF THE TUNNEL – discussed and below) program. delivery (TBMs), machines boring tunnel shield double two of use tunnel design, construction methodology (in particular, the the indeveloping account into taken been have zones fault identifi These zones. fault geological of anumber ed have site the at undertaken Investigations construction. tunnel the for support and foundation asolid providing hard, very both are formation Neranleigh-Fernvale the of rock Tuff and Brisbane formation. Neranleigh-Fernvale the of rock hard overlying Tuff Brisbane of largely consists which refl geology alignment tunnel underlying The the ects Geology methodology 4.1.3 construction and factors Geological along the Pacifi the along c Motorway. and connection north the at widenings bridge of number a plus 10 bridges include also will new scope Project The Point. inKangaroo Avenue Shafston with interchange the provide will ramps exit and entry Single-lane relocated). be will Bypass City Inner the to Road Lutwyche from ramps existing (the Bypass City Inner the to ramps exit and entry single-lane and Road Lutwyche to ramps exit and entry double-lane include will interchange Pacifi the to ramps northern The c Motorway. exit and entry single-lane as well as Road Ipswich from traffi and to accommodate c entering to ramps exit and entry double-lane provide will interchange southern The TransApex other and Link Airport the of description further 3.2.7 a for Section (see Link Airport proposed the to Tunnel the of connection the accommodate to is designed interchange northern The east. inthe Avenue Shafston and north in the Road Lutwyche and Bypass City Inner the south, Pacifi inthe the Road Ipswich and c Motorway to connections provide to portals eastern and northern southern, the of each at constructed be will Interchanges Interchanges initiatives). the tunnel before it isexcavated. it before tunnel the above ground the reinforce to used be will bars spiling and tubes canopy of cover, acombination rock low of In areas confi and widths lane designed the gurations. for cross-sections required the achieve to entries surface the near and at sections other and ramps Avenue Shafston the tunnelling for used mainly be will Roadheaders segments. these of each between seals tight water of use the by ingress water prevent to sealed fully be will tunnels mainline the of majority inthe lining segmental precast The recommence. to excavation tunnel allow and source water the manage again to implemented be then can regime Agrouting tunnel. completed the to ingress water control to closed be can TBM the of shields the excavation, actual during isdiscovered it and source water apotential detect to fails regime drilling probe the that event unlikely in the isthat, TBM shield double the of advantage A particular excavation. to prior ingress water the manage to implemented will be regime agrouting detected, be source water underground an River. Should Brisbane the under areas in especially TBM, shield double the by excavation to prior zones bearing water potential and features geological detect to utilised will be drilling regime A probe methods. blast and drill using excavated be will passages Cross it achieves the most economical process. construction because and manner inasafe conditions ground variable through tunnel to ability its conditions, rock inhard work to ability its of Tunnel because the of section this for methodology construction preferred the as selected been has TBMs shield double the of use lining. The concrete segmental precast using TBMs shield double two using constructed predominantly be will tunnels mainline The hand. at task construction the of component each suit to designed methodologies, of arange using constructed be will system tunnel The methodology Construction – – – – – benefiincluding: ts, free-fl several electronic, of use provide will The tolling ow method of toll collection. imaging willVideo-based be utilised as a secondary years). two last the of ineach issued tags 40,000 (with inBrisbane use for issued tags 160,000over electronic fi currently tags are electronic There vehicles. their to tted have will users its of majority the that expects Group Motorway M7. Tunnel Westlink and City RiverCity Cross Sydney’s and CityLink Melbourne’s Motorways, Logan and Gateway Brisbane’s including roads toll international and Australian of anumber on utilised iscurrently technology tag Tunnel. the of Electronic design inthe incorporated been have plazas toll No technology. tolling video-based and tag electronic proven utilise will TollingThe System versa. Tunnel vice and the on tag electronic Bridge Gateway Limited Motorway Queensland existing their use to able be will customers into, entered being arrangements interoperability to Subject in Australia. roads toll electronic allother and Motorway Logan Bridge, Gateway the with interoperable fully being of capable be to designed directions) inboth charged being tolls (with free-fl electronic, an Tunnel use will system The tolling ow 4.1.4 Tolling system and Cross City Tunnel toll roads in Sydney. roads Tunnel toll City Cross and M7 Westlink Distributor, Eastern inthe involvement their through service customer associated and systems tolling electronic of maintenance and operations procurement, Group have recentRiverCity Motorway experience in the of management and directors The commenced. has Tunnel the of construction after until Group Motorway RiverCity by awarded be not will System Processing Data the of flTo supply the retain for contract the exibility, Group. Motorway RiverCity by implemented be to System Processing Data the to data trip supply will which System Collection Data Roadside the deliver will Builder The the ability to reduce toll collection costs over time. over costs collection toll reduce to ability the and inAustralia; roads toll electronic other and Motorways Logan and Gateway Brisbane’s with interoperability provide to ability the groups; customer various of patterns travel the around designed products tolling tailored offer to ability the systems; toll cash or plazas toll with associated typically delays of avoidance the journey conditions; under freeway uninterrupted an with motorists provide to ability the Brisbane. in Bridge Story and Bridge Jolly William the completing successfully works, bridge major of development the in aleader become to expanded quickly organisation in1926. The inBrisbane Ltd MRHornibrook founded Hornibrook Manuel when established was Hornibrook Interchange. Freeway Tullamarine/Calder and Upgrade Pacifi the of sections include c Highway Hornibrook Baulderstone by construction under currently projects Infrastructure inPerth. Freeway Farmer Graham and inSydney Bridge Tunnel Anzac and City Cross Freeway, East M5 Link, City Melbourne of section Link Western the include involved been has Hornibrook Baulderstone inwhich projects infrastructure completed Major in1993. Hornibrook Baulderstone acquired Bilfi 2005). $1.6 December at (as billion Berger nger approximately of inhand Year work and Financial 2005 the $1.45 of in billion turnover had Hornibrook Baulderstone bridges. and tunnels roads, including ongoing projects signifi with company engineering cant contracting is amajor established in Brisbane in 1926. Hornibrook Baulderstone was Hornibrook in1946 and inAdelaide established was AW Baulderstone merged. Hornibrook, and Baulderstone AW companies, construction oldest Australia’s of two in1985 when established was Hornibrook Baulderstone and Bilfi Queensland Hornibrook Baulderstone Hornibrook, Baulderstone inBrisbane. projects of anumber including projects, infrastructure transport and road major delivering of record track ademonstrated has Contractors Leighton inSydney. ($100 million) Upgrade Road Windsor the and million) ($300 Transitway Bus North-West the and ($140 million) Brisbane in Busway Northern Inner the include Contractors Leighton by undertaken being currently projects Major ($1.6 inSydney. billion) Venture Joint M7 Westlink and million) ($220 Motorway West South M5 million), ($700 Distributor Eastern the and inBrisbane both million), ($220 Bypass City Inner the and ($196 million) Motorway Brisbane of Port the include projects completed Major 2,000 people throughout Australia. over employs Contractors Leighton billion. $2.3 around is 2005 June at as inhand Work billion. $2.0 almost was Year Financial 2004–2005 inthe revenue company’s The projects. road (BOOT) infrastructure, particularly build, own, operate, transfer complex of delivery inthe leader market Australian an now is and Group Holdings Leighton the of entity original the as in1949 inAustralia established was Contractors Leighton Leighton Contractors 4.1.5 Builder The nger Berger Civil

PAGE 41 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 42 SECTION 4 – CONSTRUCTION AND OPERATION OF THE TUNNEL involved the use of TBMs inconstruction. TBMs of use the involved 23 10 which last of inthe years, worldwide 51of tunnels construction undertaken has and tunnelling rock hard the in expertise and Bilfi experience particular has Berger nger of TechnologyQueensland University (QUT). the for (IHBI) Innovation Biomedical and Health of Institute and development Square Brisbane Hospital, Alexandra Princess include involved been has Hornibrook Baulderstone which with projects building Major – – by: supported are Builder the of obligations The Contract. D&C the under isrequired that work other the for) liable severally and jointly isnot (and perform not law. will It State under isrequired a licence which for work out carrying of purpose the for Contract D&C the to aparty isalso Queensland Hornibrook Baulderstone several. and joint be will Contract Bilfi and D&C the under Hornibrook Civil Berger nger Baulderstone Contractors, Leighton of obligations The 10.5.4.Section in out isset Contract D&C the of Asummary Contract. Price Fixed Time, aFixed under works associated and Tunnel the of construction and design the for Builder the with contract will Group Motorway RiverCity 4.1.6 Contract D&C 2006. April 30 at as billion $4.6 approximately of capitalisation amarket had and ASX on islisted Holdings Leighton Asia-Pacifi the around spread c region. operations with Year, Financial $7.5 2005 inthe than inrevenues billion more generated and 21,000 than staff more had Group Holdings Leighton Properties. Leighton and (Southern) Asia Leighton (Northern), Asia Leighton Holland, John Thiess, Contractors, Leighton includes which group contracting and development project largest Australia’s of company parent isthe Moody’s, Baa1 by and Poor’s & Standard by BBB+ rated currently Holdings, Leighton Baulderstone Hornibrook Queensland); and Hornibrook Baulderstone of Bilfiand obligations the and Civil Berger nger Hornibrook Baulderstone of obligations several and joint Bilfi and the of respect (in Contractors) Berger nger Leighton of obligations several and joint the of respect (in Holdings Leighton of each from guarantee a parent Contract Price. D&C the of 8% to equal bond a performance system to a suitably qualifi asuitably to provider. system service ed offi back the of support and computer ce maintenance subcontract to intends Group Motorway RiverCity provider. service toll aspecialist to them outsource or in-house functions these undertake either will Group Motorway RiverCity Project Deed. Project Group,RiverCity Motorway in accordance with the certifi as act and and Council the to er construction Verifi of Independent progress The the review will er Verifi Independent the as act to er. appointed be will qualifi appropriately an Deed, party ed Project the Under 4.1.7 verifi Independent of capitalisation amarket had and Exchange Stock Bilfiworld. Frankfurt the on islisted Berger nger the around spread Year, Financial operations 2005 with than more had and worldwide Bilfi Limited. employees 55,000 around has Berger nger also controls Australian construction company, Abigroup Bilfi and Queensland and Civil Hornibrook Berger nger Baulderstone Hornibrook, Baulderstone of company parent Bilfi ultimate isthe Germany of Berger nger – – – – – – functions: following the include Tunnel the for operations service customer and tolling The 4.2.1 service Tolling customer and – – areas: main two Tunnel comprise will the of maintenance and operation The 4.2 OPERATION AND MAINTENANCE as at 30 April 2006. April 30 at as toll monitoring. and services; information business electronic tag distribution; centres; call and centres service customer of operation marketing; collection; toll maintenance. and operations roadside and tunnel and service; customer and tolling er € 6.0 billion revenues in the inthe 6.0 revenues billion € 1.7 billion – user Frequent Target user targets. performance meet agreed to failure for regime aseparate under Group Motorway RiverCity compensate to liable be also will Operator the Inaddition, period. operating relevant the for Operator the to payable services core for fee annual average the of 100% fi to each islimited period operating ve-year for Contract O&M the under liability Operator’s The Contract. O&M the under obligations its of performance the securing million $5 for bond abank provide to required be will Operator The period. operating previous the during costs of review book open an on based negotiated be will services core the of pricing Subsequent benchmarks. prescribed against underperformance for applied being measures other and fi and periodically measured nancial performance with infl of Contract, combination O&M the under WCI and ation a by fiare determined arate at escalate will and xed fi the for costs services fi rst Core operation of years ve System. Collection Data Roadside the including infrastructure, associated and road toll the of refurbishment and maintenance and routine the management operations traffi and tunnel include c functions Operator’s The 10.5.5. Section in out isset Contract O&M the of Asummary Asia. and inAustralia both contractors experienced both Bilfi and Australia, Contractors Berger nger Leighton by guaranteed be will obligations Operator’s The Period. Concession the during Operator the by undertaken be will maintenance and operations Tunnel roadside and and maintenance 4.2.2 operations Tunnel roadside and con e pFeNl$ N/A $1.00 trip per N/A trip per $0.35 $3 $20 Nil Nil Fee Processing Image $40 Usage Amount Minimum Annual Account Set Up Fee (tollAmount credit) Account Set Up

around once a month; refl or $40, 12 annum per trips approximately ecting at set been has amount annual minimum The product. this utilise to users frequent encourage to apply will amount usage minimum annual an however nil charge, for tags issue to proposes Group Motorway RiverCity above), intable Tag Product’ ‘Electronic headed column (see Tag Product Electronic the to in relation 12 trips per year) year) 12 per trips than (more Electronic Tag Product Video Product Casual User Product User Casual Product Video Tag Product Electronic e lcrnctgNlN/A Nil tag electronic per per annum $40 5 and 12 trips per year) 12 per 5 and trips (between Occasional user the Pacifithe inNSW. c Highway of sections and inBrisbane Bypass City Inner the as such roads other and inPerth Freeway Farmer Graham the Tunnel, City Cross and M7 Westlink East, M5 Distributor, Eastern the including inSydney projects current with tunnels and roads toll of maintenance and operation in the experience extensive have Operator) the of owners joint Bilfi and (the Services Contractors Berger nger Leighton of the Concession Period. end the until CPI with inline annually increase will levels toll Deed, Project the of terms the with In accordance for cars. toll the 2.65 at times vehicles commercial heavy and cars 1.5 for at toll the charged times vehicles commercial light cars, for toll the 0.5 at times charged motorbikes with Dollars) 2002 (in $3.30 at isset cars for toll base The travelled). distance of basis the on charged being than Tunnel (rather the on direction each in and trip each for toll asingle charged be will drivers as structures tolling other some to relative administer to easy and simple isvery structure Tunnel tolling The STRUCTURE 4.3 TOLLING – CPI. with annually increase and Dollars identifi in2002 also are and 4.3 above inSection ed charge toll the to inaddition are costs These below. summarised are cars for products those of costs and Group’s Motorway toll suite proposed RiverCity product 4.3.1 Tolling products 35 cents is charged per trip, refl trip, per of ischarged cost the cents 35 ecting of fee atrip Instead, account. this for requirement usage minimum is no there however cost), this cover to ischarged $3.00 of afee (and Group Motorway RiverCity with account an establish to customer the requires product This above). intable Product’ ‘Video headed column (see Product aVideo offer to proposes than monthly,more often Group Motorway RiverCity Tunnelfi the utilise to intend not do but times, ve than Tunnel more the use to wish that users for 5 trips per year) per 5 trips than (less userCasual

PAGE 43 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 44 SECTION 4 – CONSTRUCTION AND OPERATION OF THE TUNNEL – products and how they can be accessed). accessed). be can they how and products tolling of range the of awareness promoting and take-up account (promoting acquisition customer and products) collection toll electronic the of awareness (creating marketing collection toll electronic being elements major two Tunnel has and the of opening the on focus initially will plan marketing Group’s Motorway RiverCity Tunnel4.3.3 the Marketing procedure. debt recovery user unregistered an commence will Group Motorway RiverCity which after travel of 72hours within pass trip apost-paid purchasing of option the have users These Tunnel identifi be will technology. imaging video using ed the of users non-registered of plates number licence The 10.6). Section (see tolls unpaid the collecting of Group Motorway RiverCity to cost reasonable the exceed cannot tolls of enforcement the for fees Administration 8.4.2). Section (see 1999 (Qld) Act Enforcement Penalties State the under tolls of enforcement the facilitate to point alater at Council the with agreed be will arrangements administrative that isintended It practicable. as far as vehicle, their of driver the identifying in assist or due toll the pay either to fail who owners vehicle for consequences the prescribes and tolls, unpaid pursuing for procedures out sets also legislation The tolls. pay to liable Tunnel be to the use which vehicles of drivers the for procedures legal established has State The 4.3.2 Tolling enforcement administering these products (see Section 10.6). Section (see products these administering of Group Motorway RiverCity to cost reasonable the exceed cannot fees non-toll The needs. consumer meet to products additional and/or alternative introduce may Group Motorway Tunnel in2010, the of RiverCity opening expected the to prior research market further on Depending buy multiple trips. multiple buy that those for attractiveness product decreasing and trip one only buy that those for attractiveness product within the $1.00 trip fee thereby improving the absorbed being costs the with product this on fee establishment an charge to propose not does Group Motorway RiverCity users. one-off or casual genuine by isutilised product this ensure to fee purchase per a than rather isutilised fee trip aper page), previous the on table inthe Product’ User ‘Casual headed column (see Product User Casual the to in relation and usage; lower expected refl levels lower at set customer’s been the have ecting amount up top minimum and amount, up set Product Video The image. photo customer’s the processing budgeting for an initial marketing campaign comprising: campaign marketing initial an for budgeting iscurrently Group Motorway RiverCity tags. electronic of distribution of channels of interms and terms geographic in Tunnel market the target and identify to opening 12–18 within expected of plan months marketing the refi to conducted be will ne research market Further include: objectives Marketing will be entitled to $100 in toll credits. Date Tunnel Opening the to prior account tag electronic an for apply who and Date Record Instalment Final the on Units 5,000 Stapled least at of holders the as registered and ratepayers Council City Brisbane as remain and Offer the under Units 5,000 Stapled least at acquire and ratepayers Council City Brisbane are who investors Retail benefi the experience Tunnel. the using of ts to customers allow to period atoll-free include may Tunnel which the of opening of time the around incentives customer for allowed been also has million $5 of A budget – – – – – A summary of the Project Deed is set out in Section 10.5.2. inSection out is set Deed Project the of A summary events. termination and allocation risk levels, toll Period, Concession Tunnel, the the of including parameters Tunnel. the defi It maintain and commercial key the nes fi to operate obligation and construct, design, nance, right the Group Motorway RiverCity grants Deed Project The proceed. will Project the which upon terms the governing Group Motorway RiverCity and Council the between agreement legal key isthe Deed Project The DEED4.4 PROJECT – – – – – tag users. electronic potential of rates penetration tag early and stakeholders; external key of management corridor; the of users infrequent to available products of range the of promotion corridor; the of users frequent to tolling electronic of use the of promotion users; Tunnel potential to the of promotion print, television and radio media. radio and television print, comprising each campaigns, miniadvertising three and media; billboard and radio television, print, fi comprising each campaigns, advertising major ve an video; annual corporate market distribution; appropriate an with newsletters community three accounts; user casual and tag electronic of operation and up set the including features with website, interactive an of development the 5 AND TAXATION STRUCTURE CORPORATE

PAGE 45 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 46 SECTION 5 – CORPORATE STRUCTURE AND TAXATION Motorway Group and their relationship with the Issuer. the with relationship their and Group Motorway diagramThe below shows the stapled Trusts and the key entities of in RiverCity the structure proposed corporate 5.1 STRUCTURE CORPORATE Council works. the of inrespect Builder the to obligations its meet to it enable to Construction Motorway RiverCity to lent be will funds these of portion another and things other amongst expenses operating and requirements expenditure capital its meet to it enable to Operations Motorway RiverCity to funds these of aportion lend in turn Trust will Asset Motorway fi Debt Senior RiverCity agreements. nance the with terms back-to-back Trust on Asset Motorway RiverCity to on-lent be will Finance Motorway RiverCity by Borrowings fi Lenders. the with agreements nance debt senior into entered has Finance Motorway RiverCity payments to RiverCity Motorway Asset Trust. rental Tunnel. make also the will of It expenses operating all meet and revenue all operating receive will Trust and Asset Motorway RiverCity Tunnel from completed the sub-lease will Operations Motorway RiverCity at Construction Completion. fi any over as well as land built, Tunnel be the will on xtures the which through and on land inthe Council the from interest aleasehold have Tunnel will and the construct fi to Deed Project the and under design nance, obligation and right the Trust has Asset Motorway RiverCity manner. effective inatax and immediately Distributions make to isable Group Motorway RiverCity structure, trust stapled the using By Act. Corporations the under scheme investment managed isaregistered trusts these of Each ASX. on quoted be to Units Stapled the issue will which (“Trusts”) trusts unit two the Trust are Holding Motorway InvestmentRiverCity Trust Motorway and RiverCity detaile amore 10 for Section See entities. intermediate some include not does and diagram asimplifi is This structure ed Note: Lenders RiverCity Motorway Holding Trust Motorway Motorway RiverCity RiverCity Finance Pty Ltd Asset Trust 0%100% 100% 100% netr ABNAMROAustralia Investors 0%100% 100% RiverCity Motorway Investment Trust Constructiion Motorway Motorway RiverCity RiverCity Pty Ltd Pty Ltd 100% Section 6 and Section 7.7. Section 6and Section the fees which to it is entitled) set are out in Section 5.2, (and Issuer the of responsibilities and roles the on details Further AFSL. appropriate an has it as entity responsible as act to engaged been has and Group Motorway RiverCity of part isnot Issuer Trust. The Holding Motorway RiverCity Trust and Investment Motorway RiverCity of entity responsible the as act will Australia, AMRO ABN of subsidiary owned Issuer,The awholly Investors. to Distributions make then will Trust which Holding Motorway RiverCity to distributed be will arrangements) fl security Lenders’ to (subject ow cash surplus Any obligations. other any and Finance Motorway RiverCity to obligations service debt its meet intended to enable RiverCity Motorway Asset Trust to is Operations fl cash Motorway The RiverCity from ow the Management 10.5.13). Deedsthe Section (see under Trusts the manage Trust, to Investment Motorway RiverCity of subsidiary owned awholly itself Limited, Pty Holdings Motorway RiverCity of subsidiary owned wholly a Services, Motorway RiverCity appointed has Issuer The Holding Trust. Motorway RiverCity Trust and Investment Motorway RiverCity of entity responsible isthe Issuer The entity. aresponsible have to schemes investment managed registered for Act Corporations the of isarequirement It 5.2 ENTITY RESPONSIBLE Responsible

Entity 100% Management Limited(Issuer) RiverCity Motorway Management Motorway Motorway RiverCity Services Pty Ltd Deeds d structure diagram. diagram. d structure – – as follows: constituted be will Board Group Motorway RiverCity the that agreed have Services Motorway RiverCity and Issuer the board, initial the for than Other Board. Group Motorway RiverCity the to appointed initially be to directors the on agreed have Services Motorway RiverCity and Issuer The allInvestors. of benefi the for powers its t exercise must and Trusts the of operations and management the for responsible ultimately fi its with remains Issuer complying The duties. duciary of purpose the for solely Services Motorway RiverCity of decisions the vary or instruct may Issuer the respects, However, inother Investors. or ASX to announcements making or contracts material entering $1million, over expenditure capital making personnel, key changing business, of line anew entering to) limited not (but including Group Motorway RiverCity affecting activities various undertaking before delegators relevant and Issuer the from approval seek must Services Motorway RiverCity that payable if the Put Option or Call Option was exercised. was Option Call or Option Put the if payable that as same isthe event inthis Issuer the to payable amount fee Trusts. The the of entity responsible as retire to required be or retire may Issuer the terms, similar on and exercised being Option Put and Option Call the of Instead isexercised. Option Call or Option Put the which at time the on dependent Australia AMRO ABN to payable be may Afee exercised. be not may Option Call the resolution, ordinary of way by approved not is and Investors to isreferred matter the If Investors. to exercised be may Option Call the whether to as question the refer may Issuer The Agreement. Appointment the terminate to aright has Issuer the if including cases, incertain earlier or fi Close the Financial of anniversary fth after time any at Option”) (“Put Issuer inthe shares the allof purchase to Services Motorway RiverCity require can Australia AMRO ABN Alternatively, Agreement. Appointment the of terms the of breach is inmaterial Issuer the if including cases, incertain earlier or Close Financial of anniversary second the after time any at Option”) (“Call entity Group Motorway RiverCity another or Services Motorway RiverCity to Issuer inthe shares allthe sell to Australia AMRO ABN require can Services Motorway RiverCity Agreement, Appointment the of terms the Under change. may Issuer the of owner The unreasonably withheld or delayed). be cannot (which Issuer the of approval the to subject nominated by RiverCity Motorway Services, Motorway RiverCity by nominated independently be will directors remaining the Bilfi 6.2); and Section (see BOT Berger nger and Investments Motorway Leighton Australia, AMRO ABN of each by removed and appointed be will director one conditions, certain to subject Regulations) are referred to in this Section. inthis to referred are Regulations) Tax) Services and 1999 Regulations the and Act) (GST (Cwlth) System (Goods and Services Tax) Act 1999 1997Act (1936 the Tax Act), (Cwlth) Provisions of the the of Provisions securities. insuch dealing or trading of business the of course inthe Units Stapled hold not will Investor is, the that asset, acapital as Units Stapled hold who and residents Australian are who Investors to only relates discussion This PDS. this of date the at as practice administrative and determinations rulings, taxation public legislation, revenue Australian on isbased summary The Investor. an by Units Stapled of holding the to applying consequences taxation principal the of asummary contains Section This Investor. the of circumstances particular the upon depend will Units inStapled investment an with associated consequences taxation actual as the circumstances individual your account into takes which advice taxation independent seek you recommends fi objectives, Issuer The needs. or situation nancial your account into take not does and only nature ageneral isof Section inthis information taxation The 5.3 TAXATION Section 6. in out set are Group Motorway RiverCity of management and policies governance corporate on Information Trusts. the by directly held be may that assets other any Trust 2and Asset Motorway inRiverCity holds Trust Holding Motorway RiverCity that units the Ltd, Pty Holdings Motorway inRiverCity Trust holds Investment Motorway RiverCity that shares the of custody take to 052) 294 050 (ACN Limited Trust Australia Morgan JP custodian, external an appointed also has Issuer The terminated. are Deeds Management the after entity responsible the remain will Issuer the Agreement, Appointment the under retire not does Issuer the and isexercised Option Call nor Option Put the neither If resolution. ordinary of way by Investors the by approved unless Deeds Management the terminating of in place Option Put the exercise to Australia AMRO ABN require not may Services Motorway RiverCity indicators. performance Motorway Services’ performance fails to meet key RiverCity where or it necessitates law other some or Constitutions the law, where applicable of breach trust, of breach or inafraud result acts Services’ Motorway RiverCity where terminated be can Deeds Management The (Cwlth) (1997 the Tax Act), (Cwlth) Income Tax 1936 Act Income Assessment A New TaxA New (Goods System Income Tax Assessment A New TaxA New (Cwlth) (GST

PAGE 47 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 48 SECTION 5 – CORPORATE STRUCTURE AND TAXATION RiverCity Motorway Holding Motorway RiverCity Trust. Trust and Investment Motorway RiverCity of ineach units of holding the distinguish will Units inStapled investing of consequences tax gains capital and income Australian other. However, the each of independently transferred or traded be to able be not will and stapled be Trust will Holding Motorway inRiverCity Trust and Investment Motorway inRiverCity units Trust. The Holding Motorway inRiverCity unit one Trust and Investment Motorway inRiverCity unit one of consist will Unit Stapled Each Units 5.3.1 Stapled of Tax characterisation – – Holding Trust: Motorway RiverCity 6C, Division to inrelation particular, In 6C. Division under trust trading apublic or 6B Division under trust unit acorporate be would trusts subsidiary its of any Trust nor Holding Motorway RiverCity Neither year. income the of inrespect Act 1936 Tax III the of Part of 6C Division of interms trust” trading 1936 a“public Tax III the or of Act Part of 6B Division of interms trust” unit a“corporate iseither trust the if acompany to way inasimilar taxed be may A trust Holding Trust. Motorway RiverCity of income net the on taxed be will who persons the be generally will Trust and Holding entitled to all of the net income of Motorway RiverCity presently be will Rather, Investors tax. income to liable be generally not Trust should Holding Motorway RiverCity Trust Holding Motorway RiverCity of Taxation 5.3.2 Trusts the of Taxation certain tests for the utilisation of losses intrusts. losses of utilisation the for tests certain satisfying to subject again years, inlater gains capital against offset be to trust relevant inthe forward carried be will losses capital Similarly, net in trusts. losses of utilisation the for tests certain satisfying to subject years, inlater trust that by derived income assessable against offset be to trust relevant inthe forward carried be will losses Rather, revenue Investors. to or trust another to passed be cannot loss tax that trusts, subsidiary its of one Trust or Holding Motorway RiverCity by isincurred loss capital net or loss arevenue Where business”. “eligible investment an on carry only not does which entity any of operations or affairs the indirectly, or directly, control, to ability the have or control, not will defi as business” investment and 6C; inDivision ned “eligible than other business any conduct not will relevant tests for the utilisation of losses. of utilisation the for tests relevant satisfying to subject years, inlater income assessable against offset or forward carried be may losses tax such Rather, any Investors. to passed be cannot subsidiaries its of Trust one or Investment Motorway RiverCity by incurred loss capital net or loss revenue Any subsidiaries. Trust its or Investment refl Motorway to RiverCity franked by be paid may tax ect Distributions paid Investment by RiverCity Motorway Trust income. taxable its on 30%) (currently rate corporate the at tax income pay will and acompany like taxed broadly be Trust will Investment Motorway RiverCity such, As entities. those control Trust will Investment Motorway RiverCity purposes. 6C Division for business” a“trading on carry Trust, will Investment Motorway RiverCity of companies subsidiary Construction, Motorway RiverCity and Operations Motorway Tax RiverCity Act. 1936 III the of Part of 6C Division under trust trading apublic be Trust will Investment Motorway RiverCity Trust Investment Motorway RiverCity of Taxation further Stapled Units under the DRP. the under Units Stapled further in isreinvested amount distribution the of more or one of all year, or some or income subsequent inthe Investor the to paid Trust isphysically Holding Motorway RiverCity by distributions the of more or one allof or some if even year income that for income assessable Investor’s resident Australian inan included be must amount Trust. That that of purposes, law tax for income, net the represents as year income that Trust for Holding Motorway RiverCity from distribution each of much so otherwise) or Period Distribution aFixed to relates distribution that (whether ends Period aDistribution inwhich year income the for income assessable inits include to required be will Investor resident Australian an basis, that On Issuer. the by determined as amounts other 1997 such Tax the and Tax and Act Act 1936 the of provisions the with inaccordance calculated trust the of income net the of aggregate the be will Period aDistribution Trust for Holding Motorway RiverCity of income distributable the that determined has Issuer The Holding Trust Motorway RiverCity from Distributions securities. insuch dealing or trading of business the of course inthe Units Stapled hold not will Investor is, the that asset, acapital as Units Stapled hold who and residents Australian are who Investors to only 5.3.3 relates Section inthis discussion The investors resident –Australian 5.3.3 taxation Income as to whether those rules will affect them. affect will rules those whether to as advice own their seek should Investors and is complicated rule” “qualifi period “holding the and provisions person” ed the of application The days. 45 than more for “at risk” suffi Trust held be Investment ciently Motorway RiverCity in unit the that requires rule” period “holding the Broadly, provisions. such under ceiling rebate credit franking or exemption an for rule”, qualify or period “holding the satisfy must Investor 1936 the Tax Inparticular, Act. the a “qualifi of IIIAA 1A Part of Division under person” ed to be entitled credits, to franking the Investor must be Investor resident Australian an For distribution. franked be the to entitled creditsattached any to franking may Investor resident Australian an that so dividends, company as way same the Trust inbroadly Investment Motorway RiverCity by franked be may Distributions DRP). the under Units Stapled infurther reinvested amounts (including ispaid distribution the inwhich year income the for income assessable in their Distributions include to required be will Investors resident Australian Trust Investment Motorway RiverCity from Distributions Investor. the to gain in acapital result Trust, will Holding Motorway inRiverCity units the of inrespect Investor, aresident of base cost remaining the of inexcess received amount any or Investor resident Australian an by received payments deferred tax further any then payments deferred tax such receiving of aresult nilas to Trust isreduced Holding Motorway inRiverCity units the of base cost the If nil. to reduced is base cost the until tax gains capital inany result not will it payment adeferred represents Distribution the extent the to Further, income. assessable as Investor an by included be to need will payment deferred tax the of amount no generally Trust), Holding Motorway RiverCity from (Distributions above explained As payment. deferred tax the to equal amount an by reduced be will Investor the Trust to Holding Motorway inRiverCity units the of base cost the then payment deferred atax of consists adistribution If Trust Holding Motorway RiverCity from payments deferred tax of Receipt payments. deferred tax of consists adistribution which to any) (if extent the of Investors advise will Issuer The payment”). deferred “tax a as PDS inthis Trust (described the of income net law tax the of inexcess Trust amounts or Holding Motorway RiverCity of capital the from paid amount an represents which adistribution of part such income assessable their in include to required be not generally will Investor An instead of its TFN. its of instead Number Business Australian its quote may Investor the Investor, the by on carried enterprise Australian an of furtherance or course inthe Units Stapled the holds Investor an where Alternatively, 2006). 9May on announcement Budget Federal recent the of aresult as decrease may which 48.5%, (currently levy Medicare plus rate tax marginal top the at payments Distribution the from deducted being tax of amount inan result may TFN their disclose to failure exemption, applicable the quote they unless that, aware be should Investors resident Australian compulsory, isnot aTFN of disclosure Although their Tax or any applicable File exemption. Number (TFN) disclose to opportunity the with provided be will Investors Tax Numbers of File Quotation be as follows: generally Trust will Investment Motorway RiverCity from is a“qualifi distributions of treatment tax person”, the ed Investor resident Australian the that assumption the On – – – – amount of the distribution. the of amount franked the with account franking its credit to able be will company The income. taxable company’s the on payable tax against available be will credit franking the of amount the for offset Atax income. assessable company’s resident Australian inthe included be will credit franking any plus distribution –The Companies individual. the to refundable be should payable) tax against offset (after offset tax excess Any income. assessable individual’s the on payable tax the offset to available be will credit franking the of amount the for offset Atax income. assessable individual’s resident Australian inthe included be will credit franking any plus distribution –The Individuals is not available. is not credits franking excess of arefund ADFs, complying non- and funds superannuation non-complying With liability. tax total the exceeds offset the extent the to arise will credits franking excess of arefund funds, superannuation complying and companies insurance life of case Inthe payable. tax against available be will credit franking the of amount the for offset A tax income. inassessable included be will credit franking any plus distribution –The funds superannuation and fund) (statutory companies insurance Life person rules referred to above). benefi qualifi the and the income net satisfying ciary ed positive profi and having trust status the to (subject le tax benefi particular their with inaccordance ciaries of, the fl hands inthe taxable be and to, through ow should distribution franked the generally trust, the by isderived distribution the inwhich year the for presently entitled to a distribution of the net income benefi resident are Australian – If atrust of ciaries funds) superannuation of Trustees trustees (excluding

PAGE 49 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 50 SECTION 5 – CORPORATE STRUCTURE AND TAXATION the Trusts. in units the of base cost the than less are proceeds capital the where arise could losses capital Conversely, purposes. tax income Australian for trust that of income net the determine to included is losses) capital available any of application (after gains capital the of one-half only then 12 least at months for Units Stapled the held has and atrust of trustee is the Investor the If income. assessable intheir losses) capital available any of application (after gains capital the of two-thirds only include to eligible be may Investor the disposal, to 12 prior least at months for held been have Units Stapled the and company insurance alife of Tax Act) isdefi term that (as asset 1997 PST inthe ned a virtual are Units Stapled the or fund superannuation a complying is Investor resident Australian the If income. assessable intheir losses) capital available any of application after is, (that gains capital their of one-half only include to eligible be may Investor the them, of disposing to prior 12 least at months for Units Stapled the held has and individual isan Investor resident Australian the If payment. deferred atax to Trust isattributable Holding Motorway RiverCity from adistribution of part or adistribution where reduced be Trust will Holding Motorway inRiverCity units the of base cost the above, noted As Investor. the by incurred brokerage) as (such units the of disposal and acquisition the with associated costs the as well as Investor) aprevious from purchase of Trust asaresult or Holding InvestmentMotorway Trust or RiverCity Motorway RiverCity by issue upon (whether units the acquire to Investor the by paid amount the include would units the of base cost Trust. The Holding Motorway in RiverCity unit the Trust and Investment Motorway in RiverCity unit the between basis areasonable on apportioned be should Unit Stapled combined the of inrespect received proceeds capital The Investor. the to units respective the of base cost the Trust over ineach units the of disposal or sale the from received proceeds capital of excess any of extent the to Investor resident Australian an to arise would gain acapital purposes CGT For Trust. ineach unit the of respect in required be will calculation ACGT Units. Stapled the comprise together Trust which Holding Motorway inRiverCity unit the Trust and Investment Motorway inRiverCity unit the both of disposing be will Investor an purposes, CGT For Units. Stapled their of disposal other or asale upon liability (CGT) tax gains capital their consider to need will Investors resident Australian Units Disposal of Stapled dividend withholding tax. withholding dividend Australian to subject be not will purposes tax for Australia of residents not are who Investors Trust to Investment Motorway RiverCity by paid distributions Franked Trust Investment Motorway RiverCity from Distributions apply. generally would 10% of rate the at tax withholding interest Australian interest, of form in the income of consist Investor anon-resident Trust to Holding Motorway RiverCity from distributions To extent the legislation. enabling the of Assent Royal of date the following 2006 1July from effect have will measure the that isintended It inallcases. rate a30% at non-residents to royalties) and dividends interest, than (other income of distributions tax to law the amend to intends it that 2003) inMay confihas announced (previously rmed Government Commonwealth the budget, 2006 May In its to non-resident individuals. income such of distributions to apply rates progressive and companies, non-resident to income rental sourced Australian- of distributions to applies rate A 30% entity). of type other or company, (e.g. individual, Investor non-resident the of nature the on depend which rates at tax to subject iscurrently non-residents to distributed income rental Australian-sourced gain. or income the of nature the on depend tax of rates relevant The Issuer. the by distributions their from withheld be usually will tax Trust. This Holding Motorway RiverCity the of gains and income Australian-sourced to entitlement their on tax Australian to subject be generally will purposes tax for Australia of residents not are who Investors Holding Trust Motorway RiverCity from Distributions Investor. the of residence of country the and Australia between any) (if treaty tax relevant the and Investor, the of residence of country the of and Australia of laws tax the Investor, the of circumstances particular the account into taking Units Stapled inthe investing of consequences tax the to inrelation advice tax independent seeks Investor prospective anon-resident that important isvery It purposes. tax income for residents Australian not are who Investors to inrelation comments general 5.3.4 contains Section inthis discussion following The Investors –non-resident 5.3.4 taxation Income registered or required to be registered for GST. for registered be to required or registered are Investors whether and expense the of nature the on depending circumstances incertain available are credits tax input Reduced supplies. taxed input such of inrespect them, to supplies making person another on imposed of in any respect credits GST tax input obtain to unable isgenerally supply the making person the taxed, isinput which asupply on ispayable GST no Although supply. ataxable be A “fi not will taxed, input isinstead which supply”, nancial is supplies”. imposed GST on Act, “taxable Under GST the 5.3.7 GST duty. stamp any attract currently not will redemption or transfer, issue, their ASX on listed be will Units Stapled the As 5.3.6 duty Stamp Close. Financial to precedent conditions the of one are 16D. rulings 51AD Section These and Section both on rulings tax sought has Group Motorway RiverCity 16D5.3.5 51AD Division and Sections considered. be should treaty tax applicable any of relevance possible the test, this under CGT Australian to subject be would anon-resident If fi the during disposal. time the any at before years ve Trust, Holding Motorway Trust RiverCity or Investment Motorway RiverCity either of Units Stapled issued the of more or 10% held associates) its with (together holder that unless Units Stapled their of disposal the on CGT Australian to subject be generally not will account capital on Units Stapled holds who and purposes tax for Australia of aresident isnot who Investor An Units Disposal of Stapled number of tests. other a meets Trust and Investment Motorway in RiverCity units the of 10% least at holds company non-resident a where including circumstances, incertain arise can results Different a15% at rate. payable isgenerally tax withholding the case inwhich treaty, atax has Australia which with acountry of isaresident Investor the unless 30% at tax withholding dividend Australian to subject be generally will Investors non-resident Trust to Investment Motorway RiverCity by paid distributions Unfranked respect of which no GST ispayable. GST no which of respect afi be will in and taxed isinput which supply nancial Investment Trust and RiverCity Motorway Holding Trust: Holding Motorway RiverCity Trust and Investment Motorway RiverCity of capital inthe interest an constitute will Units Stapled the As atrust. of capital the includes is afi asecurity purposes, these For supply. nancial ina“security” interest an of disposal or acquisition provision, the that provide Regulations GST The – – Motorway Holding Trust or to a third party), athird Trust to or Holding Motorway InvestmentRiverCity Trust Motorway and RiverCity to (whether Instalment Final the pay to failure upon Investor the by Units Stapled the of disposal the and sale; of way by Investor the by Units Stapled the of transfer the

PAGE 51 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 52 SECTION 5 – CORPORATE STRUCTURE AND TAXATION This page has been left blank intentionally. blank left been has page This 6 MANAGEMENT BOARD AND

PAGE 53 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 54 SECTION 6 – BOARD AND MANAGEMENT – the: of asummary provides Section This 6.1 OVERVIEW Independent Non-Executive Chairman, age 61 age Chairman, Non-Executive Independent 6.2.1 Morris Robert Mr additional director will be independent. the that isintended It ASX. on Trusts the of listing after time some until appointment of right its exercise to expect not does Australia AMRO ABN withheld. unreasonably be not must approval Issuer, the whose of approval the to issubject appointments these of Trusts. Each the of entity responsible as Issuer the of replacement of date Issuer, the inthe or shares the allof hold to ceases Australia AMRO ABN which on date the of earlier the until Board Group Motorway RiverCity the to a representative nominate to right the has Australia AMRO ABN Agreement, Appointment the 37.5 Under least Units. Stapled million Bilfi and Units at holds Stapled BOT million 40 Berger nger least at holds Investments Motorway Leighton as long so for date, that after and Tolling the of System Commissioning the to prior time any at Board Group Motorway RiverCity the to arepresentative nominate to aright have BOT Bilfi and Investments Berger nger Motorway Leighton Deed, Commitment Equity each of Under Deferred the Chairman). the (including directors non-executive four and Bilfi and BOT Investments Berger nger Motorway Leighton of each by nominated director one including directors six of comprised iscurrently Board Group Motorway RiverCity The BOARD MEMBERS MOTORWAY GROUP 6.2 RIVERCITY – – Distributor Board (Airport Motorway Limited). Eastern the of adirector and Limited) Motorway (Westlink Board M7 the of isadirector Robert projects. road toll M7 Westlink the and Distributor Eastern the for Government Wales South New the to partners its and Contractors Leighton of proposals successful the managed Robert 2002, 1994 to from Transport) Manager, Land General management Group. of Motorway RiverCity and Trusts); the of entity responsible (as Issuer the of Board the 10.5.13); Section (see Deeds Management the under appointed Trusts the of manager the Services,board of of directors Motorway RiverCity the includes which Board, Group Motorway RiverCity held the position of Director and and Director of position the held Leighton Contractors (where he markets. During his time with infrastructure and transport the in clients of arange to advice consulting strategic provides and Airports Management Limited independent of director Macquarie an iscurrently Morris Robert in October 2002. in October Australia Engineers of Institute the of Fellow Honorary an made being and Year 2001 the of Engineer Professional 2004, January Honours Australia of inOrder AM Awarded being including accreditations and appointments awards, prestigious of anumber received has Peter sector. engineering inthe development in business Consultant Project Hollingsworth as consults 1993 now and fi the from retired in Peter rm engineering. management inwaste specialising &Moore Dames with merged Consultants In1989 Guinea. Hollingsworth New Papua and inQueensland tunnels of aspects geotechnical inthe involved 1980s was he late midto Inthe Guinea. New Papua and inAustralia engineering geotechnical and studies impact specialising inenvironmental Consultants Hollingsworth In1974 Asia. founded he South-East and in Australia engineering ingeotechnical consulting Hollingsworth & Coffey of founding the partnered In 1962 Peter Australia.throughout foundations problem and structures concrete prestressed and the Institute of Actuaries. Directors Company of Institute Australian the of Fellow isa and Committee, Advisory Commission Insurance Accident Motor the on aposition has also He Brokers. fi Insurance Wideland brokerage and Mutual CUNA rm), Independent Non-Executive Director, age 77 age Director, Non-Executive Independent 6.2.2 Hollingsworth Peter Mr Independent Non-Executive Director, age 61 age Director, Non-Executive Independent 6.2.3 Rowley Bernard Mr and construction of precast precast of construction and of Warragamba dam, design construction inthe involved was he Guinea, New Papua and Queensland inNorth working in1954. After surveyor licensed in1951 a as Queensland and of University from engineer a civil qualifi Hollingsworth Peter as ed Stockbroking (Queensland based based (Queensland Stockbroking Government), Burrell Queensland the by owned provider energy (wholesale Enertrade including boards of anumber of chairperson iscurrently 10 Bernard years. Offi for Executive Suncorp of cer Chief the was Rowley Bernard skills Group. Motorway to RiverCity management management skills project andstrong proven expertise, management asset extensive brings Peter operational contracts for Rail Access Corporation NSW. and maintenance customer, associated the and Wales South inNew infrastructure allrail of development and maintenance the for responsible was Peter Contractors, Leighton joining Before Limited). Motorway (Westlink Board M7 the of isadirector Wales. Peter South Toll inNew Road Orbital Sydney Western successful the including infrastructure transport operating and Development. Infrastructure for Council Australian the of adirector isalso Trust and Energy Diversifi listed ASX and the of Utility ed isChairman Phil projects. infrastructure of anumber for responsibility management investment and development with Services Offi Financial Chief as Capital his role Lease Lend of cer in culminating Corporation, Lease Lend with executive Non-Executive Director, age 48 age Director, Non-Executive 6.2.6 Mott Charles Mr 44 age Director, 6.2.5 Hicks Peter Mr 52 age Director, Non-Executive 6.2.4 Garling Phil Mr projects including Sydney’s Cross Cross Sydney’s including projects partnership private public in involved been has Charles Bilfi inAustralia. BOT Berger nger for activities project concession in investments for responsible Limited, Pty Concessions ofDirector Bilfi nger Berger isManaging Mott Charles in managing, developing experience extensive has Peter investor. equity an as participated has Contractors Leighton inwhich projects Contractors infrastructure allLeighton for responsible of Leighton Contractors, manager isasenior Hicks Peter senior along-term also was He Offi Tenix of cer Infrastructure. Executive Chief previously was development and investment and ininfrastructure experience years’ 20 over has Limited, Investors Capital AMP with Global Head of Infrastructure the iscurrently Garling Phil and Group Commercial Director. Director. Commercial Group and Offi Financial Chief including cer Hornibrook, Baulderstone Bilfi within company sister positions BOT’s Berger nger fi senior of anumber held Charles Previously nancial Project. Bilfi current the on team BOT Berger nger the led also Charles Motorway. Frankston Mitcham and Tunnel Cove Lane Orbital, Sydney Tunnel,City Western Chairman, age 54 6.3.1 Barry John Mr Trusts. the of entity responsible as Australia, AMRO ABN of subsidiary owned Issuer, the awholly of directors the are following The BOARD MEMBERS MOTORWAY MANAGEMENT 6.3 RIVERCITY See Section 6.2.1. 61 age Director, Non-Executive Independent 6.3.3 Morris Robert Mr Directors. andAccountants a fellow of the Institute of Company Chartered of Institute the of isamember industry, fi inthe experience years’ 25 over has services nancial manager. Gary fund aspecialist Group, Capital Absolute of adirector as acting including inAustralia, capabilities management investment direct Australia’s AMRO ABN for isresponsible Gary role, Inhiscurrent International. Offi Operating Chief the was Challenger of cer Gary Australia, AMRO ABN within hisrole to Prior industry. management inmanagement funds experience the signifi has and Australia AMRO ABN of cant Group Investments the of Head the iscurrently Simon Gary 51 age Director, 6.3.2 Simon Gary Mr banks. investment inmajor positions senior held fi having corporate experience extensive has also nance John group. property International’s Challenger headed He companies. insurance life and management funds various of boards the on was and International Challenger of director executive an was John Australia, AMRO ABN with working to Prior experience. management signifi has He areas. funds cant infrastructure and property bank’s inthe isinvolved and Australia AMRO ABN to aconsultant iscurrently Barry John

PAGE 55 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 56 SECTION 6 – BOARD AND MANAGEMENT long-term sustainable basis. sustainable long-term a on Group Motorway RiverCity of operations the facilitate to necessary levels to reduce staff and management see will operations steady-state that Tunnel.the isexpected It of opening the for prepares Group Motorway RiverCity as peak will levels staff and management that isexpected it Group. Motorway ByRiverCity late construction/Ramp-up, of management the Tunnel for and the of construction suffi the recruited be will manage to cient staff and it management is that During intended construction, early steady-state. and construction/Ramp-up late construction, –early phases distinct three have and time over evolve will Group Motorway RiverCity of structure management The Group. Motorway RiverCity of structure management the for isresponsible Board Group Motorway RiverCity The 6.4 MANAGEMENT STRUCTURE powers diligently and in the best interests of Investors. of interests best inthe and diligently powers their exercise must Issuer the of Issuer. directors the The of directors the and Board Group Motorway RiverCity the of duties and responsibilities practices, essential the and Trusts the of workings the regulate law general the and Constitutions Rules, the Listing the Act, Corporations The 6.5 CORPORATE GOVERNANCE STRUCTURE recruited.are candidates permanent until Group) Motorway RiverCity of Sponsors the as (such Group Motorway RiverCity supporting parties from required as basis a temporary fi to intends Group on ll positions Motorway RiverCity candidates. potential identifying commenced already has Group Motorway To RiverCity end, this secured. readily be can qualifi positions key other for candidates ed isconfi Group suitably that Motorway dent RiverCity is outlined in diagram the below. management structure proposed The Chief Financial Officer Officer Communications Manager Corporate Construction / Chief Executive Engineering Manager Ramp-up Officer Officer management team across these three phases: three these across team management executive core Group’s Motorway RiverCity of part as maintained and established be will positions following The administer operating plans and strategies. and plans operating administer and implement to phase this during appointed be also will Tolling of Operations Manager AGeneral phase. steady-state the of duration the for and to construction from transition the through providers service other and Operator the Council, with interface Group’s Motorway phase manage to RiverCity construction/Ramp-up late the during appointed be will Manager A Contracts Contract. D&C the of implementation the oversee to Manager Engineering an employ also will Group Motorway RiverCity Period, Construction the of stage early the During in relation to the Trusts. the to in relation obligations contractual and regulatory its with compliance Services’ Motorway RiverCity monitor will Issuer the of board the entity, responsible as role its of exercise the In interests. Investors’ of protection the and Trusts the of governance corporate the for responsible ultimately is board Issuer’s the However, Trusts. the of framwork governance corporate the for policies appropriate prepare and develop will Services Motorway RiverCity 10.5.13. inSection out isset Deeds Management the of terms key the of Asummary expertise. Services’ Motorway RiverCity of account taken having and duties, fi its of breach no ensuring of purpose duciary the for solely Services Motorway RiverCity of adecision vary or Services Motorway RiverCity instruct will Issuer The Trust. Holding Motorway RiverCity Trust and Investment Motorway RiverCity the to management services provide to appointed been has Services Motorway RiverCity Deeds, Management the of terms the Under – – – Investor Relations and Marketing Manager. Marketing and Relations Investor Offi Financial Chief and cer; Offi Executive Chief cer; Contracting Manager Operations Ramp-up / General Manager– Tolling at least monthly and more frequently as required. as frequently more and monthly least at held be initially will Board Group Motorway RiverCity the of meetings The required. as frequently more and bi-monthly least at held be initially will meetings board Issuer’s The requirements. Act Corporations the with accordance in committee acompliance appoint also will Issuer The Trusts. the to inrelation operations Services’ Motorway RiverCity monitor to it assist to policy a compliance has Issuer The Board. Group Motorway RiverCity the of conduct the monitor will Issuer the of board The 10.5.13. inSection out is set Deeds Management the of terms key the of A summary Issuer. the by approved be will personnel Key Services. Motorway RiverCity by appointed personnel by performed be will Functions ASIC. with lodged as Constitutions and plans Trusts’ compliance the with inaccordance operated are Trusts the that ensure must Services Motorway RiverCity Trusts. the of governance the for foundations the lay Services, Motorway RiverCity by performed be to functions the out setting Deeds Management The oversight and management for foundations 1: solid Lay Principle statement governance 6.5.2 Corporate below. out isset Standards the with compliance Issuer’s the and Group’s Motorway RiverCity about information and Issuer the and Group Motorway RiverCity applies to that regime governance corporate the fi of Group’s Asummary report. annual rst Motorway inRiverCity included be will statement governance acorporate and regime governance corporate its of details full (www.rivercitymotorway.net.au) website its on include will Group Motorway RiverCity compliance with the Standards. Group’s Motorway RiverCity measure to isappropriate it same as the other entities Group, in Motorway RiverCity the be will Services Motorway RiverCity of board the as Trusts, and the about decisions day to day make to Services Motorway RiverCity engaged has Issuer the As economy.broader the and Investors of interests inthe accountability and performance corporate maximise to designed are and composition, committees and compliance procedures board as such matters encompass Standards The circumstances. particular intheir inappropriate it consider they if aStandard adopted not have they why explain to and Council Governance Corporate ASX by released Standards), (the Recommendations Practice Best and Governance Corporate Good of Principles the with compliance their of extent the reports Listed entities disclose to required are in their annual standards 6.5.1 governance Corporate ASX the compliance committee will be external. of members signifi the of Amajority ASIC. to breach cant any report necessary, if and, Issuer the to back report to and plans compliance the of adequacy the assess regularly to plans, Trusts’ compliance the with compliance Issuer’s the and Services’ Motorway RiverCity monitor to committee acompliance appoint will Issuer the Inaddition, Rules. Listing the with compliance ensure to appointed, are directors independent additional that ensure must Issuer the obtained, not is waiver ASX the If Standards. the with complies respects inallother that and Board Group Motorway RiverCity the of directors independent of a majority of comprised committee risk and audit an appoint to intends Issuer waiver, the ASX an obtaining to Subject reporting in fi 4:Principle integrity Safeguard behaviour. unethical of reports investigating and reporting for individuals of accountability and responsibility the and integrity Issuer’s the and Group’s Motorway in RiverCity confi maintain to necessary standards and dence principles out sets which conduct of acode adopt to intend board Issuer’s the and Board Group Motorway RiverCity The decision making and responsible 3: ethical Principle Promote Group Board. Motorway RiverCity the of Chairman independent the Morris, Robert namely, Issuer, the of board the and Board Group Motorway RiverCity the to common director one be initially will There Trusts. the regarding decisions day to day make to engaged been has Services Motorway RiverCity that given isappropriate boards Issuer’s and Group’s Motorway RiverCity of membership the that isconsidered it Standards, the with comply not does this While independent. be not will whom of majority the directors, three have initially will Issuer the of board The Group’s management team.Motorway executive offi RiverCity to executive chief appointed be also will cer A Board. Group Motorway RiverCity the of Chairman as act will director, independent an Morris, Robert Initially directors. independent of inamajority resulting director, independent another appoint isto intention the directors), independent of majority isno there that (in Standards the with comply not does this Although independent. be will whom of three directors, six of consist initially will Board Group Motorway RiverCity The common board. a share will companies Group Motorway RiverCity qualifi of range experience. and appropriate cations an with directors of comprised be to are board Issuer’s the and Board Group Motorway RiverCity The value add to Board the 2: Structure Principle nancial nancial

PAGE 57 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 58 SECTION 6 – BOARD AND MANAGEMENT Issuer are set out in Sections 7.7.4 inSections out set are Issuer 7.7.5. and the of directors the and Board Group Motorway RiverCity the of directors and Chairman the to paid fees The costs. these the related controlled entities will ultimately be liable for and Trusts the and functions those performing properly in incurred costs its for reimbursed be to isentitled it However, Deeds. Management the under fee management entities. Services is Motorway RiverCity not paid a controlled related the and Trusts the for functions management and administrative the perform to available staff make will Services Motorway RiverCity Deeds, Management the under obligations its with In accordance 7.7. inSection out isset payable fee Trusts. The the of entity responsible as role its of inrespect fees to isentitled Issuer The and 9:Principle responsibly fairly Remunerate annually. undertaken be will committee risk and audit the and Board Group Motorway RiverCity the of performance the of areview that isintended It resources of ABN AMRO Australia. and experts compliance the from support and to access have will Issuer the of directors The knowledge. and skills their enhance and update to education continuing to GroupDirectors will of RiverCity Motorway have access 8:Principle performance Encourage enhanced annually. audited independently and committee compliance the by monitored be will which risks, these manage to plan acompliance adopted and Trusts the to risks of areview completed has Issuer The committee. risk and audit the by monitored be will which policy management risk aformal adopt to intend Issuer the of directors the and Board Group Motorway RiverCity The 7:Principle and Recognise manage risk (FICS). Service Complaints Industry Financial service, resolution dispute industry external the of isamember and system handling complaints internal an has Issuer The information. relevant and timely of delivery isthe policy communications Investor Group’s Motorway RiverCity of cornerstone The Investors of rights the 6: Respect Principle Standards. requirements, having regard to recommendations in the disclosure Rules Listing the with compliance to relation in procedures and policies adopt to together work to intend Issuer the of directors the and Board Group Motorway RiverCity The community. investment wider the and regulators Investors, including all stakeholders, to information accurate and open timely, provide to be will policy Issuer’s the and Group’s Motorway RiverCity disclosure balanced and 5: timely Make Principle be external. will committee compliance the of members the of majority The plans. compliance the with compliance monitor to appointed be committee compliance aseparate that requires Act Corporations the external, be not will Issuer the of directors of majority the that Given Constitutions. the and Act Corporations the with compliance ensure to taken measures the outlines plan compliance The ASIC. with Trusts the of each for plan a compliance lodge to isrequired Issuer the Act, Corporations the of regime scheme investments managed the Under Issuer the of structure Compliance Act. Corporations inthe out set requirements allother and Constitutions and plans Trust’s compliance fulfi and the with under comply they obligations l their that ensure to program acompliance inplace have will Board Group Motorway RiverCity the and Issuer The Board Group Motorway Rivercity of structure Compliance complaints. internal and external procedures to resolve Investor following to iscommitted Issuer the above, discussed Trusts. As the to provided be to services including operations, Group’s Motorway RiverCity to relevant are which areas those cover will conduct of code The Investors. including stakeholders, to obligations legal its with compliance Group’s Motorway RiverCity and Issuer the to relevant matters address will which Issuer the of directors the and Board Group Motorway RiverCity the by adopted be isto conduct of acode that isintended It of stakeholders 10:Principle interests Recognise the legitimate 7 AND COSTS) FEES (INCLUDING INFORMATION ANALYSIS AND FINANCIAL

PAGE 59 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 60 SECTION 7 – FINANCIAL ANALYSIS AND INFORMATION (INCLUDING FEES AND COSTS) akDb ohrta h oni ok aiiy 1,434 Facility) Works Council the than (other Debt Bank Funds of Sources table. following inthe out set Tunnel are the of Completion Construction to Close Financial from period the during Project the of inrespect funds of application and sources projected The 7.1 FUNDS OF APPLICATION AND SOURCES traded or transferred. separately be may unit neither that so together stapled Trust, Holding Motorway inRiverCity unit one Trust and Investment Motorway inRiverCity unit one comprises Unit Stapled Each Unit. $1.00 of Stapled Price per Issue an at Units Stapled 724 million to up of consists Offer The 7.2.1 Offer The – – comprises: funding Tunnel. equity the of The construction fi assist the to during raised be incurred costs of nancing will million $879 to up of funding equity that isexpected It 7.2 FUNDING SOURCES EQUITY System. Processing Data Group’s Motorway RiverCity of cost $1,998 of the and million Price Contract D&C the includes This 5. 4. 3. 2. 1. Notes: Total Reserves Costs Financing and Development Construction During Interest Net Distributions During Construction Construction Cost Funds of Application Total Tranche Equity Deferred DRP via Raised Equity inOffer Raised Equity Facility Works Council received from Council under the Council Works Deed. See Table 10.5.1 for further details. 10.5.1 Table See further Deed. for Works Council Group the under Motorway Council from RiverCity by received System Tolling the of Commissioning the after immediately repaid be will Facility Works Council The Project. the of (if respect in conditions on approval depending planning and Close Financial at rates interest on depending required be not may reserves the of all or Some consultant and adviser fees, arrangement and costs. upfront underwriting fees, development construction, during costs entity project Includes m and Close Financial on set rates byimpacted conditions imposed by General. the Coordinator interest the by impacted be will balances These 2006. March 30 at as rates interest on Based aggregate. $155 raising Tranche in million Equity Deferred the and costs; before million $724 to up of raising Offer the the Allotment Date. Allotment the following 12 payable months be will $0.50 of Instalment Final The Units. Stapled for Application the with paid be will $0.50 of Instalment Initial The instalments. in two Units Stapled their for pay will Offer the under Applicants Project. the of in respect approval planning the to attaching General Coordinator the by required conditions of aresult as required funding equity any and Close Financial to through movements rate interest potential cover to used reserve rate interest the fund to raised be will million $75 to up Offer, Institutional the of part As of credit. Deed is Commitment by secured letters Equity Deferred the under Units Stapled for subscribe to obligation The allotment. their from Units Stapled allother with equally rank will which Units Stapled paid fully for subscribe will Bilfi and Investments BOT Berger nger Motorway Leighton Deed, Commitment Equity Deferred the to Pursuant Tranche7.2.2 Equity Deferred any) attaching to the the to attaching any) fees and other other and fees from payments ay also be be also ay $ million $ million 2,840 2,840 2,003 150 377 235 724 188 183 231 155 1 5 1 1 1 1, 3 1, 2 1, 4 1, Period by the DRP Underwriter with the exception exception the with Underwriter DRP the by Period Distribution Fixed the during underwritten be will DRP The Instalment. Final their fund to Distribution second the Accordingly, Investors should not rely on the payment of Date. Payment Instalment Final the after occur to isscheduled Distribution second the of Payment units. paid fully as issued be will date that after DRP the under issued Units Stapled Date. Payment Instalment Final the on payable $0.50 of balance the with paid, partly be fi the for DRP will the under issued Distribution Units rst Stapled Period. Distribution Fixed the for aDRP offer will Group Motorway Tranche, RiverCity Equity Deferred the and Offer the under raised funds the to In addition P R D 7.2.3 10.5.8. inSection out set is Deed Commitment Equity Deferred the of A summary and Bilfi nger Berger BOT. Investments Motorway Leighton by contributions equity deferred the of payment immediate demand may Lenders the remedied) or waived been has it (unless Documents Financing the under occurs default of event an Where period. liability defects the during Trusts inthe interest an hold will they that and immediately Units Stapled of number alarge sell cannot BOT Berger Bilfi and Investments nger Motorway Leighton means it as isabenefi restriction This Investors Tollingt for System. the of Commissioning the or Date Contribution Equity Deferred the of later the on Investments Motorway Leighton to interest equity its transferring BOT Berger Issuer’s Bilfi Issuer to The consent. has consented nger the with case) each (in except Date Contribution Equity Deferred the after 18 for months subscribed units the of 50% least at and Date Contribution Equity Deferred the after 12 for months Deed Commitment Equity Deferred the under for subscribed units the allof least at hold together to required are BOT Bilfi and Investments Berger nger Motorway Leighton Agreements, Support Sponsor the Under them. of either of subsidiaries the of one to or them of other the to except Tolling the of System, Commissioning the until transferred be cannot Deed Commitment Equity Deferred the under issued Units Stapled the isobtained, Trustee Security the of consent the Unless Bilfi and Project. the to Investments BOT Berger nger Motorway Leighton of commitment the demonstrates and funded fully be to Project the allows Tranche Equity Deferred DRP. the under The for subscribe Investors that Units Stapled of number the of afunction be will and PDS this of date the at known isnot represent will Tranche Equity Deferred the that Units Stapled of percentage The time). that at Units Stapled of price market the of (irrespective Date Contribution Equity Deferred the on Unit Stapled per $1.00 at each Units, Stapled of million $75 for subscribe Bilfi and Units will BOT Stapled of million Berger nger $80 for subscribe will Investments Motorway Leighton Section 10.5.10. 7.4.3 inSection out isset DRP and the of A summary Tunnel. the for requirements funding the of inexcess inplace facilities debt as well as Offer inthe raised equity from funded be will Distributions DRP, inthe cash participate to eligible not are or fi the for DRP inthe Distributions two participate to rst not inwriting elect Investors eligible that To extent the Agreement). Underwriting DRP the of asummary for 10.5.11 Section (see pre-funded be will but underwritten, be not will which 2007 June 30 and 2006 31 December ending periods fi the the of for Distributions two rst Tunnel comprise the following: the Tunnel comprise the of construction fund to used facilities debt three The fi debt similar delivering solutions. nance of their competitive pricing and strong track records in basis the on selected was group bank This Arrangers). Lead (Joint AG LB West and Limited Bank Australia National Limited, Corporation Banking Shanghai and Kong Hong The Limited, Australia Bank HSBC Limited, Australia N.V., AMRO ABN by Calyon underwritten are facilities The facilities. debt bank senior three through provided being Tunnel is the fi of debt The construction the for nancing 7.3 TUNNEL FUNDING THE DEBT OF – – – – – – including: costs associated Tunnel and the of construction and design the fund to Close Financial from available be will Facility Construction the and Facility Works Council Facility, Bridge Equity The Facility and Construction Facility 7.3.1 Works Council Facility, Bridge Equity – – – Completion or approved by the Lenders. the by approved or Completion Construction achieve to incurred costs other and reserves; and accounts Project various the of balances required the funding Lenders; the to due fees other and Debt Senior the to inrelation Period Construction the during incurred expenses other and fees arrangements), hedging under fi payments of (net interest including costs nancing Completion; Construction to prior incurred costs operating fees; advisers’ and fees establishment including costs development construction costs; $1,440 million. to up totalling Facility Construction 10.5.3); Section and (see Deed Side Finance Debt the and Deed Works Council the with inaccordance Council from payment sum alump by Tolling the of System Commissioning the on repaid be to million, $475 to up totalling Facility Works Council $155 million; totalling Facility Bridge Equity

PAGE 61 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 62 SECTION 7 – FINANCIAL ANALYSIS AND INFORMATION (INCLUDING FEES AND COSTS) – to certain conditions precedent including: subject are account that from withdrawals and Lenders the by controlled account an into deposited are drawings The monthly. requested be may Facility Construction and Facility Works Council Facility, Bridge Equity the under Drawings 1 This amount may be impacted by interest rates set at Financial Close. Financial at set rates interest by impacted be may amount This 1 Debt Financethe Side 10.5.3). Deed Section (see and Deed Works Council the with inaccordance Council from payment sum alump by Completion Construction on repaid be will Facility Works Council The System. Tolling the of Commissioning the until monthly capitalise will Facility Works Council the on payments Interest Investments and BilfiMotorway nger Berger BOT. Leighton of contributions equity deferred the of proceeds the with Tolling the of System Commissioning the at repaid be will Facility Bridge Equity The Facility. Term Debt a to convert will it time Tunnel which at the of Completion Construction until capitalise will Facility Construction the on Interest Facility. Construction the by met be will payments interest allfuture whereupon is reached $155 of limit million facility the until monthly capitalise will Facility Bridge Equity the on payments Interest interest). capitalised future for allowance (excluding drawn fully been have Facility Works Council the and Facility Bridge Equity the once drawn be only can Facility Construction The Facility. that on interest of payment the to exclusively applied be will Facility Works Council the of component undrawn The drawn. isfully Facility Bridge Equity the after but Facility Construction the under drawing any before interest) capitalised future for allowance (excluding drawn fully be must Facility Works Council The ispaid. Instalment – – a maximum amount of $360 of amount a maximum to only (but drawn be may Facility Works Council The Facility. that on interest of payment the to exclusively applied be will Facility Bridge Equity the of component undrawn The made. be can Facility Construction the or Facility Works Council the from drawings any before interest) capitalised future for allowance (excluding drawn fully be must Facility Bridge Equity The Construction Completion). to fi to through available funds construction nance suffi are there that cient demonstrates (which test evidencing satisfaction of the cost-to-complete certifi aprogress of agent cate Lenders’ the by receipt and obtained; been have authorisations all necessary issubsisting; default of event no that 1 million) before the Final Final the before million) component ofcomponent their Distributions. deferred tax or capital any including Distributions, their of details the out sets which statement Distribution a with provided be also will Investors purpose. this for Investor the by nominated account the to credit direct by or register the on address Investor’s the to posted acheque by paid be will Distributions by the Lenders. the by agreed otherwise aterm for or months six or three one, of fl the periods has Group interest choosing of exibility Motorway RiverCity Period, Construction the After month. isone period interest the Period, Construction the During 7.3.3 periods Interest – – follows: as mature will Facility Term Debt The maturity). until principal of repayment (no payable be will interest only which of inrespect tranches senior two comprise will Facility Term Debt The Facility. Term Debt the under owing loans to converted be will Facility Construction the under outstanding principal the Completion, Construction Upon 7.3.2 Facilities Term Debt Distributions). of taxation the on information further 5.3 for Section (see basis deferred tax afully on paid be to expected are and capital of areturn be will Period Distribution Fixed the during made Distributions Date. Allotment the from period the for basis rata apro on calculated be will Distribution semi-annual the 2006, 31December to period initial the For fithe Periods). Distribution two rst 12% (for approximately of Instalment Initial the on yield distribution $1.00) annualised of an and Price Issue the on (based Period Distribution Fixed the for annum per 6% of yield adistribution to equate Distributions These until Completion Date 31 DecemberConstruction 2011. Expected the beyond extends Period Distribution Fixed The Period. Distribution Fixed the during annum per Unit Stapled per 6.0 to cents equivalent Distributions semi-annual pay to intends Group Motorway RiverCity Distribution Period 7.4.1 Fixed the during Distributions – – categories: classifi be can Investors to two into ed Distributions 7.4 POLICY DISTRIBUTION repayment 10 years from Financial Close. Financial 10 from years repayment –abullet Facility) Term Debt total of B(50% Tranche and Close; Financial from 8years repayment –abullet Facility) Term Debt total of A(50% Tranche Distributions following the Fixed Distribution Period. Distribution Fixed the following Distributions and Period; Distribution Fixed the during Distributions Period. Distribution Fixed the during those than lower or higher be may Period Concession the of remainder the over Period Distribution Fixed the following Investors to Distributions aresult, As Group. Motorway RiverCity of results operating the on based determined be will Period Distribution Fixed the following period inthe However, Distributions Period. Distribution Fixed the least at for basis, including deferred tax alargely on paid be initially will Distributions these that year. isexpected each It 31December and June 30 ending periods the for basis asemi-annual on Distributions these pay to intend Board Group Motorway RiverCity the and Issuer The accruals. and provisions certain for allowance appropriate making fl cash net allavailable after distribute Investors to to ow Board Group Motorway RiverCity the and Issuer the of it is the Period, intention Distribution Fixed the Following Distribution Period Fixed the 7.4.2 following Distributions 8.5 10.5.6). and Sections (see met not are tests distribution other and covenants fi certain if DRP the to pursuant paid nancial those of inexcess Distributions cash making from Group Motorway RiverCity prevent also may Lenders The information). 10.5.6 Section more (see for incash Distributions make to able be not may Group Motorway RiverCity that so available be not will or inamount limited be will DRP the of underwriting the inwhich circumstances be may Issuer. the There of discretion the at reserve, DRP the of balance the from or Agreement) Underwriting DRP the under (underwritten Units Stapled additional of issue the by funded be will Period Distribution Fixed the during Distributions later for required cash the Tunnel) and the for requirements funding the of excess (in in place facilities debt and Offer inthe raised equity from funded fi the be will for required cash Distributions the two rst DRP, inthe participate not do Investors that To extent the 10.5.10). Section and 7.4.3 Section (see DRP the under Units Stapled further in reinvested be will Units Stapled on due Distributions DRP, inthe participate to Rules DRP the under eligible DRP, inthe isnot or participate to not inwriting elects Investor an unless Period, Distribution Fixed the During 10.5.10). 10.5.6 Sections (see and Units Stapled of form in the Distributions pay to elect may Issuer the of directors the event Inthis apply. longer no restrictions the as time such until Distributions any paid be not will Investors documents, these under required levels the above Debt Senior the of coverage service debt the maintain to suffi generate not fl does cash cient Group Motorway ow RiverCity If Documents. Financing inthe contained restrictions certain to issubject Distributions of Payment is contained in Section 10.5.11. inSection is contained Agreement Underwriting DRP the 2007. of Adescription June 30 and 2006 31December ending periods the for fi the excluding Period, Distributions Distribution two rst Fixed the for Underwriter DRP the by is underwritten DRP The Units. Stapled existing with in allrespects equally rank will DRP the under issued Units Stapled The DRP. inthe participate to ineligible are or Rules DRP the with in accordance inwriting Issuer the notify they unless DRP the under Units Stapled infurther reinvested Distributions their have will market on Units Stapled acquire who Persons DRP. the under issued Units Stapled the by holdings Investors’ other to relative diluted be will Group Motorway DRP, inthe inRiverCity holding their participate not does DRP. inthe Investor an If participate to not elect may they how on instructions with provided be will Investors Date, Allotment the Issuer. the Following notifying by DRP inthe participate to not elect may DRP.the Investor An under Units Stapled infurther reinvested be will Units Stapled the on due DRP, inthe Distributions participate to not inwriting elects Investor eligible an Unless contained in Section 10.5.10. is DRP the of Adescription Price. Average the to discount a5% at DRP the under issued be will Units Stapled Instalment. Final the of payment their fund to Distribution second the of payment Date. Accordingly, Investors should not rely on the Payment Instalment Final the after occur to scheduled is Distribution second the of Payment units. paid fully as issued be will date that after DRP the under issued Units Stapled Date. Payment Instalment Final the on payable $0.50 of balance the with paid, partly be will Distribution fi the for DRP the under issued Units rst Stapled Period. Distribution Fixed the during operate will ADRP 7.4.3 Distribution Reinvestment Plan (DRP)

PAGE 63 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 64 SECTION 7 – FINANCIAL ANALYSIS AND INFORMATION (INCLUDING FEES AND COSTS) bid for the Tunnel relate to: Tunnel relate the bid for Group’s Motorway inRiverCity made assumptions key The Board. Group Motorway RiverCity the of and Issuer the of control the beyond are outcomes actual the cases inmany and assumptions the from different be may outcomes actual fi invarious experts from elds. advice However, obtained Group Motorway RiverCity bidassumptions, the In making 10.5.2). Section (see Deed Project inthe is incorporated inafi which used Model) Financial Case (Base model nancial variables key about assumptions of anumber made Group Motorway RiverCity required, works Council of amount the Indetermining Council. by for paid be to required be would that works those indicate to required was Group Motorway Tunnel, the RiverCity bidfor its of part As 7.5 BIDASSUMPTIONS Project Deed and is described in Section 4.3. inSection isdescribed and Deed Project inthe Tunnel out isset the for structure tolling The 7.5.3 Tolling structure 9. inSection Traffi Letter the Summary Report c Expert’s Traffi the by in out set developed are c Expert methodology profi Ramp-up The Model. the of Financial details and le Case profi Base this its of adopted purposes the for le has Group Motorway RiverCity roads. toll Australian other from traffi observations on based c volumes steady-state initial of 60% at commence will volumes traffi that expects and c 18 Tunnel be will the months for period Ramp-up Traffi the The that anticipates c Expert fi f a Tr 7.5.2 9. in Section Traffi Letter the Summary Report c Expert’s in out set are estimates Traffi these produce to c Expert the by developed traffi the of details methodology c model and estimates Traffi the these by of Asummary c Expert. produced were traffi on that is based estimates c volume Model Financial Case Base Group’s Motorway RiverCity fi f a Tr 7.5.1 – – – – – – – – – – interest costs; infl growth; wages and ation capital expenditure following Construction Completion; construction costs; tolling structure; traffiRamp-up; c traffivolumes; c non-toll revenues. and costs; administration and operating refi re-gearing; and nancing c volumes c c Ramp-up c are assumed to increase with infl with increase to assumed are ation. and dollars 2006 inAugust expressed are costs These below.table in the out isset expenditure capital assumed The Deed. Project the under Group Motorway RiverCity of obligations the account into take will Completion Construction following expenditure capital that assumed has Model Financial Case Base Group’s Motorway RiverCity Completion Construction following 7.5.5 expenditure Capital 9. inSection out isset report Consultant’s Engineering the of asummary and Contract, D&C the of program the and estimated was cost the which on basis the reviewed has Consultant Engineering The 10.5.4. inSection out isset Contract D&C the of Asummary thereafter. months 50 approximately completion for isscheduled and Close Financial after immediately begin to is assumed Construction billion. $2 approximately total costs construction The Contract. Price Fixed Time, isaFixed Group Motorway RiverCity and Builder the between Contract D&C The 7.5.4 costs Construction October 2010 4.15% and October thereafter. annum per to up annum per 4.25% of arate at be would in WCI growth that assumed also Group Motorway RiverCity Period. Concession the of remainder the for annum per 2016 2.75% June and until annum per 2010, 2.96% then October to annum per 3.06% of CPI assumed also has Model Financial Case Base Group’s Motorway RiverCity infl annum. RBA’s per long-term 3% to 2% of range ation the within are which of both 2010 onwards, November from annum 2.75% of per 2010 arate and October until annum per 2.85% of cities) capital eight across infl average anational assumed has (weighted rate ation Model Financial Case Base Group’s Motorway RiverCity fl n I 7.5.6 2051 40+ Expenditure 2050 36–40 2045 31–35 2040 26–30 7.6 2035 21–25 22.1 million) ($ 7.616–20 2030 11–15 Period 2025 16.5 6–10 2020 13.9 2015 1–5 17.3 Completion) Ending 6.8 Construction (post Years 18.9 1.0 (per period) Capital ation and wages growth growth wages and ation aiiy Hde Total Hedged page. this of bottom the at chart inthe isillustrated Period Concession the over outstanding be to assumed debt The Concession Period. the of end the to prior year one maturing debt arefi by followed amortising loans with in2033 style bullet nancing with 6.387% 2014, 2018, Hedged 2028 and Completion, 2023 refi Construction at that assumed been has It undertaken be will nancings fi e R 7.5.8 0.40% 2006. March 30 at as curve swap AFMA the with inline rate interest unhedged along-term assumed has Group Motorway RiverCity 5.987% Close. 2 Financial at set be will apply will 100% that rates hedged actual The 2006. March 30 at as rates Facility interest on Based 1 Notes: 155 1,434 Facility) Term Debt to (Converts Facility Construction Facility Bridge Equity Facility ($ Amount below. table inthe shown as scale asliding on exposure rate interest its hedge will Group Motorway RiverCity operations, During Completion. Construction to up exposure rate interest its hedge fully will Group Motorway RiverCity 7.5.7 Interest costs million) Percent Hedged Base Rate Credit Interest emDb aiiy–TaceB 1.40%– 717 717 Close) Financial of 10th Anniversary (until B –Tranche Facility Term Debt Close) Financial of Anniversary 8th (until 377 A –Tranche Facility Term Debt Tolling the of System) Commissioning the (until Facility Works Council 1,000 1,500 2,000 3,000 2,500 500 Based on interest rates as at 30 March 2006. These balances will be impacted by the interest rates set on Financial Close and a and Close Financial on set rates imposed by General. the Coordinator interest the by impacted be will balances These 2006. March 30 at as rates interest on Based 0 2006 DEBT OUTSTANDING nancing and re-gearing and nancing 0021 0022 0023 0025 2054 2050 2040 2035 2030 2025 2020 2015 2010 Equity Bridge $ millions Construction Facility 2 2 2 2 70% 70% 6.108% 1.60% 6.897% 70% 6.097% 1.40% 6.908% 100% 6.074%1.50% 7.574% 1.50% 7.591% 100% 6.091% Council Works Tranche Years Tranche A 1 Mri Rate Margin Tranche B ny conditions 2045 1

PAGE 65 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 66 SECTION 7 – FINANCIAL ANALYSIS AND INFORMATION (INCLUDING FEES AND COSTS) otIe ($ million) Cost Item Annual fi the at as are operations. of year rst fi dollar All below. directly table inthe out set gures are costs administration and operating annual assumed The costs 7.5.9 administration and Operating Amount increase with infl with increase growth. wages and ation Group, Motorway RiverCity have been assumed to Tunnel and the inmanaging Group Motorway RiverCity by incurred costs those being Costs, Administration services). R&R cost lower for margin ahigher paid be will (Operator margins based percentage afi plus R&R of scale asliding against set margin xed the of cost the paid being Operator the with R&R the out carry to Operator the instruct may Group Motorway RiverCity effective, cost most it considers Group Motorway RiverCity If Period. Concession the of term infl with increase the to over assumed wages and ation been has (R&R) replacement and repairs of cost The Period. Concession the of term infl of the over combination growth wages and ation a representing index an by increase to assumed been have costs These accident. an with associated costs up clean Tunnel, example the on for incidents to responding with associated costs the are Reimbursables collection and enforcement. toll of costs other and tags electronic purchasing of cost the include costs Service Tolling Customer and infl with increase growth. wages and ation to assumed also are 10.1 periods operating subsequent for infl costs of the and combination growth wages and ation fi fi are a operation of with years ve escalate will and xed fi the for costs services rst Core Contract. O&M the under Period Concession entire the for Operator the by performed be will maintenance and operations 4.1Road 30.7 0.4 Total 16.1 Costs Administration Replacement and Repairs Reimbursables, Service Tolling Customer and Road Operations and Maintenance – include: Model Financial Case Base inthe assumed has Group Motorway Specifi RiverCity revenues. that based non-toll c revenues earn to opportunity the have also will Group Motorway RiverCity stream, revenue based toll its to In addition 7.5.10 Non-toll revenue addition to the payments described in the paragraph above. paragraph inthe described payments the to addition in Model Financial Case Base inthe shown year that for revenue the of 30% of amaximum to up level, that above revenues excess the to equal Council the to payments rent lease additional further pay must Group Motorway RiverCity Model, Financial Case Base inthe year, shown as that for projected revenue the of 70% exceeds revenue Group’s Motorway RiverCity Period, Concession the of end the to 36 year of start the from year any during If 10.5.2. Section See Deed. Project the of terms the under Council the to rent lease additional pay to required is Group Motorway RiverCity Model, Financial Case Base inthe profi shown year revenue the particular any for le Group’s Motorway RiverCity Where exceeds revenue 7.6 ADDITIONAL RENT PAYMENTS – the Council exercises this right. this exercises Council the if Tolling the of System Commissioning at million $3.9 Trustee Asset Motorway RiverCity pay to agreed has Council property. Terrace O’Connell the purchase to Trustee’s option Asset Motorway RiverCity terminate Close, Financial of years three within time may, any at profi development Council potential t. The any include not does and valuations land current on is based expectation Hills. This inBowen Terrace O’Connell and Point inKangaroo Avenue Shafston around Project the with associated land from 2011 March quarter the $11.9 in around payable sales inland generate million to expects Group Motorway RiverCity sales: Land infrastructure. telecommunications of installation the for providers through leasing property to telecommunication service and opportunities advertising outdoor through CPI) with (escalated annum per $1million earn to expects also Group Motorway RiverCity revenue: Other Type of fee or cost Amount How and when paid when and How investment Termination fee: investment your of out take you amount fee: Withdrawal Amount amount contributed to your investment Contribution fee: open your investment fee: Establishment fund the of out or in moves money your when Fees cost or fee Type of TABLE 7.7 negotiable. are pages following the on out set costs other or fees the of None investment. your on impact their understand to isimportant it because costs and fees about information allthe read You should 5.3. inSection out set are Tax costs GST. of 7.7 inclusive Section inthis presented costs are and fees All Group. Motorway RiverCity of assets from charged be may that costs other and fees shows Table page 7.7 following the on and below warning Consumer advisory 7.7 COSTS FEES OTHER AND fee calculator to help you check out different fee options. fee different out check you help to calculator fee (ASIC) Commission Investments and Securities the circumstances, own your on fi based to like fees would the of you If impact the see or more, out nd TO FIND OUT MORE fi your or fund the Ask applicable. where costs management and fees contribution lower pay to negotiate to You able be may costs. and fees higher justify services member better of provision the or performance investment superior as such features whether consider You should $100,000 $80,000). to reduce your fi 1% than could rather balance fund your 2%of of costs and fees annual total example, For returns. long-term your on impact asubstantial have can costs and fees and performance investment both in differences Small DID YOU KNOW? nal return by up to 20% over a 30 year period (for example, reduce it from from it reduce example, (for period a30year over 20% to up by return nal The fee on each each on fee The The fee to close your your close to fee The The fee on each each on fee The The fee to to fee The nancial adviser. nancial Nil Not applicable Not applicable Not applicable Not applicable Not Nil Nil Nil Nil website (www.fi website investment do.asic.gov.au) amanaged has Australian Australian

PAGE 67 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 68 SECTION 7 – FINANCIAL ANALYSIS AND INFORMATION (INCLUDING FEES AND COSTS) changing investment options investment changing fee: switching Investment fee Service Offer the out carrying and Trusts the inestablishing incurred costs The costs: establishment and Offer Trusts the operating of expenses and costs ongoing The costs: management Other Type of fee or cost Amount How and when paid when and How Amount investment your managing fee: Management your investment managing for costs and fees The costs Management cost or fee Type of 1 These fees are indexed to CPI annually and cannot be increased without Investor consent. Investor without increased be cannot and annually CPI to indexed are fees These 1 (b) (a) 7.7.1 Costs and Fees of Explanation Additional RiverCity Motorway Group Board (see Section 7.7.4 Section (see Board Group Motorway RiverCity the of directors to paid fees include also expenses These Trusts. the and Group Motorway RiverCity of promotion and tax) and legal audit, (including compliance management, custody, administration, inthe incurred properly expenses include These Group. Motorway inRiverCity entity relevant the of assets the of out Deeds Management the under functions its inperforming it by paid properly isServices entitled be to reimbursed all for costs duties. its performing in Services Motorway RiverCity by incurred expenses and costs of Reimbursement 10.4. inSection summarised are Constitutions Trusts’ Trusts. The the of promotion and tax) and legal audit, (including compliance management, custody, administration, inthe incurred properly expenses include costs Trusts. These the of inrespect duties its of performance proper the to inrelation it by incurred allexpenses for Trusts the of assets the of ofentity the Trusts, is entitled be to reimbursed out responsible as Issuer, capacity the inits Constitutions Trusts. the of entity responsible as duties its performing in Issuer the by incurred expenses and costs of Reimbursement Subject to the Corporations Act, under the the under Act, Corporations the to Subject The fee in fee The The fee for for fee The RiverCity Motorway Motorway RiverCity Nil Not applicable Not Nil the Offer in e.g. invested $7,998 $50,000 every for $50,712,000 approximately be to Estimated 1 inyear Offer inthe e.g. invested $50,000 $1,798 every for $11,400,000 fi the for Estimated approximately be to year rst Offer in year 1 inyear Offer inthe invested $50,000 e.g. every for $99.76 year t n e m t n i o p p a r a e y e fi v its of remainder the for annum per $550,000 fi the for annum per and year $632,500 rst (c)

1 These fees and expenses are summarised below: summarised are expenses and fees These Offer. the and Trusts the of establishment the to relate which expenses and costs incur will or incurred have costs. establishment and Offer summarised 10.5.13. in Section 7.7.5). Section and are Deeds Management The – –

Model at Financial Close. Based on a total atotal on Based Close. Financial at Model Financial Case Base the with in accordance calculated amount an Offer the of proceeds the of out Date Allotment the on Underwriter DRP the to fees: DRP Underwriter’s Issuer. the from receives Underwriter the commission underwriting the of out fee stamping broker the and Members Syndicate other to owing fees pay will Underwriter The million. $29 approximately be would Underwriter the to payable commission underwriting maximum the million, $724 raise will Offer the Assuming Instalment. Final the of payment the underwriting and Offer the of inrespect incurred $250,000 approximately of costs certain of reimbursement Base Case Financial Model of an amount calculated in accordance with the commission underwriting an Offer the of proceeds the of out Date Allotment the on Underwriter fees: Underwriter’s The Issuer will pay to the the to pay will Issuer The for more details more for 7.7.1(c) Section See Offer. proceeds of the from Date Allotment the On details. more for (b) and 7.7.1(a) Section See Group. Motorway RiverCity the in entity relevant the or Trusts the of assets the of out paid time relevant the at In cash assets of the Trusts the of assets the of out paid month, each of day business third the on instalments inequal in arrears monthly payable In cash at Financialat Close, plus The Issuer will pay pay will Issuer The The Trusts Trusts The – – (d)

are summarisedare below: expenses and fees These Project. the of development the to relate which expenses and costs incur will or entities have Group in incurred Motorway RiverCity inTable out 7.7, set costs the to In addition other costs. Transactional and operational – –

drawn down under the debt facilities. debt the under down drawn incash Close, Financial on paid be will expenses 7.7.1(c) Section (see Offer and costs The above). the and Trusts the of establishment the to relate $11.9 which costs approximately these of million for Trusts the from reimbursement seek Trust will Asset Motorway (RiverCity fees. expert and fees advisory professional other and legal Project, the of development the to relating fees advisory fi including Project, the of development nancial and establishment the to inrelation costs their for million $46.3 approximately Sponsors the to pay to agreed Trust has Asset Motorway amount. this Trust for Asset Motorway RiverCity reimburse will Trusts the and Sponsors the Trust to Asset Motorway RiverCity by paid be will amount This Offer. the and Trusts the of establishment the to in relation $11.9 approximately costs of million incurred have Other costs and expenses: and costs Other facilities. debt the under down draw of proceeds the from incash Close, Financial after 3months within inaggregate million $22.5 Sponsors the to pay Trust will Asset Motorway Sponsors development fees: expenses: and costs Other 10.5.8.Section Equity Commitment Deed is summarised in Deferred The Offer. the of proceeds from cash in Close, Financial on fees these pay will Issuer The Deed. Commitment Equity Deferred the of Bilfi terms the under million $3.3 BOT Berger nger of case inthe and million $3.5 approximately Investments Motorway Leighton of case of, inthe Close Financial on fee support equity an receive to Bilfi and entitled are Investments BOT Berger nger Equity Commitment Deed, Leighton Motorway Fee: Support Equity commission is $400,000. underwriting DRP the of amount the million, $20 is adistribution for amount underwriting the if Therefore, costs. certain of reimbursement and Distribution aparticular for amount underwritten the of 2% of commission underwriting a DRP Underwriter DRP the to pay also will Issuer The million. $3.6 approximately be would Underwriter DRP the to payable commission maximum the DRP, the for million $238 of amount underwritten Under the Deferred Deferred the Under RiverCity RiverCity Sponsors The RiverCity RiverCity

Table 2 – Second year after the Allotment Date Allotment the after year Table 2–Second fund of Cost EQUALS $50,000 of Balance Management costs Example Date Allotment the after year Table 1–First products. investment managed other with product this compare to tables in Table these use You 2below. should fi those Date, shown Allotment are the gures after year second inthe different substantially are fees As period. year aone over investment your affect can product this for costs and fees how of example an give tables These 7.7.2 costs and fees annual of Example it er $166,666 $250,000 Group. Motorway RiverCity of chairman as hisrole for $175,000 annum per s e e of f remuneration receives n Morris Robert Mr a m r i a h C 7.7.4 Section 10.5.12. in issummarised Agreement Appointment The $500,000 Nil Later year Fifth Payable Fee Fourth year year third including and Up to exercised Option Option/Put Call or isserved, notice a Retirement inwhich Close Financial Year after follows: as isdetermined fee This Agreement. Appointment the under Australia AMRO ABN to afee pay must Services Motorway RiverCity Agreement, Appointment the with inaccordance Issuer the on isserved notice aretirement or isexercised Option Put or Option Call the If 7.7.3 fee option out buy entity Responsible fund of Cost EQUALS $50,000 of Balance Management costs Example If you had an investment of $50,000 of investment an had you If If you had an investment of $50,000 of investment an had you If fees of $9,895.76 of fees fi charged be would you year rst inthe year the of beginning the at costs) establishment and Offer the includes (This $9,895.76. approximately charged be will you fund in the have you 000 $50 every For fees of $1,003 charged be would you year second inthe year the of beginning the at $1,003approximately charged be will you fund in the have you 000 $50 every For

PAGE 69 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 70 SECTION 7 – FINANCIAL ANALYSIS AND INFORMATION (INCLUDING FEES AND COSTS) reimbursement. cost to entitled be will directors All annum. per $30,000 receive initially will He Trusts’ assets. the of out fees paid ofDirectors the Issuer are entitled to be paid fees out of the Trusts. Initially, Robert Morris will be the only director directors. nominated Sponsor the to apply not does this although reimbursement cost to entitled be will directors non-executive the Inaddition, directors. as role s e their for e inremuneration annum per $70,000 of f afee paid be will Board ’ Group s Motorway r RiverCity the of o directors All t c e r i D 7.7.5 ieCt oowyIvsmn rs mnrt neet 9 821 1,419 2,046 Total Equity Losses – Accumulated interest) Trust (minority Investment Motorway – RiverCity interest) Trust (parent Holding Motorway – RiverCity in: Equity Holders’ Security Stapled Equity Assets Net Completion Total Construction Liabilities Liabilities Total Non-Current Borrowings Liabilities Non-Current Total Assets Assets Total Non-Current Assets Other Assets Intangible Assets Non-Current Assets Total Current Equivalents Cash and Cash Assets Current Sheet Balance Consolidated Pro-Forma established. been recently have Trusts the because fi provided historical been to has comparison No information nancial 9. inSection Report Accountant’s Investigating inthe contained are which PDS, this of date the at as to committed transactions pro-forma the incorporates and Date Completion Construction Expected the at as prepared been has Group Motorway RiverCity for below sheet balance consolidated pro-forma The the entities will be eliminated in the consolidated fi between Trust. Transactions Holding nancial Group. of RiverCity Motorway statements Motorway RiverCity Trust and Investment Motorway RiverCity of statements fi fi the combining consolidated prepare to statements nancial required nancial be will Group Motorway RiverCity SHEET 7.8 BALANCE CONSOLIDATED PRO-FORMA RiverCity Motorway Group Motorway RiverCity $ million 2,232 1,419 2,034 1,419 186 813 813 186 (17) 12 8 RISK FACTORS RISK

PAGE 71 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 72 SECTION 8 – RISK FACTORS – those: include risks These factors. risk of anumber by affected adversely be may Units Stapled the of price market the and Trusts the from Distributions that aware be should investors Prospective 8.1 OVERVIEW traffivolumes. c future about uncertainties inevitably are there Brisbane as such city developing rapidly and inalarge especially and assumptions, and inputs data of sets complex on relies It science. Traffi aprecise isnot forecasting and c modelling prices. fuel and rates toll infrastructure, transport other and roads alternative of proximity and traffi quality the general as such area, inthe c levels Traffi factors by tolls. of level affected be may c volumes Tunnel the and the use vehicles many how on depend will Phase Operating the during Investors to Returns 8.2.1 Traffi RISK 8.2 TRAFFIC – – – relation to any aspect of the Tunnel. the However: of aspect any to relation fisome specifi in and nite Council the from c promises only and warranties, few very receives Group Motorway Tunnel. the RiverCity of operation and construction the from arising allliabilities almost from Council the Tunnel, indemnifi it the and from arising risks the all of es almost for Council) the against (as responsibility accepted has Group Motorway RiverCity Deed, Project the Under this Section. in out set risks the to, limited not are but include, They restore its fi its restore position. nancial to Project the of terms the amend to Council the with Group is Motorway RiverCity entitled to negotiate effect, adverse amaterial have which Events”) specifi some MAE if “Possible (called occur c risks and subcontractors; those to risks operating the of some and risks construction the of all) not (but most on pass which subcontractors, with contracts into entered has Group Motorway RiverCity market. stock inthe investing to general and assets; road toll or ininfrastructure investments to inherent or Tunnel the and Group specifi Motorway RiverCity c to c volumes and toll levels toll and c volumes factors including, but not limited to: limited not but including, factors various by affected adversely be may revenue and volumes Tunnel’s the traffi that risk the bear will c Investors forecast. than lower traffi of risk the bear being c volumes Investors forecasts. its into period this factored has it and levels, forecast the traffi before 18 to up to build up months c volumes take will it that anticipates Group Motorway RiverCity Expert, Traffi the from advice on Based c charged. tolls of level the and route, new the to accustomed become motorists which during up” period, a“ramp face roads toll new All under this indemnity. Traffi the Issuer which the for against claim can c Expert Traffi the against made being claims any of and c Expert risk the bear Investors Therefore, $500,000. of in excess are which PDS in this Traffithe Letter Summary c Report of inclusion the of out arising parties third by claim any Traffi the indemnify for to agreed has c Expert Issuer The 8.6.2 10.5.2). Sections and (see regime effect adverse material the under rights have may Group Motorway closed, are Road) RiverCity then or Lutwyche Motorway Pacifi as traffi Tunnel (such the principal to c connections c the of any Period, Concession the if, during However fi operations. of results and condition nancial Group’s Motorway RiverCity on effect adverse material intraffi a Tunnel have growth could inthe c volumes traffi reduce which the or c volumes developments Any – – – – – – – – – lane on Story Bridge; Story on lane T3 no example for network road surrounding the to changes future and network transport and road local the of parts other Tunnel into the integrating problems bridge; Street Hale the and Link Airport the Bridge, Gateway of duplication the inparticular Tunnel) inBrisbane, the than (other projects road of timing and occurrence the that the Tunnel services. the that Brisbane of area inthe shifts residential and industrial Tunnel; and the to opposition community developments; economic and political other and instability social marketplace; the into e-tolling of penetration the traffi inthe used factors c forecasts; expansion the habits; and patterns travel changing taxation; and rates inflCPI, interest growth, population ation, demographic and economic conditions, including investment return due to a delay in opening the Tunnel. the inopening adelay to due return investment of a loss of risk the and payments, these of risk the bear 8.6.2 10.5.2). Sections and (see regime Investors effect adverse material the under rights have may or parties, third from amounts recover to aright have may Group Motorway RiverCity cases, these of Insome costs. delay Builder’s the pay must Group Motorway RiverCity delayed, is work construction the where circumstances In some 8.6.2 10.5.2). Sections and (see regime effect adverse material the under rights have may or parties, third from amounts recover to aright have may Group Motorway RiverCity cases, these of Insome expected. originally was than later Tunnel iscompleted the of construction if risk the bear Investors case, Inthat date. fi isnot later construction if that by nished completion late for damages liquidated pay to obliged be only will Builder the and extended, be may Date Completion Construction Expected the circumstances, certain Under all. at or returns lost their for Investors compensate suffi be not will damages liquidated to cient the that isarisk There Group. Motorway RiverCity to damages liquidated pay must Builder the Date), Completion Construction Financial Expected Closefrom (the months 50 by completed isnot construction delay. the If the caused that event the of risk the carries Builder the Tunnel, cases the inmost incompleting isadelay there If is responsible. Group Motorway RiverCity which for System, Processing Data the Tunnel, except whole the 8.3 means Section this Tunnel specifi in the to agreed the to Areference cations. and budget within time, on completed be Tunnel not will the that risk principal the bears Builder the consequence, a As Contract. Price Fixed Time, aFixed Tunnel under the build must Builder the Contract, D&C the Under RISKS 8.3 CONSTRUCTION isbuilt. 10.5.2) atunnel such if 8.6.2 Sections and (see regime effect adverse material Group may have Motorway RiverCity rights under the Hillsand Bowen and Woolloongabba of suburbs inner-city Brisbane the connecting isbuilt tunnel road anew if Event MAE isaPossible it Deed Project the under However, networks). transport public and road the improving (including network Brisbane’s transport changing or managing developing, from party other any or associates their or State the Council, the preventing restrictions no are There improved. or built be may speeds travelling faster enable that or toll-free are that roads Alternative transportation. of means new or routes alternative new of construction the and/or routes alternative existing the in Tunnel improvements by traffiThe affected be c may risk 8.2.2 Competition that the Builder recovers from its insurance policies. insurance its from recovers Builder the that proceeds insurance any plus Price, Contract D&C the of 50% at iscapped bond construction or guarantee performance the under or Builder the from indamages recover can Group Motorway RiverCity that amount maximum The Opening Date). Tunnel the after Operator the by caused (or Builder the by site is was that not by discovered discovered or caused the of contamination completed, been has construction if, risk after at remains also Group Motorway RiverCity Motorway Group may haveMotorway rights: RiverCity However, loss. material cause will this that fi to liable be still anticipated isnot it so work, the nish would others the insolvent becomes them of one if groups, Bilfi and Holdings Leighton the both Berger nger from companies comprises Builder the Because construction. the complete to terms other or price adifferent negotiate fi of cost and may delay who subcontractor, anew nding time the bears Group Motorway RiverCity it, terminate to Group Motorway RiverCity leads that inaway Contract D&C the breaches or insolvent, becomes aBuilder If – – material adverse effect regime applies. regime effect adverse material the where or orders regulatory to changes with comply to isrequired expenditure capital where circumstances insome including Group, Motorway RiverCity from in which the Operator is payment entitled to further circumstances limited are There compliance. this of cost afi for the bear Operator generally will which fee, xed the to obligations maintenance and operation its of most contracted has Group Motorway RiverCity Further, 8.6.2 10.5.2). and Sections (see regime effect adverse material the under rights have may Group Motorway RiverCity costs, increased to leads achange such if Therefore, Deed. Project the under Events MAE Possible as classed are measures) security increased certain provide to requirement airfi to law, changes alegal in State and laws ltration changes discriminatory as (such changes However, some standards. inoperating changes and orders regulatory to changes with comply must Group Motorway RiverCity 8.4.1 Tunnel operation 8.4 OPERATION RISKS the Builder. by provided bond construction the under draw to and 10.5.4 details); for Bilfi and Holdings Section Leighton (see Berger nger from guarantee performance the under claim to

PAGE 73 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 74 SECTION 8 – RISK FACTORS Contract (see Section 10.5.5). O&M the under liability Operator’s the of limit the exceeds Operator the by adefault from Group Motorway RiverCity by suffered loss the if risk the bear Investors Further, parties. third from costs those recover to able be not may it costs, administration and operating to increases or standards inoperating changes or orders regulatory to changes with incomplying costs incurs Group Motorway RiverCity that risk the bear Investors Therefore, obtain, depending on the cause of the damage. the of cause the on depending obtain, will Group Motorway RiverCity that policies insurance the under covered be Tunnel also 10.5.2). may the to Damage 8.6.2 and Sections (see regime effect adverse material the under rights have may Group Motorway RiverCity then Event, MAE aPossible from arise repairs the if However, expected. than more cost Tunnel, they if the including to maintenance and repairs major of risk the bear Investors maintenance and 8.4.3 repairs Major amount. lesser some recovering to is limited Group Motorway RiverCity that and challenged are fees administrative Group’s Motorway RiverCity that risk the bear therefore 10.6). Investors Section (see levied are fees those which for tasks various the performing of Group Motorway RiverCity to cost” “reasonable the exceed cannot tolls of enforcement and collection the for fees Administrative 8.6.2 10.5.2). and Sections (see offenders parking pursues currently it as manner inasimilar offenders pursue not does Council the if regime effect adverse material the under rights have may Group Motorway RiverCity However, terms. reasonable on so do to able not is it if risk the bear Investors Date. Tunnel Opening the before Council with arrangements these negotiate to Group Motorway RiverCity for necessary be will It due. when tolls the pay not do who motorists against action enforcement pursue not does Council if that risk the bear also Investors expected. than more cost or successful not are fees usage and tolls recover to motorists against actions recovery debt Group’s Motorway RiverCity if risk the bear also Investors Date. Tunnel Opening the by commissioned be cannot Tolling the if System or expected than more costs it if or expects, it way inthe System Processing Data the maintain and operate obtain, to able isnot Group Motorway RiverCity if risk the bear Investors Period. Construction the during System Processing Data the of components software the supply to contractor a appoint to intends Group Motorway RiverCity Group. Motorway RiverCity by operated and commissioned obtained, be will System Processing Data The 8.4.2 collection Revenue for the Project. the for due are that payments make to needs it drawdowns the make to unable being Group Motorway inRiverCity result may which precedent, conditions these with compliance non- of risk the bear Investors precedent. conditions certain satisfying to issubject Group Motorway RiverCity by facilities debt of disbursement and drawdown Each available being 8.5.2 not debt of Risk Section 10.5.6). (see Units Stapled of form inthe Distribution the pay to elect may directors the event Inthis met. not are tests fi distribution certain if other and covenants nancial Investors to Distributions cash paying Group Motorway RiverCity stop can Lenders the Plan, Reinvestment Distribution the of underwriting the to pursuant securities of sale the of proceeds the and distributions fund to permitted are which accounts reserve relevant the isinsuffi both there If from available cash cient 8.5.1 distributions cash of Payment 8.5 FINANCING RISKS fi Project. the for model nancial inthe assumed basis the on debt of level its increase to isunable Group Motorway RiverCity that arisk is also There expected. refiany than favourable less are nancing of terms the that or facilities, debt these repay to needs it when this do cannot Group Motorway RiverCity that a risk specifi dates, unless refic maturity nanced earlier. is There refi be must facilities debt on term initial nanced The 8.5.4 Refi hedged. be will Debt Senior of amount projected the of 70% for payment interest the Close, Financial following years ten to Completion Construction of Date Expected the From rates. ininterest changes from Group Motorway RiverCity insulate to isintended This hedged. be will Debt Senior of amount projected the for payments interest the of 100% Completion, Construction to Up rates. in interest arise against ahedge with Investors provide should Units infl and rates inStapled in interest investment an ation, movements between correlation observed historical the account Taking into revenues. Group’s Motorway RiverCity ininflincrease increasing tolls, thereby will increase ation an while costs, Group’s Motorway RiverCity increase will rates ininterest increase an example, For returns. Investor on effects opposite have will direction same inthe rates these of Movements direction. same in the move to observed infl been have rates interest and ation term, long inthe However, affected. adversely be may returns Investor increase, rates interest long-term real If risk CPI and 8.5.3 rate Interest nancing risk nancing – – – require: and follows as are precedent conditions main The Close. will that precedent need be to satisfi ed prior Financial to conditions certain are there Deed Project the Under 8.5.5 risk Close Financial 1 earned. any interest applicationrefunded monies. Issuer The is entitled keep to on Applicants to paid be not will Interest Applicants. to refunded be then would monies allapplication cancelled, in the advertised and made be will announcement an cancelled, is Offer the If cancelled. be will Offer the issued, been not have Units Stapled the and 2006 September 30 by occurred not has Close Financial If 2006. 2August about or on occur will Close Financial that isexpected It ASX. on trading conditional and quotation of commencement the satisfi before occur can Close Financial that ed are Board Group Motorway RiverCity the and Issuer the of directors the until allotment and listing of date the delay will Issuer the allotment, and listing for date satisfi being of capable not are Close expected the by ed Financial to precedent conditions the that Underwriter the with inconsultation determine Board Group Motorway RiverCity the and Issuer the of directors the If occur. not will Close Financial date, that by so do to able isnot it If needed. if funding further such obtain to able be to expects Group Motorway fi RiverCity 2006. September 30 by nanciers other from or Lenders the from either this for approval obtain to need will Finance Motorway RiverCity funding, additional require occur. conditions can However, any if is and Financial maintained Return Base Close Case Equity Group’s Motorway RiverCity that such conditions, certain of inrespect Lenders and Builder, Council Operator, the with arrangements inplace has Group Motorway Group.contemplated by Motorway RiverCity RiverCity presently that Tunnel beyond the constructing of time or cost the increase that conditions contain may above to referred report General’s Coordinator The Review Based on interest rates as at 30 March 2006. This amount will be impacted by the interest rates set on Financial Close and may may and Close Financial on set conditions imposed by rates General. the Coordinator interest the by impacted be will amount This 2006. March 30 at as rates interest on Based to its town planning scheme to facilitate the Project. advertised has it amendments makes Council the that and Project; the for approval planning the to conditions new or changed Tunnel any and the of design concept Group’s Motorway RiverCity of account take to areport General, Coordinator the from receive and with consult Council the that Council); to satisfactory are terms those (and Deed Project the under obligations and conflor rights Concessionaires’ the with ict alter materially not do that terms on tollway” government a“local Project the declare State the that Courier Mail and and The Australian , the , the Australian Financial Financial Australian newspapers. If the Offer is Offer the If newspapers. particular time. a at or context inaparticular vary may Group Motorway RiverCity to “material” isconsidered What level. that to up losses of risk the bear Investors Event. MAE Possible a of occurrence the following Project the to changes negotiate may it before effect” adverse a“material have must suffers Group Motorway RiverCity that loss The required. funding immediate the with it provide not may this but Period, Concession alonger or tolls increased through compensation to lead may Council with negotiations its but Event, MAE aPossible of effects the overcome or remedy to expense incur to need may Group Motorway RiverCity that risk the bear Investors Return). Equity Case Base the to up only (but Investors to areturn pay to and Debt Senior the pay to ability previous its restore to Project the to changes negotiate may Group, Group Motorway RiverCity Motorway RiverCity on effect adverse amaterial has it if and occurs, event 10.5.2). an Section such If (see Events MAE Possible defi Deed being as Project The events certain nes Events” MAE “Possible various of 8.6.2 Occurrence million $377 Group Motorway RiverCity pay isto Council 8.6.1 Works Council for Payment 8.6 RISKS GOVERNMENT AND COUNCIL Sections 8.6.2 10.5.2). and Sections (see Deed Project the under Event MAE aPossible be may State the or Council by actions other and law of changes Tunnel. discriminatory the some Also, modifying of cost the pay must Council cases in some and Deed, Project the under Council the of obligation express an to iscontrary action entitled claim to damages the Council, from if the Council’s may Group neverthelessthe law) be Motorway RiverCity under aduty of exercise isinthe action Council’s the where (except However Documents. Project the of terms the to contrary be may this if even powers, executive general their exercise to and law the under powers their exercise to free remain both State the and Council The roads. of operation and construction the to apply that laws State and Council general the to issubject Group Motorway RiverCity Group. Motorway RiverCity Tunnel to or benefi isnot that inaway powers the their cial to exercise may State the or Council the that risk the bear Investors Government or Council by actions 8.6.3 other and Law of Change Council for breach of contract. of breach for Council against action an have would Group Motorway RiverCity pay, although not does Council if risk the bear Investors Tolling the of System. Commissioning the after payment Tunnel. Group is Motorway RiverCity entitled to that the to inrelation works certain of construction the for also be by impacted 1

PAGE 75 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 76 SECTION 8 – RISK FACTORS of the Project and related transactions. transactions. related and Project the of treatment tax the to relating risks any bear will Investors investment. their with inconnection advice tax professional seek to isencouraged Investor prospective Each Investor. each for differ that considerations tax involve may Units Stapled inthe investment An Units. Stapled inthe investing of attractiveness relative and values asset earnings, future the affect may practice administrative and law intaxation Changes 8.7.2 risk Tax Sections 8.6.2 10.5.2). and Sections (see regime effect adverse material the under rights have may Group Motorway RiverCity effect, adverse material a has which occurs event majeure force uninsurable an If Investors. to returns affect adversely may that a risk this making uninsurable, are majeure force of types Some obligations. contractual its perform to ability aparty’s affect can that events, other and war disasters, natural including a party, of control the beyond event an to refers majeure Force majeure. force by isdestroyed it Tunnel, where the including to damage any repair to undertaken has Group Motorway RiverCity 8.7.3 majeure force Uninsurable (Qld), the the (Qld), 2004 Act Payments Industry Construction and the as such legislation Inaddition, amount. or timing terms, of amismatch be may has, there it where However, even practicable. where parties other to risks on pass to attempted has Group Motorway RiverCity investment. equity in aconventional than higher be may documentation this of enforceability or interpretation the over adispute of risk the so complex, are Documents Project The Investors. for investment the of success the to fundamental are parties other and Group Motorway RiverCity between contracts The 8.7.1 risk Documentation 8.7 RISKS OTHER which are set out in Section 10.5. inSection out set are which Summaries Contract Material the read should Investors documentation, with risks associated the appreciate To Council. better the to obligations its for responsible primarily remains Group Motorway RiverCity rights. contractual its enforce or parties third to risks pass can Group Motorway RiverCity which to extent the limit cases the and Civil Liability Act 2003 Act Liability Civil Subcontractors’ Charges Act 1974 (Qld) may in certain incertain may (Qld) Building Building (Qld) (Qld)

– – – – – following: the to, limited not but including, infl be may Units Stapled of factors price by uenced market the that aware be should investors Prospective 8.8 RISKS GENERAL the continuity of its business. business. its of continuity the or Group Motorway RiverCity impacting disturbances signifi cant industrial, contractual or political and markets; inthese sentiment investor general and markets share international and local on prices of level general inthe changes infl and rates ininterest changes ation; regulatory policies; fi ingovernment and changes monetary scal, outlook; economic international and Australian inthe changes 9 REPORTS CONSULTANTS’ EXPERTS’ AND

PAGE 77 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 78 SECTION 9 – EXPERTS’ AND CONSULTANTS’ REPORTS "Deloitte Touche Tohmatsu," other related or names. under the names "Deloitte," "Deloitte& Touche," operating entity legal independent and is separate a other's acts oromissions.Each ofthe firms member any ofits memberliability has any firms each for nor it neither (association), Verein aSwiss is Verein Tohmatsu Verein. As the DeloitteToucheTohmatsu Tohmatsu isa member firm of the Deloitte Touche The Australian partnership ofDeloitte Touche partnership ofDeloitte Touche Tohmatsu. directors may be partners in the Australian consulting, and financial advisory services. Our tax, audit, of areas the in primarily services provide Deloitte Touche Tohmatsu and its related entities Touche Tohmatsu. The Australian partnership of owned bythe Australian partnershipDeloitte of ultimately is Limited Pty Finance Corporate Deloitte above. you. Youmay contact us using the details located FSG bylaw becauseis ourreport being provided to who engagedare us. We required to you an give acting forany person other thanthe party orparties who engaged us to prepare this report. are We not Motorway Group. Youarethe not party orparties respectthe of ofStapled offer RiverCity Units in in RCMML by issued be to PDS the in inclusion prepare an Investigating Accountants’Report for MotorwayManagement Limited (‘RCMML’) to We have been engaged bythe Directors ofRiverCity Information aboutus




contentsthis of include: FSG Financial ServicesLicence (AFSL) No. 241457. The Finance Pty Limited asthe holder ofAustralian Corporate Deloitte to a reference is “our” or “us” Limited 19003833127). The use (ABN of“we”, advice provided byDeloitte Corporate Finance Pty whethertothe use any general of financial product document whose purpose is to assist youin deciding important an is (FSG) Guide Services Financial This Whatis aFinancial Services Guide? 13 June 2006 Guide Services Financial - 1 Part Report ServicesGuideInvestigating an and Accountants’ FinancialNote:consists botha report This of Liability limited by a scheme approved under Professional Standards Legislation. Legislation. Standards Professional under approved scheme a by limited Liability them. them. resolution systemsandaccess howyoucan details ofourinternal and external dispute detailsany potential of conflicts interest of financial product advice may provide we remuneratedin relation to any general how we (and any other relevant parties) are under ourAFSL provide to authorised are we services what arecancontactedwho weand howwe be
clients: wholesale and retail both to services financial following authorisesThe hold we to AFSL us provide the What financial services are we licensed to provide? business. to financial product issuersthein ordinary course of maytimeto time provide from professional services Touche Tohmatsu (and its related bodies corporate) we and the Australian partnership ofDeloitte financial products. However, youshouldthat note relationshipsentities any with that issuers are of We donothave anyassociations formal or Verein. Tohmatsu Touche Deloitte the or entities, related its Tohmatsu, Touche andthe not Australian by partnershipDeloitte of provided byDeloitteCorporate Finance Pty Limited The financial product advicein ourreport is
such as the risks, benefits and costs ofacquiring the contents ofthe offer documentinclude will details about the acquisition ofa financial product. The document is to helpan youmake informed decision the financial product. The purpose ofthe offer relevant offer document provided bythe issuer of recommend youobtainand read carefully the financial product issued another party, we withtheacquisition orpotential acquisition ofa If ouradvice is being provided to youin connection objectives, financial situation orneeds. for you, having regard to yourown personal general advice contained in ourreport is appropriate situation orneeds.should You consider whether the take into account your personal objectives, financial is knownas “general advice” because it does not The financial productadvice provided in ourreport advice we provide Informationthe about general financial product particular financial product. − − − − − − respect of: of: respect to provide general financial product advice in dispose financial of products in respect of: another personto apply for, acquire, vary or to deal in a financial product byarranging for or proposed to issued be a government by debentures, stocks orbonds to be issued interests in managed investment schemes securities. securities. debentures, stocks orbonds issued orto interests in managed investment schemes schemes investment in managed interests securities. securities. services services including investor directed portfolio be issueda government by services services including investor directed portfolio FICS providesadvice free and assistance to Financial Industry Complaints Service (“FICS”). to resolve your complaint, youmay contact the If youare not satisfied with the steps we have taken Sydney NSW 1220 Grosvenor Place PO N250 Box Practice Protection Group Officer Complaints The your complaint writing in to: concerns promptly and equitably. 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PAGE 79 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 80 SECTION 9 – EXPERTS’ AND CONSULTANTS’ REPORTS • You have requestedthat preparean we Investigating Accountants’Report reviewing: erSr Introduction REPORT ACCOUNTANTS’ INVESTIGATING Sirs Dear Sydney 2000 NSW Cnr PhilipBent and Street Level 5, ABN AMRO Tower Trust Holding Motorway RiverCity as Responsible Entity for the RiverCity Motorway Investment Trust and RiverCityMotorwayManagement Limited Directors The 13 June 2006 Liability limited by a scheme approved under Professional Standards Legislation. Legislation. Standards Professional under approved scheme a by limited Liability • Background Information Background contrary. the to stated Referencesthe to Trusts and other terminology used in thisreport have the same meaning asin the PDS unless Motorway Groupexpensesto prior construction completion. theconstruction the of North-SouthBypass Tunnel Project (“Tunnel”meet or“NSBT”)RiverCity and other The proceeds net raised pursuant the to ofStapled Offer Units together with debt facilities will utilised be to fund applyto have the Stapled Unitsthe quoted on AustralianStock Exchange (“ASX”). Instalment of$0.50 per Stapled Unit which will payable be year one from Allotment Date.The Issuer intends to Initial Instalment of$0.50 per Stapled Unit which will payable be at the time ofapplication and a Final in RiverCity Motorway Holding Trust, stapledtogether. The issue price is payabletwo in instalments –an Motorway Group. Each Stapled comprises Unit oneRiverCityin unit Motorway InvestmentTrust and one unit on orabout 13June 2006 in respect ofthe offer ofup to 724 million Stapled Units at $1.00 (“RCMML” or“the Issuer”) forinclusionin a Product Disclosure Statement (“PDS”) toissued be RCMML by This report has beenat preparedthe request ofthe Directors ofRiverCityMotorwayManagement Limited Scope ofReport for assumed is the It this purposes of reportthatFinancial Close. Closeand Allotment the Date occursame on Financial day. from years 45 of term a has Deed Project The Deed. Project the to pursuant RiverCityMotorway Grouphas been granted the right finance, to design,construct and operate the NSBT of this report (“Allotment Balance Sheet”); and and Sheet”); Balance (“Allotment report this of date the at as A, Appendix 1, Note in disclosed as transactions, Date Allotment the of completion assumes the pro-formaconsolidated balancesheetthe RiverCity of Motorway Groupand notesthereto which assumes completion of the Allotment Date and the Construction Completion transactions, as disclosed in in disclosed as Note Appendixthe 1, as at A, date this of report (“Construction transactions, CompletionBalance Sheet”). Completion Construction the and Date Allotment the of completion assumes the pro-formaconsolidated balancesheetthe RiverCity of Motorway Groupand notesthereto which www.deloitte.com.au 7001 29322 (0) +61 Fax: 7000 9322 2 (0) +61 Tel: Australia 1220 NSW Sydney N250 Box PO 2000 NSW Sydney Street 225 George Place Grosvenor 241457 AFSL No. A.B.N. 19 003 833 127 Deloitte Corporate FinancePty Limited each in RiverCity RiverCity in each Statement less thanin given audit. an have We notperformedaudit accordingly, anand express donot we audit an opinion. These procedures donotprovide all the evidencethatbe required would in audit, an thus the levelassurance of is financial data the and evaluation ofaccounting policies used. documentationthe pro-forma for adjustments, discussionsthe with advisors, analytical proceduresapplied the to Standard 902“Review ofFinancialReports”. Ourreview was limited primarily to examination ofsupporting Our reviewthePro-Forma of Financial Information has conducted been in accordance with Australian Auditing describedinto Appendix report. this A professional reporting requirementsin Australia effectiveatthe as date this of report the and accounting policies the Pro-FormaFinancial Information is presented not fairly in accordance with A-IFRS, othermandatory whether, onthe basis ofthe procedures described,anything has come to ourattention which would indicate that In our role as Investigating Accountants, we have reviewed the Pro-Forma Financial Information in order to state describedinto Appendix report. this A professional reporting requirementsin Australia effectiveatthe as date this of report the and accounting policies in Australianequivalents to International FinancialReporting Standards (“A-IFRS”), other mandatory Information,which has been prepared in accordance the with recognition and measurement principles prescribed The Directors ofRCMML, asthe Responsible Entity ofthe Trusts, are responsible forthe Pro-Forma Financial report. this to A Together refer we to the above hereafter as the “Pro-FormaFinancial Information” which is set out in Appendix Director J Duivenvoorde Yours faithfully Informationcontained this in to report misleading. be to, the adjustment Pro-Forma or Financial on, Information containedcomment in this report, orwhich require would cause would the Pro-Formawhich Financial PDS, the or report this in with dealt matters the than other transactions orevents outside ofthe ordinary course ofbusiness ofRiverCityMotorway Grouphave occurred, theUp to date this of report, nothingattentionto come our has that causeto would us believe material Events Subsequent • • the Pro-Forma Financial Information setin outto this Appendix A report does not present fairly: Based onourreview, which isan not audit, have we not become aware ofany matterthat makes us believethat describedinto Appendix report. this A professional reporting requirementsin Australia effectiveatthe as date this of report the and accounting policies in accordance with the recognition and measurement principles prescribed in A-IFRS, other mandatory assumes completion of the Allotment Date and the Construction Completion transactions, as disclosed in in disclosed as Notethe Appendix as 1, at date A, this of report transactions, Completion Construction the and Date Allotment the of completion assumes the pro-formaconsolidated balancesheetthe RiverCity of Motorway Groupand notesthereto which of this date the report; andat as A, Appendix 1, Note in disclosed as transactions, Date Allotment the of completion assumes the pro-formaconsolidated balancesheetthe RiverCity of Motorway Groupand notesthereto which Page 4

PAGE 81 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 82 SECTION 9 – EXPERTS’ AND CONSULTANTS’ REPORTS $ million $ million million $ million $ assets Current Non-current liabilities liabilities Non-current Total assets Note assets Non-current BALANCE SHEETS CONSOLIDATED PRO-FORMA GROUP RIVERCITY MOTORWAY out onthe following pages. Notesandto forming the part of pro-formaconsolidated balance sheetsRiverCity ofthe Motorway Groupare set Equity Net Assets liabilities Total Total current assets Total non-current liabilities liabilities non-current Total Total Equity Equity Total Total non-current assets assets Total non-current Borrowings 7 Payables 6 - 25 1,419 - te ses 5 12 2,034 50 58 5 4 Other assets Intangible assets ahadcs qiaet 3 3 186 234 3 Cashcash and equivalents cuuae oss (17) - 9 821 3 314 8 8 Accumulated losses - RiverCityMotorway Investment Trust (minority interest) - RiverCityMotorway Holding Trust (parent interest) Stapled securityholders’ equity in: Allotment Allotment 234 186 342 2,232 108 2,046 317 813 317 813 25 1,419 25 1,419 Construction Construction Completion APPENDIX A APPENDIX Page A1 Page Assumptions – Construction Completion • • • AssumptionsAllotment – Date Construction Completion transactionsasatthis the date of report. of date the at as thistransactions report, and Date in the Construction Allotment Completion the balance of sheet, assumes completion completion ofthe Allotmentassumes Date and sheet, balance Allotment the in and report BasisPreparation of Financial Pro-Forma ofthe Information The pro-forma consolidated balance sheets have been prepared based oninformation knownas at the date ofthis 1. • • • • • • • • • Instruments by theRiverCity Motorway Groupwillthe meetcriteria hedge for accounting under RiverCityMotorway Grouphas enteredinto interest rate swaps, forwhich it assumed that hedgestaken out and DRP; the with accordance in issued are Units Stapled of $4.0 million forproviding the DRP Underwriting facility, which has been capitalised asasset an until RiverCityMotorway Grouphas paid the underwritersthe Distribution of Reinvestment a (“DRP”) fee Plan (currently expectedtoConstruction occur onthe Completion); Commitment which Deed has been capitalisedassetasan until the Deferred EquityContribution Date equity support fee of$6.2 million in consideration fortheir agreementto enter into the Deferred Equity The RiverCityMotorway Grouphas paid Leighton Motorway Investments and Bilfinger Berger BOT an Councilfrom the a nominal for purchase price,which has been capitalised in other non-current assets; TheRiverCity Motorway Grouphas obtained a putto acquire option freehold land valuedat million, $11.9 $155 million; costs during constructiontheandNSBT of repaid total using the proceedsthe Deferred of EquityTranche of The Equity Bridge Facility of$155million, including $37.6 million ofinterest, has been fully drawn to fund Construction Completion); Units at $1.00 per Stapled Unit onthe Deferred Equity Contribution Date (currently expected to occur at LeightonMotorway InvestmentsBilfingerand BergerBOT have subscribed for$155million ofStapled TheEquity Final Instalment of$0.50 Stapled per has been Unit receivedin full; and capitalised as part of intangible assets; intangible of part as capitalised and theCouncil that are attributablethe to design and construction oftheThese NSBT. costs have been deferred RiverCityMotorway Grouphasincurred costs of$70.4 million priorentering to into the Project Deed with years Financial from Close; RiverCityMotorway the Group to right finance, design, construct and operate the fora NSBT period of45 RiverCityMotorway Grouphas entered into a Project with Deed theCouncil. This Project Deed grants the drawn; are facilities the until asset Bridge Facility,Council the Works Tranche andConstruction the Facility, which have been capitalised asan RiverCityMotorway Grouphas incurred costs of$27.8 million in relationthe toarrangement the of Equity nettedagainst the proceeds raised; RiverCityMotorway Grouphas incurred costs of$32.4 millionissueto the Stapled Units been which have Date; Allotment at liability a as disclosed is and investors to returned be will alloted, paid one the year Allotment from and Date will be recognised when received.The $25million raised but not Stapledas Unit at Allotment Date ($349.5 million).The Final Instalment of$0.50 per Stapledis Unitto be a total of699million Stapled Units. Units issued pursuantto the Offer, have been partlyto paid $0.50 per Pursuanttheto RiverCity Offer, Motorwayisintending Group to raise totalmillion a upto of $724 allot and and remain effective over the period from Allotment Date to Construction Completion. Construction to Date Allotment from period the over effective remain and AASB 139Financial APPENDIX A APPENDIX Page A2 Page

PAGE 83 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 84 SECTION 9 – EXPERTS’ AND CONSULTANTS’ REPORTS • • • . BasisPreparation of Pro-Forma ofthe Information (cont’d) Assumptions – Construction Completion (cont’d) 1. • • • • • • • • • An amount of$28m interest income and are included within accumulated losses at Construction Completion. Completion. Construction at losses accumulated within included are and income interest Interestincome of$14.0 million earnedthe over to period Construction Completion has been recordedas and are included within accumulatedlossesConstruction at Completion; and meetthecriteria forinitialcapitalisation haveexpensed been during theConstructionto period Completion Completion, have been capitalised as part ofintangible assets. Operating costs of$31.5 million which donot Costs of$32.0 m capital the basis on that accounting no profit is generated during this period; this period. Distributions during the periodConstruction to Completion have been disclosed as a return of Completion have been reinvested in further Stapled Units inaccordance with the underwritten DRP during Fixed distributionsmillion of$145.1in respect the Stapled of Units between 1JulyConstruction 2007and cash; in paid be will distribution million) are reinvestedin further Stapled Unitsin accordance with the and DRP, 20% ($8.5 million) ofthis June 2007have not been underwritten. Ofthe fixed distributions, it has been assumed that 80% ($33.9 Fixed distributions of$42.4 million in respect oftheStapled Units forthe period from Allotment Dateto 30 million); of $1,621 million (excluding Council works constructed pursuant to theCouncil Works Deed of$377 Completion and the construction contractor has been paidthe fixed DesignConstruction and Contract price Construction ofthe NSBT, including tolling systems and equipment, has been completed as atConstruction costs)Constructionto prior Completion that have been deferredcapitalised and intangible as part of assets; borrowings and interestcosts of$259.1 million (including $14.6 million ofamortised upfront borrowing RiverCityMotorway Grouphas incurredcosts million of$29.0 incommitment ongoing relation in fees to The Underwriting DRP feemillion, of$4.0 previously capitalisedasan asset, has beenagainst offset equity; raised; proceeds against netted been has asset, an as capitalised previously The equitysupport fee of$6.2 millionin relation the toarrangement the of Deferred EquityCommitment, borrowings; The upfront borrowing costs of$27.8 million, previously capitalised as an asset, have been offset against the Term Debt Facilities and have been offset against borrowings; $7 million were paid orpayableto the senior lenders at thetimethe Construction Facility was converted to NSBTconverted andthe toTerm Debt FacilitiesConstructionas at Completion. Additional upfront fees of TheConstruction Facility of$1,434 million has been drawn fully to fundcostsconstruction during ofthe in respect constructed ofworks pursuantCouncil the to Works Deed; fund costs during construction ofthe NSBTand repaid using the total proceeds of$377million from Council TheCouncil Works Tranche million, of$377 including million $78.5 interest, of has been fully to drawn equity; and assets intangible DeferredEquity Tranche, has been recognised overperiod the ofconstruction and is included within illion directly attributable to construction, incurred during the period to Construction Construction to period the during incurred construction, to attributable directly illion illion, which represents the estimated fair value of the equity instrument relating to the the to relating instrument equity the of value fair estimated the represents which illion, APPENDIX A APPENDIX Page A3 Page RiverCityMotorway Grouphave been eliminatedin full. consolidated balance sheets. Inpreparingthe pro-formaconsolidated balance sheets,all transactions within Trust.Consistent accounting policiesemployed have beenin the preparationand presentation the pro-forma of entities byownership interestits and controlledentities bycontractalone being RiverCityMotorway Investment entities that the all comprise of RiverCity Motorway statements Group being RiverCity financial the Motorway Holding consolidating Trust and by its controlled prepared been have sheets balance consolidated pro-forma The sheets. balance consolidated pro-forma the in Interest Minority a as treated is trust that of equity the Trust, Units onissue. As the parent entity does not have an ownership interest in the RiverCity Motorway Investment the parent entity ofRiverCity Motorway Grouponthe basis thatit comprises 99% ofthe value ofthe Stapled In preparingthe pro-forma consolidated balance sheets,RiverCity Motorway Trust Holding has been identified as Group. Motorway RiverCity the of consolidation on required is adjustment value fair no aresult, As Trust. each in RiverCity the of Motorway Groupoccurred prior to awarding the combination Project the when Deed there were only nominal assets Accordingly, and liabilities Deed. Project the into entering to prior ASIC and with registered stapled were Trust Holding Motorway RiverCity and Trust Investment Motorway RiverCity in Units AASB and 3 AASB of principles the with accordance acquirer orparent entity. The parententity would be required to prepare consolidated financial statements in However, UIGInterpretation 1002requires entities combining under stapling arrangementsto identify one entity AASB 3“Business Combinations” currently excludes stapling arrangements from the scope ofAASB 3. Principles of Consolidation (b) forma balanceRiverCity sheets for MotorwayGroup: The following significant accounting policies have been adopted in the preparation and presentation ofthe pro- transactionsand other events is reported. satisfiesthe concepts ofrelevance and reliability, thereby ensuring thatthe substance ofthe underlying Accounting policies are selected and appliedin a manner which ensuresthat the resulting financial information the values fair the consideration of givenexchange inassets.the for The pro-forma consolidated balance sheets have been prepared onthe basis ofhistorical cost. Cost is based on the directorsthe believeAppendix contains adequate information forthe purposes ofthis PDS. Corporations Act 2001 The Pro-Forma Financial Information does not comply with allthe disclosure requirements setin out the Australia. and measurement principles prescribed recognition in and mandatory A-IFRS other the professional reporting with requirements in accordance in prepared been have sheets balance consolidated pro-forma The Basis ofAccounting Policies Accounting of Summary (a) 2. , A-IFRS and other mandatory professional reporting requirements in Australia, however 127 “Consolidated and Separate Financial Statements”. APPENDIX A APPENDIX Page A4 Page

PAGE 85 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 86 SECTION 9 – EXPERTS’ AND CONSULTANTS’ REPORTS rate method. redemption value being recognised in profitand loss over the period ofthe borrowing using the effective interest borrowings are measured at amortised cost with any difference between the initial recognised amount and the Borrowingsare recorded initially at fair value, oftransaction net costs. Subsequent initial to recognition, (e) Borrowings and Borrowing Completion. Costs TheRight the to Projectisamortised Deed over the period ofthe Project Deed, being 41yearsConstruction from asset. intangible concession services. Noprofit orloss has been recognised onthe exchangeconstruction of services forthe recognised as the Council does have not the primary obligationRiverCity pay to Motorway Groupforthe representing asset, the cost ofconstruction intangible an services providedexchange in fortheRight Completion the to Project Deed, will atConstruction be D14, interpretation draft with accordance in Therefore, leases. of exclusion the to applied be to guidance interpretation draft initial Arrangement Contains aLease stand. Further, the IFRICagreed, March in that 2006, Interpretation IFRIC 4 arrangements. InOctober 2005the IFRICconfirmed its intention to proceed with the proposals as they currently Arrangements Intangible –The AssetModel Service Concession Arrangements –Determining theAccounting Model guidanceavailable from the International Financial Reporting InterpretationsCommittee (IFRIC) Drafts D12 Although not yet adopted bythethe AASB, RiverCityMotorway Grouphas applied the draft interpretation /Intangibles Concession Service (d) Trust. Holding Motorway RiverCity unitholderseach year. Accordingly, incometaxand tax-effect accounting will not applied be in relationto the not be liable forincometax the under Act, providedthat the taxableincome ofthe Trust is fully distributed to Pursuanttheto provisions ofDivision oftheit Act, 6A is intendedthe RiverCity Motorway Trust Holding will classificationthe related of orequity debt instruments. Interest and dividendsareclassified as expenses oras distributions ofprofit,consistent the with balancesheet Interest anddividends thoseinstruments notbeen issued. directlyin connection withtheissue those of equityinstruments incurred are and that which would not costs have the been incurred are had costs Transaction relate. costs the which to instruments equity the of proceeds Transaction costsarising on the issue ofStapled recognised Units are directlyin equity as reduction a the of Transaction costs onthe issueequity of instruments Debtequity and instruments Group bythe Financial Issued Instruments (f) Borrowing costs directly attributable to assets under construction are capitalised as part of the cost of those assets. opn o income tax purposes. company for the RiverCityMotorway Investment Trust will treated be as a public trading trustand effectively treated as a Pursuantto the provisions ofDivisionthe of Tax 6C Assessment Income 1936(“the Act Act”),is itintended that RiverCityMotorway Investment Trust (cont’d) Policies Accounting of Summary (c) Income Tax 2. Debt and equity instruments are classified as either liabilities or as equity in accordance with the substance of the the of substance the contractual with arrangement. accordance in equity as or liabilities either as classified are instruments equity and Debt RiverCityMotorway Holding Trust should be amended to exclude service concession arrangements,leaving the , provide which additional guidance onservice concession and D14 Determining Whether an Service Concession Concession Service APPENDIX A APPENDIX Page A5 Page te eevs 20 66 26 41 - - - - 49 50 234 186 Total Other reserves Debt service reserve Ramp upreserve Interest rate reserve DRP reserve Equivalents Cash and Cash Cash 3. 135 33 ihst rjc ed 8 2,034 58 Rights to Project Deed 4. Intangibles (non-current) report. this to 11 note in disclosed are instruments financial expires oris sold,terminated, exercised, longer orno qualifies forhedge accounting. Further details ofderivative probable forecast transactions (cash flow hedges). Hedge accounting is discontinued the when hedgeinstrument of the fair value ofrecognised assets orliabilities orfirmcommitments (fair value hedges), hedges ofhighly nature of the hedge relationship. The River City Motorway Group designates certain derivatives as either hedges effectiveasainstrument, hedging inevent,timing which the ofthe recognitioninloss profit depends or onthe date. The resulting gain orlossis recognised in profit orloss immediately unless the derivative is designated and date derivative a contractisentered into and are subsequently remeasuredtheir to faireach value at reporting exposure to interest rate risk, including interest rate swaps. Derivatives are initially recognised at fair value onthe TheRiverCity Motorway Groupentity entersinto variety a ofderivative financialinstruments manage to its (cont’d) Policies Accounting of Summary Derivative(g) Financial Instruments 2.

aal oivsos–ualtduis 5 - 12 - 25 12 38 PayablesPayableinvestorsto –unalloted units 6. Optionto purchase freehold land Other Assets (non-current) Deferred establishment debt costs 5. 50 12 Allotment Allotment Allotment Allotment $ million million $ $ million million $ Construction Construction Construction Construction Completion Completion $ million million $ $ million million $ APPENDIX A APPENDIX Page A6 Page

PAGE 87 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 88 SECTION 9 – EXPERTS’ AND CONSULTANTS’ REPORTS - 1,419 Motorway Group: RiverCity of assets the against BorrowingsSecured (non-current) 7. 8. Stapled Securityholders’ Equity

Unit issue costs costs issue Unit the DRP to Stapled (iii) Units pursuant issued (iii) Capital of -Return Distributions issue Equity Deferred the to pursuant Trust issued Investment Motorway Stapled Units RiverCity in (ii) issue the Equity Deferred to pursuant Trust issued Holding Motorway Stapled Units RiverCity in Offer the to pursuant issued Trust Investment Motorway Stapled Units RiverCity in the Offer (i) to pursuant Trust issued Holding Motorway Stapled Units RiverCity in contracts as disclosedin note 11. theRiverCity PDS. Motorway Groupwill hedgeits interest rate exposurethrough various interest rate swap interest rate (including margins)and other conditions associatedthese with facilitiesare describedin Section 7of Facilities.termsand The conditions ofeach tranche ofsenior debt,including thetermto maturity, the relevant On Construction Completion the principal outstanding under the Construction Facility is converted to Term Debt reinvested in further Stapled Units the under Unitholders DRP. elect may participate notto the in DRP. Units. Unless Unitholders elect otherwisein writing, distributions payablethe Stapled on Units will be Completion. Stapled Units willissued be under the DRP at a 5% discount to the Average Price ofthe Stapled RiverCityMotorway Grouphas established a DRP which will operate between Allotment Date and Construction the Unitholders during the 66month period from AllotmentDate. (iii) Fixed distributionscents of6.0 per Stapled per Unit are annum expected to paid be a semi-annual on basis to Completion. Construction at equity within included been has Tranche Equity Deferred the secured bydirect letters pay ofcredit. Theestimated fair value ($28million) ofthe equity instrument relating to Completion). The obligation to subscribe forStapled Units under the Deferred EquityCommitment Deed is $1.00 per Stapled onthe Unit DeferredEquityContribution Date (currently expectedtoConstruction occur on (ii) Pursuant to the Deferred Equity Commitment Deed, $155million ofStapled Units will be subscribed forat fully underwrittenas is partinitial ofthe applicationthe receivable Stapled for The Units. Date. Allotment from year one receivable is Unit Stapled per $0.50 of Instalment Final The (i) 317 830 orwn ot - (21) - 720 720 - - Borrowing costs Term Debt FacilityB –Tranche Term Debt Facility –Tranche A

(32) - - (43) - 179 (188) - 2 181 Allotment Allotment Allotment Allotment $ million million $ $ million million $ 4 692 346 37 Construction Construction Construction Construction Completion Completion $ million million $ $ million million $ APPENDIX A APPENDIX Page A7 Page ae hnfv er 5 - 13 52 - Laterthan years five years Laterthan oneandlater year not than five Payablelater than not one year follows: as payable are for, but not recognisedin the balance sheet, Non-cancellable operating leases contracted renegotiatedevery five years. Completion. The lease amount is ends65 41years from Construction that a term with agreement, maintenance Operating leases relateto operation an and Operatingleases (a) Expenditure 9. Commitments 65

. Stapled TheSecurityholders’ first Equity twofixed(cont’d) distributionstotalling $42.4 million on31D 8. ae hnfv er - - - - 538 Laterthan years five years 1,460 Laterthan oneandlater year not than five Payablelater than not one year follows: as payable are sheet, balance contracted for, but not recognised in the Non-cancellable construction commitments Date. Allotment expected period of50months from required construction activities over the the complete to contract a construction 1,998 RiverCityMotorway Grouphas entered into (b) Capital expenditure - purpose of this report, it has been assumed that interest rates at Financial Close are equal to the interest rates at 30 at30 March 2006. rates interest the to equal are Close at Financial rates interest that assumed been ithas report, this of purpose the For capital. of a return as returned be will proceeds incremental any Date, Allotment to prior decrease rates allotted to theextent required. Anyincremental amounts will be returned in cash. Conversely, where interest eventthat interest ratesincrease prior to Allotment Date.Should this occur,additional Stapled Units will be (iv) Additional proceeds of$25million are expectedto be to raised protect RiverCity the Motorway the Groupin of capital onthe assumptionthataccounting no is profit generated during this period. Distributions during the period from Allotment Dateto Construction Completion have been disclosed as a return funded bythe issue Stapled Units. ofnew Completion are fully underwritten bythe DRP Underwriter, whereby any cash distributions during this period are underwritten. Thereafter, fixed distributions payable toUnitholdersthe during periodConstruction to 13 52

Allotment Allotment $ million million $ ecember ecember - Construction Construction Completion $ million million $ 2006 and 30June 2007are not APPENDIX A APPENDIX Page A8 Page

PAGE 89 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 90 SECTION 9 – EXPERTS’ AND CONSULTANTS’ REPORTS rw - - Committed Drawn Facility Bridge Equity Financing 10. Facilities 155 - ahadcs qiaet Mre 16 - 186 - - 186 Market Cashand cash equivalents Financial Assets - - Committed Drawn BCC Facility 377 - eg neetrt wp 69 144 144 - - - (1,434) 1,434 - 6.90 (1,434) (532) Hedge Interest rate swaps Borrowings Financial Liabilities 1,966 7.49 6.68 Completion Construction - Hedge Interest rate swaps (1,434) Financial Liabilities 186 - - Allotment Close. Financial at set be will that rates interest the - by impacted be will rates Construction Completion.Thistable is based oninterest rates at 30March 2006. These balancesand the interest The following table detailsRiverCity Motorway Group’s exposure to interest rate risk as at Allotment Dateand (1,434) Financial 11. Instruments PDS. the of 7 (1,434)Section 2,200 capital expenditure, interest and other expenses incurred during the Construction Period, which are outlined in Completion,areaccordancein made a with committed schedule drawdown and will to be used fundcommitted Drawdowns ofthe Construction Facility, which is converted to theTerm Debt Facilities onConstruction Committed - Drawn Facilities Debt Term Committed Drawn (532) Construction Facility - - (1,248) 1,434 (1,434) 234 1,434 - 1,434 ahadcs qiaet Mre 24 - 234 - - 234 Market Cashand cash equivalents Financial Assets $ million $ million $

Average Average Interest Interest Interest Rate Rate Rate (%) (%)

Allotment Allotment $ million million $ Variable Variable Variable Interest Interest Interest Rate Rate Rate 1-5 years 1-5 years Interest Interest Interest Interest Fixed Fixed Rate Rate Rate Rate Construction Construction Completion $ million million $ > 5years er Total > 5years Interest Interest Interest Interest Fixed Fixed Rate Rate Rate Rate APPENDIX A APPENDIX Total Total Page A9 Page Motorway Investment Trust and the RiverCity Motorway HoldingTrust(together, the“RiverCityMotorway InvestmentTrust andtheRiverCityMotorway 2006, forthe offering, byRiverCityMotorway ManagementLimited, ofstapledunitsintheRiverCity scenario for consideration by thedebtmarketapplies additional conservative assumptions,as wellas a population growth,employment, landuseandeconomic development withintheregion. The“bank” “bank" scenario. Thescenarios arebased onvarious assumptions, including thosepertaining to Maunsell’s fulltrafficReporttoRCMcontainstwo Motorway Group”)andsets outtrafficforecasts inSe on varioustrafficforecasting assignments, including Maunsell has alsobeen a consultant toboththeQueensland Government and the Brisbane City Council UK. the Dulles Greenway andthe SanDiego SR125inthe USandthe M6 Tollbypass ofBirmingham inthe 407 inToronto,Sweden, the Canada,theStorebaeltBridgein the M2,M5,CrossCityTunnel,WestlinkM7andLane CoveTunnelmotorwaysinSydney,Highway both inAustraliaandoverseas,including CityLink Maunsell has previously conducted trafficforecasting studies for several other majortollroadprojects, the modelling. in assumptions made volumes tobe basedon sound inputs and appropriate modelling processes, and reasonable for the directed thatMaunsell provide asummary letterofthat scenario. Maunsell believes theforecast traffic RCM considers the“base” scenario forecast tobethemostappropriate trafficforecast andthus has presented inSection4ofthissummaryletter. cap on dailyflows,andproduces traffic forecasts whicharelower thanthe“base” scenario forecasts Themethodology andassumptions adopted forMaunsell's trafficmodelling forthe “base” • outlines: letter This summary Tunnel. on varioustrafficforecasting assignments, including the Maunsell has alsobeen a consultant toboththeQueensland Government and the Brisbane City Council UK. the Dulles Greenway and the SanDiego SR125 inthe USandthe M6 Tollbypass ofBirmingham inthe 407 inToronto,Sweden, theChicago Skyway, Canada,theStorebaeltBridgein the IndianaTollRoad, the M2,M5,CrossCityTunnel,WestlinkM7andLane CoveTunnelmotorwaysinSydney,Highway both inAustraliaandoverseas,including CityLink Maunsell has previously conducted trafficforecasting studies for several other majortollroadprojects, the modelling. in assumptions made volumes tobe basedon sound inputs and appropriate modelling processes, and reasonable for the scenario for consideration by thedebtmarketapplies additional conservative assumptions,as wellas a population growth,employment, landuseandeconomic development withintheregion. The“bank” “bank" scenario. Thescenarios arebased onvarious assumptions, including thosepertaining to Maunsell’s fulltrafficReporttoRCMcontainstw Motorway Group”)andsets outtrafficforecasts inSe HoldingTrust(together, the“RiverCityMotorway InvestmentTrust andtheRiverCityMotorway 2006, forthe offering, byRiverCityMotorway ManagementLimited, ofstapledunitsintheRiverCity This summary letteroutlines: Tunnel. directed thatMaunsell provide asummary letterofthat scenario. Maunsell believes theforecast traffic RCM considers the“base” scenario forecast tobethemostappropriate trafficforecast andthus has presented inSection4ofthissummaryletter. cap on dailyflows,andproduces traffic forecasts whicharelower thanthe“base” scenario forecasts Maunsell AustraliaPtyLimited(“Maunsell”) ha 1 Introduction Traffic forecastsfortheNorth–SouthBypassTunnel 13 June 2006 Sydney NSW2000 Corner PhillipandBentStreets Level 5,ABNAMROTower RiverCity MotorwayManagementLimited The Directors Ref: 20020805.00 This summary letterbeenprepared forinclusion ina Forecasts for theNorth–South BypassTunnel project. documented inMaunsell’s fulltrafficreport toRCM,titled (“Report”) North SouthBypassTunnel Traffic methodology anditsresultant trafficforecasts forthe base (otherwise known as equity)scenario as Management Limited(“RCM”)toprepare alettersummarising Maunsell’s trafficforecasting Maunsell AustraliaPtyLimited(“Maunsell”) has 1 Introduction Traffic forecastsfortheNorth–SouthBypassTunnel 13 June 2006 Sydney NSW2000 Corner PhillipandBentStreets Level 5,ABNAMROTower RiverCity MotorwayManagementLimited The Directors Ref: 20020805.00 ABN 20093846 925 www.maunsell.com 5060 F+6129262 3600 T +6128295 Post OfficeNSW1230,Australia QVB Q410, Box NSW2000,PO Level 11,44MarketStreet,Sydney Australia Pty Ltd Maunsell This summary letterbeenprepared forinclusion ina Forecasts for theNorth–South Bypass Tunnel project. documented inMaunsell’s fulltrafficreport toRCM,titled (“Report”) North South BypassTunnel Traffic methodology anditsresultant trafficforecasts forthe base (otherwise known as equity)scenario as Management Limited(“RCM”)toprepare alettersummarising Maunsell’s trafficforecasting scenario; s beenrequestedbytheDirectorsofRiverCityMotorway been requestedbytheDirectorsofRiverCityMotorway o key scenarios, beingthe key scenarios, beingthe“base and theMitcham–Frankston Project inMelbourne, and theMitcham–Frankston Project inMelbourne, the pre-feasibilityworkfor North–South Bypass Product Disclosure Statement Disclosure Product ction 4whichrelatetothe“base”scenario only. Product Disclosure Statement Disclosure Product ction 4whichrelatetothe“base”scenario only. pre-feasibility workforthe North–South Bypass Chicago Skyway, theIndianaTollRoad, “base” scenario andthe ” scenario andthe , dated13 June , dated13 June

PAGE 91 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 92 SECTION 9 – EXPERTS’ AND CONSULTANTS’ REPORTS terms usedinthischartareexplained follows): the textthat The trafficmodelling process adopted by Maunsellin this study is summarised in thechart below (the chosen element oftheroadn Traffic modelling essentiallyaimstoestimate thenumber including a cap ondailyflows. by thedebtmarkets.The“bank”scenario include development scenarios, a“base”scenarioconservative andamore “bank" scenario forconsideration These trafficforecasts have beenprepared fortwo population, employment, land-use andeconomic 2021 and 2026. Forecasts beyond2026 have been extrapolated from the2026estimates. Traffic forecasts havebeen prepared, through explicit modelling,fortheyears2010, 2011, 2012,2016, Department ofMainRoadsandtheVictorian ofInfrastructure. In additiontoMaunsell,long-termAustralianusersoftheCUBE traffic modelling formore thantwodecades. forecasts,su theuseofmorerecenthouseholdtravel The principal enhancements tothisoriginal modelhave beenrevised demographic and economic The model usesthe improved “calibration” ofthemodel. additional market research survey, additional market research analysis, additional trafficcounts and Environmental Impact Statement Impact Environmental Maunsell’s North–South BypassTunnel trafficmodel is anenhanced formofthe savings) are worth thepayment. drivers’ willingness topay tolls and whether thebenefits offeredbythetollroads (including travel time For tollroads such as theproposed North–South Bypass Tunnel, futuretrafficvolumes alsodepend on accurate. assumptions only, andtherecanbe noguarantee that theseassumptions will infactbecorrect or nature described as ameans ofpreparing trafficforecasts and projections. However, theseare is reasonable touseassumptionsandcriteriaofthe future traveldemand.Maunsellbelievesthatit Numerous other factors asmoreful Trafficand congestion levels ontheroad network, taking account offuturechanges tothecity • Futurepopulation andemployment demographics, and • upon manyfactors,including: Traffic volumes onthefuture road network ofalargeand rapidly growing city suchasBrisbane depend 2 Methodology Trafficforecasts forthe North–South Bypass Tunnel forthe“base” scenario. • Qualificationsandthelimitationsofforecastingmethodology, and and • assumptions Transport Model Transport and itsroad network. thatwas used byMaunsell forBrisbane CityCouncil’s Cube Voyager Cube etwork in any chosenyear. (“ EIS version of ly described in Section 3ofthissummarylettermayalsoaffect ly describedin ”) ontheproject. TRIPS s anumberofadditi software, which has been used internationally for rvey data,improvedmodelling ofintersections,an of trips,ineachdirection, thatuseany TRIPS onal conservativeassumptions, softwareinclude theQueensland Feasibility Study Feasibility Brisbane Strategic Strategic Brisbane and Page 2 of 8 Page 2 of 8 of themetropolitanarea. the Brisbane metropolitan area and 16 are located in surrounding areas, catering fortrips into andout each pairof1,504 defined “travelzones” in theBrisbane region. 1,488 ofthesetravel zones are within the number of road trips takenduring theaverageweekday two-hour morningpeak period between For each chosen year, morningpeak period “triptables” havebeen developed, showing anestimate of Step 1: of differentinputs. The components ofthismodelling process may begrouped intofourbroad steps, eachwitha number Page 3 of 8 Page 3 of 8

PAGE 93 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 94 SECTION 9 – EXPERTS’ AND CONSULTANTS’ REPORTS and traveltimes against The 2005 traffic modelhas been“calibrated” and “validated” bycomparing the modelled traffic flows traffic andtravel timedata collected for Maunsell inearly andmid-2005. were available when the The development ofthetriptableshas also utilised more recenthousehold travel data(2003) than Amarketresearch behavioural survey ofcurrentan • Detailed computer models oftheexpected components andcharacteristicsofthe Brisbane road • included: The inputs tothisphase of the modelling fortheNorth–South Bypass Tunnel trafficforecasts have as traveltimevariability,maximumtimes,generalconvenience, andtollingmethods. Parametersaccountingfortheotherperceivedbenefi • Tollcosts,whereapplicable, and • Traveldistances • Traveltimesfor freelyflowing and“stop/start” traffic • the basis of: The trips inthemorning peak period trip tableshave been “assigned” totheBrisbanemodel network on Step 2: years, including investigations undertaken forthe demographic issues forthe Queensland Government and Brisbane CityCouncil overthelasttwo The NIEIRestimates arebased onthefindings ofdetailed NIEIRinvestigations on theseeconomic and development scenarios. Research (“NIEIR”)for“bank” and “base” population, employment, land-useand economic The tripgeneration estimates weredeveloped bythe National InstituteofEconomics and Industry other demographics. distinct travelzone,andreflect estimates of These triptables incorporate estimates (i.e.triporigins of and tripgeneration trip destinations) in each produce acombined car triptable. heavy commercial vehicles. Intheassignment process the car trip purposes have beenaggregated to 2021 and 2026, andineach oftheseyears for eightdifferent car trip purposes and fortrips bylightand Average weekday morning peakperiod triptables have beenprepared for2005, 2010, 2011, 2016, “stop/start” traveltimesand differenttraffic andtravel costconditions. which models motorists’ likelyresponses totollsofdifferentlevels under different “freeflow” and The findings of bothsurveys wereused by Maunsell to developparameters for its capacities, speed limits,road types,parkingrestrictions and turning penalties. attempt toaccuratelyreflectactual road characteri prepare the earlier survey that wasundertaken forthe Brisbane City Council, in May andJune 2004,tohelp users ofthe North–South Bypass Tunnel, conducted inMayand June2005 tosupplement an The Bypass Tunnel andassociated surface roadnetwork changes. been announced bytheQueensland Government and theCouncil, aswell the North-South of MainRoads andBrisbane CityCouncil have incorporated plansand projects that haverecently The expected futureroad networksdetermined have been fromdetailed Queensland Department network in2005, 2010(thewill open), yearthetunnel 2011,2012, 2016, 2021 and 2026. TRIPS traffic forecastingmodeldefinesroadne EIS fortheproject. observed 2005traffic EIS fortheproject was prepared (1992 data). economic development andpopulation,employment flows andtraveltimes,includin Brisbane Long Term Infrastructure Study Infrastructure Term Long Brisbane stics, suchasthenumberoflanes,lane d likely future trip route choicesbypotential d likelyfuture tworks withcodedcharacteristicswhich ts anddrawbacksofthedifferent routes,such g extensiveadditional MTOLL . model, Page 4 of 8 Page 4 of 8 experienced on otherAustralian tollroads. The trafficmodel’s “ramp up” profile,shown below, has been developed from analyses ofthe“ramp up” new routeand learn which tripsgainthe greatest benefits fromusing theroad. discounted to reflectalikely patternof “rampup”asmotorists gradually become accustomed to the The trafficforecasts for the North–South BypassTunnel during its initialperiod of operationhave been Step 4: The expansion factorsused inthetrafficforecasts under the“base” scenario are: increased. North-South Bypass Tunnel, andhistorical trends inthese relationships as trafficcongestion has peak trafficand dailytrafficonrelevant majorroads in Brisbane, especially onroutesthatwill “feed”the This expansion process has been based ondetailed analysesoftherelationships between morning traffic as well. average weekday trafficand annual average dailytraffic(AADT), which takesaccount of weekend The forecasts ofmorningpeak period traffic havethen beenexpanded toproduce forecasts oftotal Step 3: and themodel wastherefore “asuitable base yearmodel onwhichtobaseforecasting models”. which concluded thatthe2005 model’s inputs, processes andoutcomes met most acceptance criteria This “calibration” and“validation”hasbeenindependentlypeerreviewed byParsonsBrinckerhoff, Page 5 of 8 Page 5 of 8

PAGE 95 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 96 SECTION 9 – EXPERTS’ AND CONSULTANTS’ REPORTS under cover of thefollowing disclaimer: traffic, of0.5%pa. beyond 2026 have beenbased on amoreconservative 2014, 2015, etc) havebeen based onstraight-line interpolations. “Base” scenario trafficforecasts In accordance withinternationally accepted practice, traffic forecasts fortheinterveningyears (2013, road network assumptions including the Airport Link.) 2026. (The 2012 forecasts havebeenbased, conservatively, 2011“trip onthe tables”, withupdated Maunsell’s fulltrafficReporttoRCM, (the assumptions oftunnelcapacityusedby other matters, thecapacity thatthedesignoffacility required willdeliver tocarry theforecast flows it byothers.Itstrafficforecastsof availabledataandtotheinformationprovided assume,among Maunsell has appliednormal andgenerally accepted professional efforts and standards totheanalysis infrastructure, tollratesandfuelprices. routes toand from thetunnel, thequalityand proximity ofalternativeroads and other transport employment andeconomic growth (ordecline)Brisbane, general in trafficlevelsin theareaand on anticipated orexpectedatthetimeReportprepare Examples includethecapacityoftunnelanditsfe factors, many ofthemexternalandunable tobecontrolled orpredicted bythetrafficforecaster. Traffic volumes intheNorth–South Bypass Tunnel will beaffected, directlyandindirectly,numerous by happen inthefutureandmay notbeachieved. uncertainties about futuretraffic projections volumes. Traffic areonly a prediction ofwhatmight assumptions, andinalarge andrapidly developing city suchas Brisbane thereare inevitably Traffic modelling andforecastingis notaprecise science. Itrelies oncomplex setsofdatainputs and Qualifications andlimitationsoftheforecasting methodology 3 Gateway Bridge),2012(theassume North–South Bypass Tunnel isscheduled toopen),2011 (theassumed yearofopening ofthesecond Traffic forecasts forthe North–South BypassTunnel have been developed for2010 (theyear the This summary letter isalsos Maunsell undertakes no duty to nor accepts any responsibility to any other party who may rely rely may who party other any to responsibility any accepts nor to duty no undertakes Maunsell on this document document this on Maunsell has devoted normal professional efforts compatible with the time and budget available available budget and time the with compatible efforts professional normal devoted has Maunsell for this assignment for RCM. RCM. for assignment this for Maunsell’s findings represent its best judgements within the time and budget context of its its of context budget and time the within judgements best its represent findings Maunsell’s commission, using the information available to Maunsell at the time. time. the at Maunsell to available information the using commission, Anyone relying on information contained in this document shall accept full responsibility and hold hold and responsibility full accept shall document this in contained information on relying Anyone Maunsell harmless for the impacts on the traffic forecasts or the earnings from the North South South North the from earnings the or forecasts traffic the on impacts the for harmless Maunsell Bypass Tunnel arising from changes in external factors such as changes in government policy or or policy government in changes as such factors external in changes from arising Tunnel Bypass the pricing of fuels, road pricing generally, alternate modes of transport, the construction of other other of construction the transport, of modes alternate generally, pricing road fuels, of pricing the means of transport, the behaviour of competitors or changes in the owner’s policy affecting the the affecting policy owner’s the in changes or competitors of behaviour the transport, of means operation of the project. project. the of operation All rights associated with this report are reserved. No section or element of this document may may document this of element or section No reserved. are report this with associated rights All be removed from this document, reproduced, electronically stored or transmitted in any form by by form any in transmitted or stored electronically reproduced, document, this from removed be parties other than those for whom the document has been prepared, without Maunsell’s written written Maunsell’s without prepared, been has document the whom for those than other parties permission. permission. ubject tothosedisclaimers. d yearofopeningthe North-South Bypass Tunnel Traffic Forecasts Traffic Tunnel Bypass North-South Maunsell have been independentlyreviewedbyBeca). eder roads, additionalroadwayalternativesnot d, thepace,natureandlocationsofpopulation, growth trend,forthetunnel’stotalweekday TransApex Airport Link),2016, 2021and , was prepared Page 6 of 8 Page 6 of 8 scenario traffic forecasts for theinitial 18 monthsofoperation are: the “ramp up” profileshown insectionWhen 2 ramp-up above. is taken intoaccount,the “base” light commercial vehicles vehicles and$8.75forheavycommercial atSeptember 2001 prices). Sensitivitytestingoftheeffectson thetrafficforecasts of changes to themodelling input • Peerreview of modelstructure and keyassumptions; and • Theuseofstandard traffic modelling techniques and procedures; • Theadoption of reasonableassumptions; • Maunsell throughadetailed proce While therisks ofinaccuracies inthetraffic forecasts cannot beeliminated, theyhavebeenreduced by no guaranteethattheprojectedtrafficvolumesorotheroutcomes willbeachieved. However, traffic volumes set outinSection4ofthissummaryletter areforecastsonlyandtherecanbe Reasonable for theassumptions made in themodelling. • Basedon sound inputs and appropriate modelling processes, and • Maunsell believestheforecas tolling strategy described insection 4.3 of the 2010, 2011, 2012, 2016, 2021 and2026, under the“base” scenario and ignoring “rampup”, with the The tablebelow presents annual average dailytrafficforecasts for theNorth–South BypassTunnelfor scenario TrafficforecastsfortheN 4 in section 8.5 ofthe The most significantofthe trafficriskissuesassociated withtheNorth–South BypassTunnel are listed As already indicated, theforecasts inthistableare“steadystate”forecasts, assumptions, toimproveconfidence inthe forecasts. Product Disclosure Statement Disclosure Product t trafficvolumestobe: ss, including, butnotlimitedto: orth–South BypassTunnel–“Base” Product Disclosure Statement Statement Disclosure Product . before ($3.30 forcars,$4.95 discounting for Page 7 of 8

PAGE 97 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 98 SECTION 9 – EXPERTS’ AND CONSULTANTS’ REPORTS Direct Fax:+6129262 5060 Direct Dial:+6128295 3600 [email protected] Director -Southern Region Michael Batchelor Yours faithfully letter. Maunsell isnot operating under an Australianfinancialserviceslicence inproviding thissummary section 12BAB ofthe Australian Securitiesand Investment Commission Act2001. advice on a financial product withinthe meaning ofsection766B of theCorporations Act2001 or This summary letterneithergivesnor should be interpreted as giving anopinion, recommendation or work withthosemembers projects fromtimeto time. of different ThemembersoftheConsortium • other thanas a provider ofservices toRCMand RCM’s financiers. business interests andhas nocommercial interests in anyfinancial products Maunsell hasnotmadeand being isnotmaking investmentinRCMoritsmembers offeredbythem, anydirect or their • other engagements onthe North–South Bypass Tunnel could result insignificant feesforMaunsell. other possible roles onthe North–South Bypass Tunnel oronanas-required basis. Someofthese be enteredinto with RCM,theLeighton Baulderstone JointVentureandtheir related entities for engagements inrelationtotheprovision of engineering andenvironmental consultancy services will Maunsell has previously beenengaged by RCM-related companies andanticipates thatfurther • Letter inthe PDS, refertosection8.2.1 and 10.11ofthefullPDS. Maunsell for all claims bythirdpartiesarsingou indemnities infavourofMaunsell.Forfurtherinfo exceeding A$2.5million(plusGST), andthe Under theterms ofMaunsell’s engagement withthe Consortium, Maunsell will receive fees not • Tunnel Traffic Forecasts. the “base”scenario only,asdocumente letter summarising Maunsell’s trafficforecasting methodology andits resultant trafficforecasts Maunsell Withapproval fromtheConsortium, for • described herein isonlyone ofsuchscenarios reviewedandreported byMaunsell. Forecasts that detailstwokeyscenarios based ondiffering assumptions. The“base” scenario (“Consortium”) toprovideRCMafulltraffi and Baulderstone Hornibrook PtyLimitedwithBilfingerBerger Concessions PtyLimited MaunsellhasbeenengagedbyLeightonContra • the followingdisclosures: In accordance withregulation 7.6.01(1)(u)oftheCorporations Regulations 2001, Maunsellmakes 5 Disclosures be dominated bytripstoand fromtheCBDandareaimmediately northoftheCBD. astheir areforecasttocontinue peakperiodmarkets competitors onlytorelativelylimitedextents, to Despite their physical proximity,StoryBridgeandCaptain Cook Bridge arelikely tobe • Distributor, and District bypass” role,analogous totheroles of Sydney’sSydneyHarbour Tunnel and Eastern TheNorth–South BypassTunnel will, asitsname suggests, primarily playa“Central Business • that: Tunnel suggest Maunsell’s analyses oflikely triporigins anddestinations for users oftheNorth–South Bypass engage in many activitiesengage inmany inAustralia,andMaunsell islikelyto d in Maunsell’s fulltrafficReport,titledNorthSouthBypass d inMaunsell’s c ReporttitledNorthSouthBypassTunnel Traffic benefit ofothercontractualterms,including limited t oftheinclusionTrafficReportSummary rmation ontheindemnity providedbytheissuerto responded totherequestbyRCM to providethis ctors ABN AMRO Pty Limited, Australiactors Limited, Page 8 of 8 ƒ ƒ Beca Pty report. this ´5&00/µ WKHUHVSRQVL Ltd Management Motorway RiverCity of request the at prepared been has letter This Sirs Dear 2000 NSW Sydney Cnr Phillip and Bent Streets ABN AMRO Tower 5Level Ltd Management Motorway RiverCity WHUPLVGHILQHGLQWKH&RUSRUDWLRQV$FW &WK  ´3'6µ GDW RiverCity Motorway Holding Trust for inclusion in a Product Disclosure Statement (as that North South South North Bypass Engineering Tunnel - Consultants Report Attention: The Directors $VVRFLDWHV ´:6$µ DVVXE ´*ROGHUµ 0HOERXUQHRIILFH$QDVWDVL(QJLQHHULQJ3W\/WG ´$QD %HFDOHGWKH,QGHSHQGHQW(QJLQHHUV ´,(µ WHDPIRUWKH16%7ZL for to RCM of ("RCM NSBT providers Financiers"). finance the RCM proposed and any WRGHVLJQFRQVWUXFWDQGRSHUDWHWKH1RUWK6RXWK%\SDVV7XQQHO RCM by proposal a of aspects technical certain of review a conduct to Limited Pty Hornibrook Leighton ContractorsPty Limited, Bilfinger Berger Concessions PtyLimited and Baulderstone WKH5LYHU&LW\0RWRUZD\&RQVRUWLXP ´5&0µ IRUPHGE\ by was commissioned Beca In May 2005, region. in Asia the Pacific communities and businesses combined team contributes the followingareas of expertise to the IE review: wellreview as a of the the tunnels relating to geotechnical, groundwater, tunnel lining and contaminated land as Golder (Melbourne) estimating. cost and programming project tolling), (except barriers and drainage standard roadway elements through the tunnel including roadway geometry, pavement, Beca -Design, construction, operation and maintenanceof the surface workwellas the as Civil Pty Ltd) tunnel programme, cost estimates and contingencies for the tunnel elements. tunnel the for contingencies and estimates cost programme, tunnel Ltd) Pty Civil Queensland Pty Ltdand Bilfinger Baulderstone Berger Hornibrook HornibrookLtd, Pty /LPLWHG ´%HFDµ LVDSURIHVVLRQDOVHUYLFHVFRPSDQ\SURYLGLQJ ² Design and construction of the tunnel structure including aspects of of aspects including structure tunnel the of construction and Design ble entity for RiverCity Motorway Investment Trust and and Trust Investment Motorway RiverCity for entity ble - %XLOGHU·V FRPSULVLQJ/HLJKWRQ&RQWUDFWR FRQVXOWDQWVWR%HFD WRJHWKHUWKH´,(6XE ABN AMRO Australia Limited, Limited, Australia AMRO ABN ´16%7µ IRUWKHEHQHILWRI WK*ROGHU$VVRFLDWHV3W\/WG VWDVLµ DQG:LOEXU6PLWK HGRQRUDERXWWKHGDWHRI rs Ptyrs Ltd, Baulderstone - FRQVXOWDQWVµ HQJLQHHULQJH[SHUWLVHWR 06).doc June (9 Clean Final Report L2:77502-PDS Summary 6129420 Ref: Our 13 June 2006 . 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However, it consideredis to be any has nor designer by a undertaken be normally would that verification or review %HFD·VUHYLHZKDVEHHQRIDKLJKOHYHORYHUYLHZQDWXUHDQGFDQQ that: noted be should it based, is letter this which on (Final) Report IE Beca the preparing and review the conducting In review is a reference to the combined review of the IE team. team. IE the of review combined the to reference a is review DUHWKHFRPELQHGRSLQLRQVRIWKH,(WHDPPHQWLRQHGDERYHDQGDQ ,WVKRXOGEHQRWHGWKDWWKHRSLQLRQVH[SUHVVHGEHORZZKLOHUHI Section 1 below. in outlined as review of scope and nature the account into taking (Final) Report IE Beca the The purposethisletterof summarise is to key matters the factual opinions and expressed in 2005 andMay 2006. 5HSRUW )LQDO µ EDVHGRQILQDOLVHGGRFXPHQWVPDGHDYDLODEOHWR 7KH%HFD,(5HSRUWZDVVXEVHTXHQWO\UHYLHZHGDQGUHLVVXHGRQ 2 December 2005. to including and up was current Report IE Beca the preparing of purpose the for reviewed Beca that documentation The period. that during Beca to Builder the RCMand by available made documentation on based 2005 to December August during prepared was and NSBT the to relation in matters technical and engineering certain on RQRUDERXWWKDWGDWH WKH´%HFD,(5HSRUWµ 7KH%HFD,(5HSRU (QJLQHHUV5HYLHZµGDWHG'HFHPEHUWR5&0VHWWLQJRXWWK Beca delivere Beca communications systems. communications design,WSA - installation, operation maintenance and oftoll the collection and systems. aspects of the tunnels including ventilation, firelife safety,lighting and emergency Anastasi - design, construction, maintenance and operation of the mechanical and electrical GLWVLQWHULPUHSRUWWLWOHG´1RUWK6RXWK%\SDVV7XQQHO,QGHSHQ HUUHGWRDV%HFD·VRSLQLRQV WRXWOLQHG%HFD·VRSLQLRQV LJQSURGXFHGE\WKH %HFDEHWZHHQ'HFHPEHU RWEHFRQVLGHUHGDGHWDLOHG  HUHVXOWVRIWKDWUHYLHZ \UHIHUHQFHWR%HFD·V 0D\ ´%HFD,( GHQW 14 2 ƒ ƒ ƒ ƒ ƒ ƒ $UHYLHZRIGHVLJQDQGFRQVWUXFWLRQ ´' &µ LVVXHVLQFOXGLQJ following: ,QVXPPDU\VXEMHFWWRWKHDERYHPDWWHUVWKHVFRSHRI%HFD·VU ScopeReview of 1.2 ZDVH[FOXGHGIURP%HFD·VVFRSH task as this data traffic this of orreasonableness accuracy of the or checking verification volumesuppliedby data RCM. notundertakeBecadid assessment, independent any traffic vehicular on based was capacity traffic interchange and tunnel on review The significant materialtechnicalrisks identifiedby Beca theReport Beca IE in (Final). the summarise to sought has letter this although letter this in discussed not are that (Final) the moresignificant risks. addition, there In are otherthe risksin outlined Report Beca IE Due to high the levelof naturethe review, Beca hasreviewed only whatit considers tobe such estimates are therefore subjective. the experience and judgement of Beca the personnel involvedreview. the in results The of as well as practices, and standards industry current of interpretation an on based are risks of such consequences and probabilities of the estimation The risks. some project identified %HFD·VUHYLHZKDVEHHQOLPLWHGWRWKH below). 5 Section (see Design Concept the to changes toany subject provided only appropriateto the Concept Design available at time the of review the are and substantiallyfrom changed co the often is design final the why is which project, a for required effort design the of 20% 06).doc June Clean (9 Final Report Summary L2:77502-PDS 6129420 Ref: Our 2006 June 13 Page 3 $UHYLHZRIRSHUDWLRQDQGPDLQWHQDQFH ´2 0µ LVVXHVLQFOXGLQJ equipment), noise,tolling environmental and matters. drainage, structures, geotechnical, tunnel (including mechanical andelectrical technicalThe feasibility ofthe proposed engineering solutions roads, for traffic, 7KHWHFKQLFDOH[SHULHQFHDQGFRPSHWHQFHRIWKH%XLOGHU·VWHDPS proposed technologyand systems, development, design, integration, testing, The for plan tolling the strategy, customertolling and service systems,includingthe staffing and equipment. 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Report IE Beca (Final) 3UHIHUUHG7HQGHU6WDWXVZDVDFKLHYHG IRUPHGWKHEDVLVRI%HFD· (when 2006 to April 2005 August during by Beca the reviewed form in Design Concept The submission. its for revised has time risk. time cost construction and construction of similar thus, are, and methodologies construction and technologies arrangements, structural proposed of the in terms design final for the form same the of remain will Design Concept tothe relation in developed concepts The agreed by BCC will not materially change for the final design. and Group Motorway RiverCity by negotiated standards performance technical The Rive with comply will parties related their and Builder the and Group Motorway RiverCity backcosts. office tolling and NSBT the for cycles maintenance asset long-term the with associated costs the and timing the and costs, services the core including costs O&M budgeted The O&M. NSBT technicalTheexperience and capability of contractors the toappointed conduct the incorporatingofthe review system a providers. installation, commissioning, capability and tothe deliversystems required specifiedinthe tender documents) as required. advisors/consultants provideto professional services (particularly but not only those RiverCitythe NSBT. the Motorwayand Builder Group retain specialist will to applied be would systems management project the and delivered be would NSBT U&LW\0RWRUZD\*URXSDQGWKH%XLOGHU·VH[SUHVVHGLQWHQWLRQVDV . Access to and from the tunnels will be provided at at be provided will tunnels the from and to Access QFHGH VUHYLHZUHVXOWLQJLQWKH sign that the Builder WRWKHZD\WKH 14 4 ƒ Becareviewed following: the NSBT. to the relation in conclusions In undertaking its review, Beca utilised the following methods Methodology to arrive at opinions and 4 ƒ ƒ ƒ 06).doc June Clean (9 Final Report Summary L2:77502-PDS 6129420 Ref: Our 2006 June 13 Page 5 significantly. conclusionsstated in the Beca IE Report and(Final) summarised inthis letter may vary and opinions the then project NSBT tothe apply not do assumptions above the of any If the NSBT developed by BCC; by developed NSBT the of arrangement conceptual a showing drawings includes which Design Reference The professional services relationto in the NSBT, as required. Gillespies, Bilfinger Berger Technical Bureau and(Munich)selected others to provide EDAW Infrastructure, Group United Ltd, Pty Associates Golder by supported venture of ParsonsPty Australia Ltd and Brinckerhoff Australia Maunsell Ltd, Pty We alsoRiverCity that understand Motorwayandthe Group Builderretain will joint a withBaulderstone HornibrookPtyBerger Ltd Bilfinger Pty Queensland Civil and Ltd. together Ltd Pty Hornibrook Baulderstone and Ltd Pty Contractors Leighton between venture joint a is Builder the above, stated As contract. fee fixed and time fixed its construction design and obligations respect NSBTto in ofthe the Builder under a most of to sub-contract proposes Group Motorway RiverCity that We understand also Financiers. RCM on sothe asto impact the NSBT on impact negative amaterial have might that althoughnot determinative,Becahad regard to factors identifying when these risks $FFRUGLQJO\LQFRQVLGHULQJWKHPDWHULDOLW\RIULVNVIRUWKHSX Builder. by the payable be would damages liquidated cases most in delayed, be construction Should contract. fee fixed and time fixed a be would contract construction proposed the that aware also was Beca addition, In cost. project the of 100% than less not amount an for insurance other and works contract project-specific out take must Builder contract, the construction proposed the under that wasaware Beca perspective. this from considered were risks related and issues technical accordingly, %HFD·VUHYLHZZDVXQGHUWDNHQIRUWKHEHQHILWRI solutions. technical proposed undertakento enable proper considerationofthe results of these investigationstheon be will phase tender the during advisors other and Builder the by recommended extent oftesting,The additional sitesurvey, otherpreliminary and investigative works RCM and the RCM Financiers and and Financiers RCM the and RCM USRVHRI%HFD·VUHYLHZ 14 5

PAGE 103 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 104 SECTION 9 – EXPERTS’ AND CONSULTANTS’ REPORTS ƒ ƒ ƒ ƒ ƒ ƒ ƒ ƒ ƒ ƒ 06).doc June Clean (9 Final Report Summary L2:77502-PDS 6129420 Ref: Our 2006 June 13 Page 6 summarised in this letter. this in summarised which may affect conclusions the or containedfindings theReport Beca in IE and (Final) Becadoes responsibilitynot take forinformation documentsand notprovided and to Beca RXWVLGHWKHVFRSHRI%HFD·VUHYLHZ were but letter, this in summarised and (Final) Report IE Beca the in contained conclusions and findings to the relevant be however, may, Beca to provided not information and documentation Other review. the to conduct which on of documents subset a reasonable )RUWKHSXUSRVHVRI%HFD·VKLJK theincluding potentialorder ofmagnitude of cost impacts. Becaundertook level assessment risks high a keyof the technical arising review from the Project Deed noted above.TenderThe Proposal wasreviewed following the in manner: technical proposal provided to BCC inresponse to the Performance Specification and %HFDUHYLHZHGHOHPHQWVRIWKH´7HQGHU3URSRVDOµGHYHORSHGE\WK documentation or other information were provided to consideration. provided were for Beca information or other documentation discussions, further instances, some in concern of issues particular noted Beca Where for review. available made were reports design and sketches plans, arrangements, conceptual some cases In discussed. and presented were solutions technical proposed where both the D&C with involved leaders team with interviews undertook Beca Budget for tolling backoffice costs. replacements; and repairs major and services, core for O&M budgets contingencies; and estimates price D&C D&C program; including the RiverCity Motorway UserGroup Requirements; , subcontractors major its and Group Motorway RiverCity between arrangements contractual proposed the outlines which O&MContract and Contract D&C The BCC; and Group Motorway RiverCity The Project Deed which outlines the proposed contractual arrangements between and by BCC; accepted be to is understood which and Builder the proposed by Design Concept the and by BCC, required requirements performance The Performance Specification (dated April 2006) which specifies the technical -level review, Beca considers documents the provided were H%XLOGHUEHLQJWKH 14 6 consistentwiththe standard normally expectedof ofthis projectsnature. D&C ProposalConcept and is Design consistent level with the of complexityofNSBT the and The level of detail developed by the Builder in the preparation of the design for the Tender solutions. construction practical and feasible technically into design final the during developed tobe able be should Design Concept and Proposal for the -Tender developed solutions technical The schedules. and cost estimates project in reflected and identified been have risks key and NSBT, the for appropriate and feasible technically TenderTheProposal- developed bythe Builder and ConceptDesignis considered : Report IE Beca (Final) Section 5.3.5 below). 5.3.5 Section (see risks these of impact the tomitigate Design Concept the on based contingencies estimated has Builder the NSBT, the of respect In Builder. the to risks construction significant to rise gives Design Concept the of nature preliminary The Builder. the to time change significantly during finalandresult the design additionalconstruction in cost and could design the as design concept a on based duration and cost project the estimating therefore preliminary, incomplete and likely to change. There is significant risk in is design concept A construction. for design final the to produce required effort the of 10-20% represent only might design concept a produce to required effort of amount The construction. for period time the and cost construction the of establishing for basis formed primary the Design Concept The below. out set is risks those of summary A whole. a as NSBT the to relevant tobe believed are that risks some technical key highlighted (Final) Report IE Beca The Risks Key 5.3 approach. appropriate an considered is This throughput. actual Tunnel Harbour Sydney Maunsell analysisstarting indicates the that lane NSBT capacities are in line with the The by Maunsells. made capacity tunnel of assumptions the reviewed Beca addition conclusionthat queuingis significant predicted no wasreasonable basis.a reached on In FDSDFLWLHVE\3DUVRQV%ULQFNHUKRIIDQG%HFDFRQVLGHUVWKDW3DUV Capacity Traffic interchange and intersection the of respect in undertaken work the reviewed has Beca 5.2 7KHIROORZLQJNH\ILQGLQJVDOORIZKLFKLQ%HFD·VYLHZDUHUHD Findings Key 5.1 Technical Review 5 06).doc June Clean (9 Final Report Summary L2:77502-PDS 6129420 Ref: Our 2006 June 13 Page 7 .. Concept Design Risk 5.3.1 VRQDEOH RQV%ULQFNHUKRII·V were made in the the in were made 14 7

PAGE 105 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 106 SECTION 9 – EXPERTS’ AND CONSULTANTS’ REPORTS for a project of this nature. this of project a for riskscontingenciesand allowed D&C Contract for the in Price are considered appropriate toestimate Builder the by undertaken processes the that concluded has and estimate cost their construction in Builder by the for allowed contingencies the reviewed also has Beca preliminary and incompletenatureand ofthe design the overall construction risks. the with associated uncertainties for allowing of part normal a are Contingencies Contingencies 5.3.5 for the approval and this approval is a condition precedent to Financial Close. timeframe and aprocess on agreed generally have General Coordinator BCCand the that delayed, notgranted or requestfurther planning be may conditions. approval the that arisk is there such as However, and granted be to yet had Becaapproval understands UHSRUWEHIRUHFRQVWUXFWLRQFDQFRPPHQFH$WWKHWLPHRIFRQGXF change revised a of General Coordinator Queensland the from approval requires NSBT The Risk Approvals Authority 5.3.4 NSBT. the on risk resource Builder aware is of theseissues has and strategiesplace toin minimisethe impact ofthis the that ofis Beca the opinion works. construction the deliver toand manage experience design timely key and a effort manner, construction in relevant with personnel skills and areconsidered to besufficientlydesign skilled engineers and personnel to progressthe constraints resource Key project period. the anticipated in markets those in of activity level anticipated the and resources technical for (2006) market current the project, the of size the given timeframe required the within NSBT the deliver to necessary resources technical NSBTBecais the opinionwill of that the place significantadditional on demand certain Resources Risk 5.3.3 cost estimate. address them as well as making allowances for them in its construction programme and to strategies mitigation developed has and risks material these of aware is Builder the that opinion the of is Beca risk. contamination and assets external on impact stability, ground and cover low hydrogeology, conditions, ground variable include NSBT for risks Particular tunnels. the build to methodologies construction appropriate the establishing for and risks, forpreparingthe Concept Design, forgenerally assessingthe potential ground related Beca considers the ground conditions information available to the Builder to be adequate cost. and programme construction the on directly impact risks these works, the of nature tothe Due specification. performance particular any with compliance and methodology construction conditions, ground with associated risks material carry projects tunnel Major Tunnel Construction Risk 5.3.2 06).doc June Clean (9 Final Report Summary L2:77502-PDS 6129420 Ref: Our 2006 June 13 Page 8 WLQJ%HFD·VUHYLHZWKLV 14 8 7KHUHVXOWVRI%HFD·VDVVHVVPHQWDUHDVIROO Close. Financial post of 50 months Builder the by programme proposed Programme Construction :HKDYHUHYLHZHGWKH%XLOGHU·VGHVLJQDQGFRQVWUXFWLRQSURJUDPP 6.2 estimate. cost construction robust and Becaconsiders abovethe to approach beone appropriatewill and that lead to reliable a of the estimate, however based upon the information supplied and the Concept Design, check independent a detailed did Beca undertake not nature. of this for a project standards industry normal with consistent is estimate the in contained detail level of the that opinion is Beca of the personnel. and estimating surveying quantity by experienced judgement and works similar previous quotations, supplier drawings, tender the on shown as work 7KH%XLOGHU·VFRQVWUXFWLRQFRVWHVWLPDWHKDVEHHQFRPSLOHGIURP Cost Construction 6.1 Designand Construction 6 ƒ ƒ ƒ ƒ ƒ ƒ ƒ ƒ follows: ,QDGGLWLRQ%HFD·VUHYLHZLGHQWLILHGRWKHUWHFKQLFDOULVNVOLV Other Technical Risks 5.3.6 06).doc June Clean (9 Final Report Summary L2:77502-PDS 6129420 Ref: Our 2006 June 13 Page 9 contingencies. and strategies management risk their in them for allowed has and risks tothese relation 7KH%XLOGHUKDVLQ%HFD·VYLHZFRQGXFWHGDFRPSUHKHQVLYHGXHG failure. Other low probability risksfloodlike events, terrorism, earthquakes, structuralfire and loss. collection Tollingsystem technology, including customerservice, tag management toll and volumes. traffic anticipated with deal to sections some in works surface the and tunnel the of performance Geometric conditions excavated and rockconditions tunnel. the in water, conditions foundation contamination, ground ground including Uncertainty in Groundwater contaminationinflows. and tunnel. the in inundation flood or Fire Main bearingfailure of TBM. the for machines excavation. roadheader 'HOD\VLQSURFXUHPHQWRI'RXEOH6KLHOG7XQQHO%RULQJ0DFKLQHV ows: WHGLQVXPPDU\IRUPDV DQHVWLPDWHRIWKHVFRSHRI LOLJHQFHSURFHVVLQ HEDVHGRQWKH 7%0·V DQG 14 9

PAGE 107 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 108 SECTION 9 – EXPERTS’ AND CONSULTANTS’ REPORTS responsible for the design, development, integration, testing, supply, installation and be to contractor systems toll a Strategy engage to proposes Builder the that Construct understand We and Design Tolling 8 Builder. by the bewill substantially affected bysubject and is to today the management dayNSBT of the NSBT the in involved is party such each which to extent the However, Australia. in NSBT to the nature of asimilar design urban and infrastructure transportation in experience have firms These successful. is tender Group Motorway RiverCity the if parties to those packages design certain to sub-contract proposes and Design, Concept of the development the for consultants other and Ltd Pty Australia Maunsell Ltd, Pty Australia Brinckerhoff Parsons of services the retained has Builder the that we understand addition, In time. over change may which company, each of prosperity ongoing the and decisions, management today day companies, both of management However,thisopinion may besubstantially affectedbyisto subject and the internal in process. this risks inherent of the understanding an them with projects, particularly tunnels, delivered using design construct and processes, provides on large infrastructure experience previous combined their we consider that Further, NSBT. the on Contractors D&C the as toact experience relevant and expertise necessary the have and size appropriate the of are Ltd Pty Civil Berger Bilfinger and Ltd Pty Queensland Pty Ltd and Baulderstone Hornibrooktogether Pty Ltd with Baulderstone Hornibrook Contractors Leighton (Final), Report IE Beca the of date the at as that, opinion the of is Beca ´7%0µ  Machines Boring Tunnel with rock tunnel hard in experience particular brings group Berger Bilfinger The experience. tunnelling road extensive reasonably have parties All Builder. tothe NSBT the of construction and design the of most sub-contract to proposes Group Motorway RiverCity that understand we above, As stated and Design Construction Team 7 ƒ ƒ 06).doc June Clean (9 Final Report Summary L2:77502-PDS 6129420 Ref: Our 2006 June 13 Page 10 completion of the NSBT. NSBT. the of completion terrorism,fire, etc explicitly have notbeen allowed program for the delay in could and collapses, structural as such events certain although period, month 50 proposed the within Becaconsiders therethat reasonablea is likelihood the project that completed be will this project are consideredappropriate for aprojectofthis nature. for programme construction a developing in Builder by the undertaken processes The delays; and events unforeseen for allowances some includes and achievable reasonably considered is period construction month 50 proposed The 10 14 the requirements, technical themeanwhichthat ventilation systemto intended be is electrical Provisionssupply. havebeen made tooperateinordertunnel the tocomply with secure by a powered be will systems tunnel The standards. required tothe according designed been have systems, control and monitoring plant as well as equipment, safety life mechanicalThe electrical and services tunnel, ventilation, theincluding in lighting, fire and Fireand Safety Life 9.3 is reasonable. Tunnel in Sydney. On this basis, Beca believes that the estimate provided by the Operator City Cross and East M5 Distributor, Eastern the of costs the to made was comparison broad a and reviewed were estimates Operator the However, costs. maintenance and operations tunnel of the calculation independent an did undertake not Beca period. concession the full 6HUYLFHVµ DQGDQHVWLP FRUHRSHUDWLRQDODQGPDLQWHQDQFHFRVWVDVVRFLDWHGZLWKWKHUXQQ The Operator provided a fixed price (for 5 years) toRiverCity Motorway Group for the venture. joint incorporated an through maintenance and operations tunnel the undertake will Ltd Pty Services Berger Bilfinger and Ltd Pty Contractors Leighton by owned jointly vehicle Motorway Services that Brisbane understands Beca Maintenance and Operations Tunnel 9.2 standards. industry toll Tolling Back Office (per trip) are considered to be reasonable and within currently accepted %DVHGXSRQ5LYHU&LW\0RWRUZD\*URXS·VWUDIILFDVVXPSWLRQVWKH service. customer provide RiverCity Motorway Group will be able to access the required experience and resources to directlyand controlling owning customer the Becarelationship.is also ofopinionthat the Group. Beca is of the opinion that there are advantages inRiverCity Motorway Group world, customer tolling and servicesbebywill undertaken in-house RiverCity Motorway the in elsewhere projects road toll electronic similar on approach the with Consistent Service Customer and Tolling 9.1 and Operations Maintenance 9 resourcesexperience the and to provide operate and backthe office system. UHDVRQDEOHWRH[SHFWWKDW5LYHU&LW\0RWRUZD\*URXS·VPHPEHUVKD is It operations. and infrastructure tolling office back the of supply the for responsible be will process, review tender a upon based selected be would which Australia, in experience has that operator and provider system office back orexisting an Group Motorway RiverCity either that understand also We system. tolling roadside the of commissioning 06).doc June Clean (9 Final Report Summary L2:77502-PDS 6129420 Ref: Our 2006 June 13 Page 11 ate of any major replacement and refurbishment costs throughout throughout costs refurbishment and replacement major any of ate 3W\/WG ´2SHUDWRUµ DVSHFLDOSXUSRVH LQJRIWKH16%7 ´&RUH HVWLPDWHGFRVWVIRUWKH YHWKHWHFKQLFDO 11 14

PAGE 109 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 110 SECTION 9 – EXPERTS’ AND CONSULTANTS’ REPORTS CGeol FGS, EurGeol, MIEAust. EurGeol, CGeol FGS, Imperial College, London 1984;MSc. EngineeringGeology, Imperial College, London 1988, Neil Benson Benson Neil (Civ.) ETH - EUR Ing. Dr Giuliano Anastasi University. Craig Hind (with(Civil) Distinction), Universityof Canterbury, 1987. Science(Civil) (1stClass),British University Columbia, ofof MasterEngineering 1980 professional advice included in the Beca IE Report (Final) or letter. inthis (Final) IE the Beca Report included advice professional the to as made is or implied, expressed warranty, no other (Cth), 2001 Act Corporations the of requirements the to subject and law, by permitted extent maximum To the RCM. ison It based generally accepted practices and standards attime the was itprepared. and Beca between Agreement Services the and work of scope agreed the with accordance thoroughness expected from aprofessionalengineering the in consultingindustry in and care usual the with RCM Financiers) the and by RCM (Final), Report IE Beca the of respect in (and RCM by use for prepared was (Final) Report IE Beca the (and letter This The following limitations and disclaimers apply to the scope of the Beca technical review. Limitations 11 JamiesonRobert 1982. Connecticut, Storrs, of Connecticut, University Associates: Smith Wilbur Systems, Toll of Director - Wuestefeld Kris 7KH,(7HDPPHPEHUV·TXDOLILFDWLRQVDUHVHWRXWDVIROORZV Team IE the of Qualifications 10 reasonable. considered all were These infrastructure. the equipment,needswhich to take place at regular intervalsover prior to handing the constantly operating.Operational costsbeenhave assessed, as well as costs renewal for of 06).doc June Clean (9 Final Report Summary L2:77502-PDS 6129420 Ref: Our 2006 June 13 Page 12 Dale Turkington - Project Manager Beca (resigned 31 March 2006): 2006): March 31 (resigned Beca Manager Project - Turkington Dale the Witwatersrand, Johannesburg, South Africa, 1973Africa, South Johannesburg, Witwatersrand, the Loughborough Universityof Technology, UK, 1979 - 1980.BSc. Eng (Civil), Universityof ² ² Senior Planner, Beca: Beca: Planner, Senior Principal ² Project Manager, Beca: ² Managing Director - Anastasi Engineering Pty Ltd: ² Golder Associates Pty Ltd (Melbourne): BA, Master of Regional and Resource Planning, Otago Resource Planning, and Master Regional of BA, MSc. (Construction Management), Management), (ConstructionMSc. ² 1977. BSc. Mining Geology, Mining BSc. Bachelor of Applied Applied of Bachelor Bachelor of Arts, Arts, of Bachelor PhD Sc, MScPhD Sc, 12 14 WKH%XLOGHUDWWKHWLPHRI%HFD·VUHYLHZDQGQHFHVVDULO\FDQQRW Opinions and conclusions this presented letter in to apply Concept the produced Design by inaccurate. was (Final) Report IE Beca the of preparation for toBeca provided as information/advice WKDWLQIRUPDWLRQDGYLFH1RLQGLFDWLRQVZHUHIRXQGGXULQJ%HFD· 2001 (Cth),Beca assumes noresponsibility for any inaccuraciesoromissions arising from Act of the Corporations requirements to the subject by law and permitted maximum extent to the and, work of scope agreed the beyond information/advice this of verification by RCM has Beca the advice mademade noavailable and and Builder. independent this in on information relied has Beca summarised (Final), Report are IE Beca the preparing Beca in by particular, In letter. used information of sources and adopted methodology The PDS. broader the oror within letter this in IE Report the Beca (Final) in identified been to NSBT have the relevant issues engineering material all that or warrant represent cannot and doesnot Beca 06).doc June Clean (9 Final Report Summary L2:77502-PDS 6129420 Ref: Our 2006 June 13 Page 13 section 766Bof the Corporations Act 2001 (Cth).Financial product advicecanonly beof given meaning the within product financial a on or advice recommendation opinion, an giving as interpreted be should nor gives letter this nor Report (Final) IE Beca the Neither therein. stated not purpose other any or for context other any in letter this of part any of use the requirements of Corporations the Act 2001 noresponsibility (Cth), is acceptedfor the to subject and by law permitted extent maximum the To full. in read be should letter This letter). of work Beca the is findings of purpose (which understanding and beyond the this detailed Reportnot are included (Final) thisin such letter, and mattersmayrelevant bemore to a the scope described Section in 1.2 above. Thismeans that certainelements ofthe Beca IE 7KLVOHWWHUDGGUHVVHVRQO\%HFD·VNH\ILQGLQJVLQWKH%HFD,(5 implementation. NSBT and intentions tender between divergence any for responsibility no takes thereforeaffectthe conclusions the Beca drawnin IE Report (Final)letter. and inthis Beca NSBTfrom delivery phase intentionson those impactan have may actual results will and the during variance Any phase. delivery NSBT to the apply fact in would packages), work certain to conduct parties specified toappoint intentions the as (such NSBT tothe applied to be management project the and be delivered would NSBT the way the to as Builder 7KHQDWXUHRI%HFD·VUHYLHZDVVXPHGWKDWFHUWDLQLQWHQWLRQVH[S IE Beca of (Final). date the Report the may after that occur changes requirementsofthe Corporations (Cth),2001 Beca Act disclaims responsibility for any to the subject and law by permitted extent maximum the To design. final of process the HSRUW )LQDO DVWKH\UHODWHWR DSSO UHVVHGE\5&0DQGWKH VLQYHVWLJDWLRQVWKDWWKH y to changes made in in made y changes to 13 14

PAG E 111 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 112 SECTION 9 – EXPERTS’ AND CONSULTANTS’ REPORTS ƒ ƒ ƒ ƒ ƒ ƒ disclosures: the makes following accordanceIn with regulation 7.6.01(1)(u)of theCorporations Regulations 2001, Beca offeredunderProduct the Disclosure Statement. being product of inrespect the no giving is guarantee makesBeca and no comments letter. Australianan Financial Services Licencein providing Report Beca the IE or (Final) this byAustralian advisersFinancial an holding Services Licence.not Beca is operating under 06).doc June Clean (9 Final Report Summary L2:77502-PDS 6129420 Ref: Our 2006 June 13 Page 14 supplied by RCM). relationBecain tothe PDS, the ReportBeca IE (Final)or or this letter,informationany Other limitations qualificationsasdescribed and this letter. in separatelyby engagedBuilder the tobe theirgeotechnical advisor thefor NSBT. Golder Associates PtyLtd (through their Brisbane and Sydneybranches) has been review comment. and for financiers been to provided have RCM letter their and this and Report IE (Final) Beca the of each of Drafts Financiers. RCM the and RCM to provider service a as than interestsno commercial has and interests financial products the being other offered in business ortheir members its or RCM in investment direct any make not does Beca %HFDKDVSUHYLRXVO\EHHQHQJDJHGE\5&0·VUHODWHGERGLHVFRUSRU agreed an (including subconsultants will receive their fees, and the benefit of other contractual terms IE the which from GST) (plus A$50,000 not exceeding fees receive will Beca retainer that of terms the Under letter. summary this provide RCM to by retained was Beca LQFOXGLQJDQDJUHHGOLPLWDWLRQRI%HFD¶VOLDELOLW\  terms contractual other of benefit the and (Final))) Report IE Beca the of 1 Part in defined is term that (as Close Financial achieving and NSBT the for tenderer preferred the named being RCM upon team IE to the payable is A$40,000, exceeding not amount an which of fees, their receive will subconsultants IE the which (from GST), A$400,000(plus exceeding not fees receive will Beca retainer that of terms the Under to above. referred as (Final) Report IE Beca the provide RCM to by retained was Beca NSBT may result in additional fees for Beca. for fees additional in result may NSBT the on engagements other these of Some basis. required as an on or NSBT the on roles possible other for entities related its and Builder the RCM, with into entered be may relationin to provision the andenvironmental of engineering consultancy services engagements further that anticipates and (Cth)) 2001 Act Corporations the in defined OLPLWDWLRQRI%HFD·VOLDELOLW\DQGDOLPLWHGLQGHPQLW\LQIDYRX DWH DVWKDWWHUP URI is 14 14 iePeietPrincipal Golder AssociatesLtd Pty D Benson Neil AnastasiLtd Engineering Pty CT06510-2408 140 078 009 75 ABN SmithWilbur Associates Vice President Dr Ing G Anastasi Wuestefeld Kris 341 974 85 004 ABN BecaPty Ltd Director Managing Ian Bull Yours faithfully 06).doc June Clean (9 Final Report Summary L2:77502-PDS Director 6129420 Ref: Our 2006 June 13 Page 15 ABN 64 006 107 857 107 006 64 ABN 15 14

PAGE 113 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 114 SECTION 9 – EXPERTS’ AND CONSULTANTS’ REPORTS This page has been left blank intentionally. blank left been has page This 1 INFORMATION ADDITIONAL 0

PAGE 115 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 116 SECTION 10 – ADDITIONAL INFORMATION obtained from ASX. ASX. from obtained be may and public the to available be will information This Units. Stapled the of value or price the on effect material a have to expect would person areasonable which of aware becomes it which information any of immediately ASX notify exceptions) certain to (subject must Trusts the Rules Listing the under Inparticular, arise. they as specifi about matters and information of ASX c events notify must Trusts the ASX, on listing the Following offi ASIC an at, inspected or from, ce. obtained be may and public the to available be will ASIC with lodged documents of Copies reports. yearly half and reports annual of preparation the include These Act. Corporations the under obligations disclosure and reporting regular to subject be will and Act Corporations the under entity” “disclosing a become, to isexpected is, or Trusts the of Each OBLIGATIONS 10.1 DISCLOSURE AND REPORTING in this PDS. in this contained references other with together read be should It Constitutions. the of provision every to refer not does summary brief following The below. summarised are and similar very are Constitutions the of provisions main The Issuer. the and Investors on binding are Constitutions the of terms The aConstitution). (each constitutions intheir out set are Trusts the of operation the governing rules main The Issuer. isthe Trusts the of each of entity responsible The schemes. investment managed registered are Trusts The RIVERCITY MOTORWAY STAPLED TRUSTS 10.4 SUMMARY OF CONSTITUTIONS OF the Trusts. of investments of realisation or retention selection, the in considerations ethical or social environmental, or standards labour account into take not does Issuer The CONSIDERATIONS INVESTMENT 10.3 – – – business days: on 5.00pm and offi 9.00am the between Issuer the of ces at inspection for available are documents following The DOCUMENTS 10.2 OF AVAILABILITY A free copy will be provided if you ask for it. for ask you if provided be will copy A free and Trust; Investment Motorway RiverCity of Constitution Trust; Holding Motorway RiverCity of Constitution (DRP Rules). Plan Reinvestment Distribution the of Rules made with the approval of Council (see Section 10.5.2). Section (see Council of approval the with made be only can Finance Motorway RiverCity or Construction Motorway RiverCity Concessionaires, the by made Any infrastructure investment (other than the Project) Investors. the of Resolution aSpecial by approval require would It Policy. Investment Principal the of avariation be would Tunnel not) or the adjoining immediately (whether project road major another in Trusts. Investment the of meeting ajoint at passed Investors of resolution ordinary an by approval the require would road) anearby or aconnecting on works road other in as (such investment other Any Resolution. aSpecial by approve Investors the if only changed be can policy This Tunnel. the from) accessible (or adjoining is immediately that land on signage advertising or centre service any lease and operate construct, to Trusts the allows also Policy Investment Principal The Project. inthe invest to is Trusts the of each of Policy Investment Principal The 10.4.1 Policy Investment Principal Trusts cannot issue any more partly-paid Stapled Units. Stapled partly-paid more any issue cannot Trusts up, the paid fully been have Units Stapled partly-paid initial the Once them. by held Units Stapled partly-paid the on payable and due allamounts pay to liable severally and jointly are Units Stapled partly-paid of holders Joint asset. inaparticular interest an confer not does It Unit. Stapled partly-paid the on up paid be to remains which amount the deducting after proportionate is Trust which respective the of assets inthe interest undivided equal an confers Unit Stapled partly-paid Each isdue. Instalment Final the that Investor an notify to omits accidentally Group Motorway RiverCity if or it, of notice receive not does Investor an if even payable isstill Instalment Final Rules, the Listing the to Subject Instalment. Final the of payment the postpone or revoke may Issuer Rules, the Listing the to Subject Date. Payment Instalment Final the on paid be will $0.50 of Instalment Final The application. initial the with paid be will $0.50 of Instalment Initial The partly-paid. issued be to are PDS this under offered being Units Stapled The Units Stapled 10.4.3 Partly-paid Investors. the of Resolution Special a without deleted or amended be not may Constitutions inthe provisions stapling The Investors. the of Resolution aSpecial without destapled be not may Units Stapled joint security. one as treated are they that so attached are Trusts two inthe units the Trust. Essentially, other inthe aunit of dealing or issue transfer, acorresponding without with dealt otherwise or issued transferred, be not must Trusts the of inone aunit that means other. Stapling each to stapled be to Trusts inthe units allow Constitutions The Stapling 10.4.2 survivorship unless the Issuer agrees otherwise. otherwise. agrees Issuer the unless survivorship of rights with incommon) tenants not (and tenants joint as hold Investors those Units, Stapled holding jointly as registered are Investors more or two Trusts. Where the in interest any having as recognised are Investors as registered persons law, by only required otherwise Unless holdings joint and 10.4.7 entitlement Legal Rules. Listing the breach would this if Rules Listing the classifi under securities” “restricted as ed Units Stapled of transfer any register not must Issuer The registered. until effective not are Transfers CHESS. by permitted manner in any transferred be can Units Stapled 10.4.6 Units Stapled of Transfer – – is: PDS this under issued Unit aStapled of price the relief, ASIC applicable and Act Rules, Corporations Listing the to Subject Units 10.4.5 Stapled for Price Issue Units. Defaulted the of holder former the to paid be must remaining balance Any proceeds. the from deducted be will Group Motorway RiverCity to payable amounts and expenses) Issuer’s the and interest (including allcosts cash, for sold are Units Defaulted the If Units. Defaulted the of inrespect due amounts all of payment receives Issuer the when ceases liability Investor’s former The interest). and expenses (including Units Defaulted the of inrespect Issuer the to Units Defaulted the of holder the by payable were sale of date the at which allmonies pay still must but Units Stapled those of inrespect Investor an be to ceases Issuer) the by sold are (which Units Defaulted of holder The Issuer. the by reinstated until suspended are Units Defaulted the with inconnection rights other and Constitutions, all voting rights, entitlements to Distributions the and Act Corporations Rules, the Listing the to Subject Defaulted Units. may be then disposed of by Issuer. the called are These and forfeited, be will Units Stapled partly-paid relevant notifi date and atime by paid not Issuer, the the by ed is Instalment Final the If non-payment. the of a result as Issuer the by incurred expenses allreasonable and interest pay must they Date, Payment Instalment Final the by Instalment Final the pay not does Investor an If 10.4.4 Instalment Final pay to Failure $0.50 will be paid on the Final Instalment Payment Date. Payment Instalment Final the on paid be will $0.50 of Instalment Final the and Units Stapled for application initial the with paid be will $0.50 of Instalment Initial The partly-paid. issued be will Units Stapled the However, $0.01 per unit in Investment RiverCity Motorway Trust. and Trust; Holding Motorway inRiverCity unit per $0.99 or insolvency of an Investor. an of insolvency or insanity death, the upon arepresentative of registration with dealing provisions contain Constitutions The RiverCity Motorway Investment Trust or its subsidiaries. subsidiaries. its Trust or Investment Motorway RiverCity refl to franked be by to paid tax ect intended are pays it that Distributions 30%). (currently rate tax corporate 1936. Act Assessment the of 6C Division under trust trading apublic be Trust will Investment Motorway RiverCity a company. as taxed be Trust isto Investment Motorway RiverCity acompany as Trust taxed Investment Motorway (d) RiverCity Trust. Holding Motorway RiverCity of income the on taxed be not will Issuer Trust, the Holding Motorway presently entitled to the net income of the RiverCity benefi resident Australian made are Tociaries extent the acompany. as taxed be not will and trust Trust isadistributing Holding Motorway RiverCity a distributing trust Trust – Holding Motorway (c) RiverCity Units. for subscribe they fi after Period Distribution rst inthe distribution apro-rata receive to entitled be will Tranche Equity Deferred the under subscribe who Persons Date. Calculation Distribution the after transferred are Units Stapled the if even Period Distribution the Date is entitled to receive the income distribution for Calculation aDistribution on Investor an as registered Aperson Date. Calculation Distribution the of months six within Investor an to paid be must distributions Income holds. Investor the Units Stapled of number the to according basis aproportionate on calculated is Investor an of inrespect distribution income The (b) Entitlement fithe distribution. xed including allDistributions, to applies This Distribution. so, Investors will not be entitled to receive a cash does it If Units. Stapled issuing by Distribution any of part allor satisfy to decide may Issuer The Issuer. the by decided be will Units Stapled the on Distributions Period, Distribution Fixed the After inarrears. semi-annually paid be will These distributions during the Fixed Distribution Period. fi semi-annual make to intend Board xed Group Motorway RiverCity the and Issuer the of directors The (a) Distributions Income Trust and Investors to 10.4.8 Distributions It will be taxed at the the at taxed be will It Income TaxIncome

PAGE 117 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 118 SECTION 10 – ADDITIONAL INFORMATION Underwriting Agreement is contained in Section 10.5.11. inSection iscontained Agreement Underwriting DRP the of Adescription Underwriter. DRP the by underwritten be will Period Distribution Fixed the during fi the of DRP the exception the Distributions, With two rst Section 10.5.10. in iscontained DRP the on information DRP.the Further under Units Stapled new of issue the by Units Stapled of holders other to relative diluted be will Trusts in the DRP, inthe holding their participate not does Investor an If contrary. the to Issuer the notify Investors unless Units inStapled reinvested be will Distributions the of part any allor which under reinvestment, aselective implement to intends Issuer the Period, Distribution Fixed the During reinvestment. selective a or reinvestment optional an reinvestment, mandatory isa reinvestment the that decide may Issuer The Units. Stapled inadditional Distribution any allof or some reinvest to Investors require or permit may Issuer The (DRP) Plan Reinvestment Distribution (f) Units. Stapled additional of issue of way by or incash be may Distribution The held. Units Stapled of number the to according rata pro Investors to income or capital of amount any distribute time any at Trusts, may the of entity Issuer, responsible the The as Distributions (e) Other with the procedures set out in the Constitutions. inthe out set procedures the with inaccordance out carried be must sale This Investor. the by request without Rules Listing inthe provided as parcel amarketable than less comprise which Investor an by held Units Stapled any sell time, to time from discretion inits may Issuer the Listed, are Trusts the While 10.4.12 holdings Small simultaneously. held be may Trusts the of Meetings held. Units of dollar each for vote one has Investor Each procedures. voting the out set Constitutions The telephone. including means technological any by held be may Meetings proxy. by or inperson present Investors istwo ameeting for quorum The Act. Corporations the by required if so do must Trusts. It the of Investors of ameeting convene time any at may Issuer The 10.4.11 voting and Meetings Trusts. the from Units Stapled the withdraw or Units Stapled the redeem to right no has Investor An 10.4.10 withdrawal or Noredemption Constitutions. the by permitted as or law by required as Investor, the by owing amounts other or taxes any Investor) aformer (or Investor an from received or to paid be to amounts from deduct may Issuer The owing amounts and 10.4.9 tax and Deductions – – IssuerThe may also: Issuer’s position. inthe were they if exercise would person a reasonable that skill and care of degree the exercise to and Investors, of interests best inthe and honestly act to duty the include These Act. Corporations inthe contained mainly are Trusts the of entity responsible as duties Issuer’s The Policy. Investment Principal the to subject assets those of owner absolute the were it if have would it Trusts the of assets the with deal to powers allthe has Issuer The 10.4.13 Issuer the of Powers entity of the Trusts. the of entity responsible as isremoved or retires Issuer the after apply to continues indemnity law. by The allowed indemnity any to isinaddition indemnity Trust. This the to relation in duties or powers its of any exercising or performing inproperly it by incurred liability any aTrust for of assets indemnifi be to right abroad has the of Issuer out ed The Trusts’ assets. the from indemnifi be to ability Issuer’s the to ed islimited liability Issuer’s the Trusts, and the to relating way inany suffered loss any for Investors to otherwise or tort in contract, liable isnot Issuer the Act, Corporations the to Subject 10.4.15 Issuer the of favour in Indemnity that Trust. of assets the of out reimbursable aTrust of are respect in duties its of performance proper inthe Issuer the by incurred allexpenses Act, Corporations the to Subject consent. Investor without increased be cannot and annually CPI to indexed fi are its of fees These remainder the appointment. year ve for year per GST) (excluding $5,000 and appointment its fi the Trust for Investment of year rst Motorway RiverCity of entity responsible as acting for GST) (excluding Issuer is also entitled a to management fee of $5,750 fi its of The remainder the for year appointment. year ve per GST) (excluding $495,000 and appointment its fi the Trust for Holding of Motorway year rst RiverCity of entity responsible as acting for GST) (excluding IssuerThe is entitled a to management fee of $569,250 the Issuer 10.4.14 of expenses and Remuneration time, including more than once aday. once than more including time, any at Trusts the of value asset net the determine and otherwise); determines it unless value market (at time any at Trusts the of assets the value the change will not adversely affect Investors’ rights. Investors’ affect adversely not will change the considers reasonably Issuer the that provided Issuer the by executed deed by amended be also may It Investors. of resolution by amended be may Constitutions The 10.4.20 Constitutions the of Amendment 10.5.12.in Section isincluded Agreement Appointment the of A description accordance with the terms of the Appointment Agreement. in option call and aput of exercise the on Issuer the of corporate body arelated to afee pay may Group Motorway RiverCity of member another or Issuer The 10.4.19 fee Option Call and Put benefi or payment t. such for Investors to account to required isnot Issuer The entity. responsible as retirement its (b) (a) responsible or entity its associates in relation to: abenefi by, paid receive be or to incoming the t from, entity responsible incoming an with agree may Issuer The benefi Retirement 10.4.18 time. later any at Trust arising relevant the to relation in allobligations from isreleased it isremoved, or retires Issuer the When fiwithin appointed. was it after years ve Trusts the of entity responsible as retire not may Issuer 10.5.12), Section (see Services the Motorway RiverCity by so do to requested or law by to Issuer required either Unless the of Retirement 10.4.17 separately. and jointly both Units Stapled those of respect in liable are Investors the jointly, Units Stapled their holding as registered are Investors more or two Where court. superior fi been not has issue a by the as determined nally inallcircumstances islimited liability Investor’s an that assurance absolute an provide cannot Issuer However, the debts. its meet to unable aTrust be aTrust should of creditors any or Issuer the indemnify to liable personally be Investor, an being of reason by solely above), stated as than (other not should law, Investor an current and Constitution each on Based Investor. an with agreement aseparate makes otherwise or actions Investor’s an of aresult as fees pays” “user or tax for liability any incurs Issuer the extent the to except Unit aStapled for amount unpaid any with together Trusts inthe investment their to Investor each of liability the limits Constitution Each 10.4.16 ofInvestors ofliability Limitation entity as its replacement; or as replacement; its entity responsible incoming the Investors the to nominating and Investors of ameeting to retirement its for aproposal submit to agreement an into entering t Financial Industry Complaints Service. Complaints Industry Financial the of isamember Issuer The 1300 808. on 780 them www.fi phone may Investors cs.asn.au. Alternatively, at online or 8007 VIC Melbourne, West, Street Collins 579, Box PO Limited, Services Complaints Industry Financial to complaint the take may they satisfi isnot Investor outcome, an If the with ed days. 45 within complaint the resolving to aview with complaint each to respond must and Investors to complaints written of acknowledgement written give must Issuer The fairly. and promptly complaints resolve to seek and complaint the with deal to faith ingood act must Issuer The complaints. handle to Issuer the by designated body or aperson by inadetermination resulting consideration proper receives Trusts the to inrelation Investor an from a complaint that ensure must Issuer The Investors. by complaints with dealing for procedures out set Constitutions The Complaints 10.4.22 Investors. the of Resolution Special by variation or amendment the approve Investors the if varied or amended be only may Units Stapled to attaching rights The 10.4.21 Investors’ rights of a winding up and distribution of its respective assets. respective its of distribution and up awinding of completion on terminated until continue will Trusts The 10.4.24 Trusts the of Duration termination. the of out arising payments priority any and alldebts, of payment after Units, Stapled of holding paid-up their to proportionate Trusts the of assets the of value the of ashare receive to entitled are Trusts, Investors the of up In awinding Trusts. the of each up wind may Issuer the when circumstances the out set Constitutions The 10.4.23 up Winding

PAGE 119 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 120 SECTION 10 – ADDITIONAL INFORMATION MAIN PROJECT DOCUMENTS WITH THE COUNCIL 10.5.1TABLE stated. otherwise unless 2006, 24 May Wednesday about or on executed were contracts main 10.5.2 10.5.13. inSections Section out to isset contracts main the of the All of some of description detailed A more inTable out 10.5.1. set as are matter, subject the of description abrief and parties the including contracts, main The the Project. to inrelation Group Motorway RiverCity by into entered contracts material the of asummary contains Section This documents Main 10.5.1 SUMMARIES 10.5 CONTRACT MATERIAL vneOto Contract. O&M the under Operator the or Council. from land certain acquire to option Concessionaires’ the of terms the out sets This Concessionaires the of default any with deal to how 10.5.3. Section see information more For Option Avenue Motorway Trustee. Asset RiverCity and Council The Shafston and Option Terrace O’Connell the to access Concessionaires the gives This including Operator, the and Concessionaires the Bilfi Australia. Berger nger and Contractors Leighton Operator, the the under Builder the or Construction Motorway Trustee. Asset Motorway RiverCity and Council The Council, the between relationship the Regulates D&C deal to Builder, how the and including Construction RiverCity Concessionaires, Lease and the of Lease default the Motorway with RiverCity Concessionaires, the Bilfi and Queensland Civil. Berger nger to Agreement Bilfi 10.5.2. Hornibrook Section see Berger, Baulderstone nger information more For Holdings, Leighton AW Baulderstone, Concessionaires, the Council, The Builder, the Construction, Motorway Deed Side O&M Construction. Contract. Motorway RiverCity and Finance Council, the between Council. the relationship and the Regulates RiverCity Concessionaires, the Council, The Lenders the between relationship the Regulates Motorway RiverCity Trustee, Security Council, the to assets their allof charge Finance Deed Side D&C the Concessionaires, the Council, The matter Subject Deed Side Finance Debt Motorway RiverCity and Concessionaires The Finance. Motorway RiverCity and Concessionaires the Council, The Charge of Deed Council Concessionaires. the and Council The Parties Deed Project Council the with documents Main Project

the Tolling System if it does so. does it if Tollingthe System of Commissioning on million $3.9 Trustee Asset Motorway RiverCity pay to agrees but option Terrace O’Connell the terminate may Council The Operations. Motorway RiverCity to land the sub-lease to agreed has Trustee Asset Motorway RiverCity Completion. Construction following grant will Council the which lease the of form agreed the contains Tunnel. also the It build to site construction areceiver. appoint to including charge, the under rights its exercise Deed, Side Finance Debt the of terms the to may, subject Council the a default, is there If Council. to obligations their secure to them. between risk allocates Tunnel and the of operation and construction fi design, the concerning Council and nancing, Concessionaires the of relationship the Regulates

MAIN FINANCING DOCUMENTS Cntuto. Construction. and Bilfi nger Berger. from Leighton Holdings and Bilfi and Holdings Leighton from Berger. nger the of aguarantee Contains Operator. the and Bilfi Operator. the and Australia Berger nger Contractors, Leighton Agent, Lenders the Builder. the and Construction Motorway RiverCity Bilfi and performance Builder’s the of Berger. nger aguarantee Contains Holdings Builder, the Leighton Construction, Motorway RiverCity Agent, Lenders’ the Lenders the between relationship the Regulates Construction. Motorway RiverCity Trustee, Security the Concessionaires, The Deed Consent O&M hedges. and Lenders the Lenders, the between relationship the and Regulates Services Motorway RiverCity Finance, Trustee, Security the Concessionaires, by The provided funding those by the secure granted securities securities These various the Lenders matter Subject 10.5.6. Deed Section see Consent D&C information more For Trustee. Security the and Motorway RiverCity Concessionaires, The Group Motorway RiverCity of members Charges 10.5.5. Section see information more For and Mortgage Providers. Hedge and Lenders the the for hold to agrees Trustee Security The 10.5.4. own build, Section to see funding information provide to more For agree Lenders The Tunnel. the operate and Trustee, Security the Agent, Lenders’ the certain Finance, Motorway RiverCity Trust Deed Group, Security Motorway RiverCity of members certain Finance, Motorway RiverCity Parties Agreement Subscription Note Loan documents Main fi nancing $377 pay to agrees Council The Motorway RiverCity and Council The Deed Works Council Builder. the and Construction Operator. the and Concessionaires The Subject Contract O&M and construct design, to isappointed Builder The matter Motorway RiverCity Concessionaires, The Contract D&C Parties documents operation and construction design, Main OPERATION DOCUMENTS AND DESIGN, CONSTRUCTION MAIN 2 Council payment obligation arises upon Commissioning of the Tolling System. Tolling the of Commissioning upon arises obligation payment Council 2 This amount will be set by rates impacted on interest Financ 1 ial Close and may also be by impacted conditions imposed by the C the work to the Builder under the D&C Contract. D&C the under Builder the to work the will form part of the Tunnel. the of part form will that works certain build to Construction Motorway RiverCity to Tolling the of System Commissioning Contractors and Bilfi and Australia. Contractors Berger nger Operator’s Leighton performance, from hedges. and Lenders the by provided funding the of guarantee a give also Group Motorway RiverCity of members Those Group. Motorway RiverCity of members Tunnel. the for services maintenance and operation roadside provide to isappointed Operator The Processing System). commission the Tunnel (other than the Data 2 It will sub-contract sub-contract will It 1 oordinator General. million on on million

PAGE 121 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 122 SECTION 10 – ADDITIONAL INFORMATION For more information see Section 10.5.13. Section see information more For 10.5.12. Section see information more For Issuer The and entities certain in RiverCity Motorway Issuer The and entities in RiverCity Management Deeds Group. AMRO ABN and Services Motorway RiverCity to Issuer. the and Services Motorway RiverCity Issuer inthe shares the sell to Australia AMRO ABN require can Services Motorway RiverCity Contractors, Leighton Concessions, Bilfi Australia, AMRO ABN Berger nger Agreement Appointment For more information see Section 10.5.9. Section see information more For under Trusts the by Units Stapled of issue the the 10.5.8. Section see information more For DRP. underwrite to agrees Underwriter DRP The 10.5.7. Section see information more For Issuer. the and Underwriter DRP The Agreement Underwriting DRP and DRP Asset Trust. Motorway in expenses and fee adevelopment Sponsors RiverCity and Underwriter. the Investments, the paying Trusts the to agrees Issuer The Motorway Issuer, the Leighton Sponsors, The Agreements Support Sponsor Subject Bilfi Motorway Leighton and BOT Berger nger others. and Issuer the Investments, Offer. the Bilfi underwrite to Motorway agrees BOT, Leighton Berger nger Underwriter The Deed Commitment matter Equity Deferred others. and Issuer the Underwriter, The Agreement Underwriting Parties documents Main equity DOCUMENTS EQUITY MAIN obligations in relation to the Project. the to inrelation obligations and rights respective their out setting documents, other various into entering also are Group Motorway RiverCity of members other and Concessionaires The are notare mentioned here. which obligations qualifi other and further rights to cations 10 is summarised documents not exhaustive. have The Section inthis contracts material the of summary The Motorway Group. Motorway RiverCity of affairs the manage to Services appoint Group Motorway RiverCity Motorway Issuer. inthe shares the buy to Services Motorway RiverCity require can Australia 10.5.11. 10.5.10 Sections see information more For and their investment in Stapled Units. inStapled investment their of inrespect arrangements escrow certain with Bilfi comply procure to to BOT agree Berger nger Hornibrook Baulderstone and Concessions Berger Bilfi and comply to agrees nger Investments Motorway Leighton Close. Financial to up and Offer the Tunnel bidprocess, their to relation Date. Contribution Equity Deferred the on Trusts the to equity subscribe to undertake Investments Documents. Project the under obligations their of Concessionaires the by performance the secure to million $5 for bond aperformance Council the give must Concessionaires The Concessionaires by provided be to bonds Performance Concessionaires. the and Council the of obligations and rights the and out, carried be will Project the which on terms the out sets Deed Project The Purpose Concessionaires. the and Council The Parties Deed Tunnel Project Bypass 10.5.2 North-South DIAGRAM STRUCTURE MOTORWAY –CONTRACT RIVERCITY entities thatare the sixRiverCity below thisline Lenders have security over Documents Financing Lenders Agreement toLease RiverCity Motorway RiverCity Motorway RiverCity Motorway RiverCity Motorway RiverCity Motorway Finance PtyLtd Asset Trust 2 Holding Trust Asset Trust 100% 100% 100% Council’s andLender’s completed tollroad D&C Contract Project Deed Sub-lease of Sole Deeds Customers Investors Stapled Council land provided by those authorities are provided to the the to provided are authorities those by provided land to access which under Roads), Main of (Department State the Railand Queensland with agreements interface with comply also must Concessionaires The land. of corridor agreed the of aLease grant must Council the Tolling the of System, Commissioning the Upon land. additional any to access obtain Concessionaires the help to responsibility no has Council The costs. extra and delays as such this, to relating allrisks accept they but land, additional request may Concessionaires The dates. agreed certain by land of corridor agreed an available make must Council The Land (indexed). million $20 to up of bonds performance lodge to Concessionaires the require may Council the satisfactorily, Tunnel the operate not do Concessionaires the If Construction PtyLtd RiverCity Motorway RiverCity Motorway RiverCity Motorway RiverCity Motorway RiverCity Motorway RiverCity Motorway Customer contracts Investment Trust Holdings PtyLtd Operator Pty Ltd Builder Contract O&M

PAGE 123 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 124 SECTION 10 – ADDITIONAL INFORMATION to meet changes in applicable standards or guidelines. or standards inapplicable changes meet to Tunnel lining the of thickness the or system ventilation the Tunnel or the of diameter the alter to required be not will it However, life. design residual its and Period Concession the throughout so remain will and purpose, intended Tunnel isfi the that ensure isto its responsibility t for Specifi overall Concessionaires’ Performance The cation. the with inaccordance built be Tunnel must The phase Construction or ontofrom that land. coming pollution any and defects, latent and artefacts contamination, new or pre-existing any includes This Project. the for used land the of condition the to relating Council against as allrisks bear Concessionaires The issues and environmental Land conditions Project. the constructing of purpose the for Concessionaires Australian toll roads, that will enable customers of the the of customers enable will that roads, toll Australian other of operators the with agreement interoperability an into enter to try must Concessionaires The toll-free. earlier than expected, a of portion that period must be occurs 10.6). Date Tunnel Opening the If Section to (refer the of changed, although fees must comply the with provisions be can they how out sets also It levied. and calculated be will fees and tolls how out sets Deed Project The Tolling obligations. legal other with comply to or public general the of members of safety or health the to risk material traffi for is open kept be there Tunnel must c unless The Tunnel the open keep to Obligation indicators. performance key prescribed certain and Practices” Best Maintenance and “Operation with Tunnel inaccordance the repair and maintain operate, must Concessionaires The phase Operating Council. to paid be will balance unused Any provided. be to them requires Council if improvements, Tunnel-related area local certain for pay to $20,200,000 of amount an aside set must Tunnel. Concessionaires the of The capacity or patronage use, the affects adversely that amodifi require cannot Council costs. cation operating modifi additional any including Council, from cations such of cost the recover can Concessionaires the modifi require may Tunnel, the Council and to cations Modifi Council. to Concessionaires the by payment damages any to rise give not may and Deed Project the of abreach necessarily isnot objective this achieve to However, afailure Close. Financial after Tunnel months 50 by the of completion achieve to efforts best their use must Concessionaires The Transport Infrastructure Act 1994 Act Transport Infrastructure cations requested by the Council the by requested cations (Qld) (Qld) that have already been taken into account by the Traffi the by account into taken c been already have that Tunnel) the to connections new as (such improvements network road to apply not does obligation This increase. that of 50% Council the pay must Concessionaires Tunnel, the the operating from received revenue the in increase inan result network road the to changes If Compensable enhancements above. paragraph inthe described payments the to inaddition Model, Financial Case Base inthe shown year that for revenue the of 30% of amaximum to up level, that above revenues excess the to equal Council the to rent lease additional further pay must Group Motorway RiverCity Model, Financial Case Base inthe year, shown as that for projected revenue the of 70% exceeds revenue Group’s Motorway RiverCity Period, Concession the of end the to 36 year of start the from year any during If Deed. Project the of terms the under Council the to rent lease additional pay to required is Group Motorway RiverCity Model, Financial Case Base inthe profi shown year revenue the particular any for le Group’s Motorway RiverCity Where exceeds revenue rent lease Additional short-term work. occasional by or hours, innon-peak undertaken be must work the Phase, Operating the during isbuilt connection Pacifi the or road Link Airport c Motorway the than other anything If out. carried being from Project the prevent not Tunnel. must the this However, by used area inthe or under above, works other of construction authorise may and facilities, transport other Tunnel to the connect may Council Period, Concession the During works Council Proximate traffi install road. to any or on road, measures c calming traffi restrict or any close c upon to State the or Council upon obligation Specifi no contains Deed Project cally, the regime”). effect adverse “Material heading the under below (see Project the of terms the Groupmay be Motorway entitledRiverCity to re-negotiate and Event, MAE isaPossible this Phase, Operating the during reasons) permitted other or safety for than (other Hills, principa or if certain Bowen and Woolloongabba between isopened tunnel acompeting However, if network. transport Queensland the of management or development intheir State the or Council the restricts Deed Project inthe Nothing restrictions or closures road no and unaffected is network transport Queensland conducted. be must audit service customer annual An complaints. customer with dealing for procedures contains also It products. tolling and contracts customer to applying conditions contains Deed Project The service Customer versa. vice and tollways, other on tags electronic their use to Concessionaires l traffi closed are c connections – – – – – – – – – – – – if: are ones main The Events”. MAE “Possible called are These Project. the on effect adverse amaterial having of capable are matters Certain regime effect adverse Material earlier expected. than completed are connections those if apply may it although traffi Tunnel, the utilising inforecasting c volumes Expert – Concessionaires to: the of ability the on effect adverse a material has which occurred, has Event MAE aPossible If effect. adverse amaterial suffered nevertheless have Concessionaires the ismade, payment that after if Event, MAE aPossible be also may change The modifi Concessionaires. the by direct incurred costs cation the pay must Council and Council, by Tunnel requested the amodifi as treated be will it to Period, cation Construction the during occurs events two last these of either If receiving (up to the Base Case Equity Return), Equity Case Base the to (up receiving previously were they return the Investors the pay and dates; due the on Debt Senior the repay Project. the for approval planning the of terms inthe occurs a change or law; State or Commonwealth of change a inairfi by a change occurs, requirements ltration be operated; Tunnel may the way inthe inachange results Project the for approval planning the to a challenge atime; at days 30 than more for action, terrorist of measures, in response a to published threat” “extreme security provide to required are Concessionaires the Deed; Project the of date the at offences parking enforcing for procedures recovery Council’s to manner inasimilar (Qld) the under offences of enforcement the pursue not does Council Council; to State the by granted site the of leases head of amendment Council); by laws local (including law inState occurs change a discriminatory occurs; event majeure force uninsurable an Tunnel; the of a native title claim or prevents changes the operation Hills; Bowen and Woolloongabba between isopened tunnel a competing Road; Lutwyche and Bypass City Inner Avenue, Shafston Pacifi the are Road, Ipswich connections c Motorway, These reasons). permitted other and safety for than any of principal the traffi isc connections closed (other Transport Infrastructure Act 1994 Act Transport Infrastructure

will not be regarded as triggering a change of control. control. of achange triggering as regarded be not will Units Stapled quoted of atransfer and Concessionaires) a listing of the Trusts parent (the entities of the However, consents. Council the unless Concessionaires, the by a default trigger may changes) upstream (including Concessionaires the of control of A change Changes of control of Concessionaires arm’s length commercial terms. on be must corporate bodies related with transactions All Project. the to islimited business Concessionaires’ The Concessionaires the on Restrictions construction. during areas traffi manage must c inadjacent Concessionaires The traffi and operation Road them. obtain to obligation their from excused be may Concessionaires the terms, reasonable commercially on available not are or unavailable, are insurances required the If insurance. interruption business and indemnity professional liability, public cargo, marine works, contract include will policies The Project. the insure must Concessionaires The Insurance exceptions. limited with occurred has subcontractors their or Concessionaires the by obligations of breach any not or whether Project, the from results which allliability from associates its and Council the indemnify Concessionaires The exceptions. limited with facilities, related Tunnel other and the to damage or loss of risk the bear Concessionaires The Council the to indemnities and injury personal and damage Property event. majeure aforce by delayed or prevented are they if suspended be may obligations non-fi their of performance nancial Concessionaires’ The majeure Force objective. relevant the achieve to used be reasonably cannot options other the if considered be only will Council by Acontribution tolls. of level the and Period Concession the of length the as such terms, Project the to changes include will consideration for options The “excess” return. that restore to seek not will negotiations the Return, Equity Case Base the than greater return a receiving previously were Investors if words, In other Return. Equity Case Base the exceeding not but position, previous their to Concessionaires the restore which Project the of terms the to changes determine to Council then the Concessionaires may open negotiations with the c management c

PAGE 125 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 126 SECTION 10 – ADDITIONAL INFORMATION the Project Deed. Project the under isrequired that condition Tunnel isinthe the that ensure to needed any) (if work the of cost estimated the upon depend would bond performance any of amount The account. escrow an into paid be must Period Concession the of years three last the for costs) maintenance and operating (after revenue certain or Council, to given be must bond aperformance either obligation, this To secure Deed. Project the with complies which condition ina Period Concession the of end the at equipment) Tunnel (including the over hand must Concessionaires The Period Concession of end at Handover default. the of circumstances the on depending Council, the from damages claim to aright have may they although Deed, Project the terminate cannot Concessionaires the then terminate, to right express an to rise give not does that Documents Project the under obligation an breaches Council the If Council. the from payment termination early an receive and Deed Project the terminate may Concessionaires the resolved, isnot circumstance relevant the if Ultimately, occurred. not had circumstance relevant the inif been have would they position tax after suffi net payment inthe them suspension place to cient a Concessionaires the pays it provided 24 months, to up for notice termination that suspend may Council The land. the access to licence a give to afailure or land the of resumption change, law adiscriminatory decision, aCourt by months two than more for isblocked Project the if including circumstances, of number alimited inonly Council the to notice by Deed Project the terminate may Concessionaires The Termination by Concessionaires Concessionaires. the to compensation any pay to obliged isnot Council the Concessionaires, the by default a to due Council the by isterminated Deed Project the If breach. the remedy to months) the Concessionaires entitled are to a period (up to six Deed, Project the terminate may Council the Before the Concessionaires. by default of events various out sets Deed Project The Council the by termination and Concessionaires the by Default Model. Financial Case Base inthe account into taken arefifrom refi the if except nancing, isalready nancing arising gain any of 50% receive must Council withheld. unreasonably be not must consent That Debt. Senior refi any to isrequired consent the of Council’s nancing Refi nancing combination of these. a or determination expert arbitration, negotiation, involves This Deed. Project the with connected alldisputes for procedure resolution isadispute There Dispute resolution under the heading “Obligation to complete construction”). complete to “Obligation heading the under below (see circumstances in some Builder the to payable be also may costs Delay Council. or Concessionaires amodifi of aresult as the by increases proposed cation Contract D&C the under work the of cost the or scope the where including circumstances, inlimited payable be will claims. Variations progress monthly make to entitled afi is paid It be will Price. Builder The Contract D&C xed Payments $200,000,000) towards repayment of their facilities. their of repayment towards $200,000,000) isinitially (which threshold indexed an of inexcess proceeds insurance allof or some apply to able be may Lenders the Project, the replace or repair to viable economically isnot it that including conditions of anumber to subject However, Project. the of reinstatement or repair towards applied be to Concessionaires the by received proceeds insurance requires Deed Side Finance Debt the Generally, Trustee. Security the and Council the by held securities the of priority of order the and Documents, Financing the under rights its of Trustee Security the by exercise the Charge, of Deed Works Council the and Charge of Deed Council the under rights its of Council by exercise the Deed, Project the under Concessionaires the by default of events of remedying the as such matters with deals It Project. the over security their concerning Trustee Security the and Council between relationship the regulates agreement This Purpose Security Trustee. the and Construction Motorway RiverCity Finance, Motorway RiverCity Concessionaires, Council, The Parties 10.5.3 Deed Side Finance Debt – – include: contract this under obligations Builder’s The obligations Primary and Builder. the Construction Motorway RiverCity Concessionaires, The Parties 10.5.4 Contract D&C the defect is corrected, if later). if iscorrected, defect the date the from 12 (or months Completion Construction after 12 of months aperiod for works) other certain Tunnel (and the of inrespect alldefects correcting and responsibility); Concessionaires’ is the which System, Processing Data the than Tunnel (other the of commissioning and construction design, the (h) events; majeure force (g) planning the to) achange (or to challenge alegal (f) heritage cultural of artefacts Aboriginal of discovery (e) the or Council the by required testing additional (d) native title claims; (c) Builder; the by suspensions permitted certain (b) modifi approved Tunnel; the to certain cations (a) include: events Those Event”. Extension “Completion a of reason by delayed be will isor it if Date Completion Construction Expected the to (“EOT”) time of extension Financial Close. However, the Builder is entitled an to after months 50 by responsibility) Concessionaires’ isthe which System, Processing Data the than (other Tunnel the of construction complete must Builder The Obligation to complete construction parties. other the or Builder the by default any with dealing for procedures out sets Contract D&C The party any by Default business insurance. interruption advanced out take to intend Concessionaires The Council. and Concessionaires the of names joint inthe insurances hold must Builder the Period, Construction the During Insurance Bilfi and Holdings Leighton of Berger. nger Concessionaires each guarantees from with performance the provide also must Builder The documents. related other and Contract D&C the under obligations its of performance Builder’s the secure bonds These Price. Contract D&C the of 8% totalling bonds of aset Trustee, Security the and Construction Motorway RiverCity Concessionaires, the of infavour provide, must Builder The guarantee performance and bonds Security offi agents. or employees cers, sub-contractors, its Builder, the of actions criminal fraudulent or misconduct wilful for liability or parties third to Builder the of liability any to apply not does limit This policies. insurance its from recovers Builder the that proceeds insurance any plus Price Contract D&C the of 50% to islimited law at or statute under negligence) (including intort and Contract D&C the of breach for liability Builder’s The of Builder’s liability Limitation Deed or Lease by Council; and Council; by Lease or Deed Project the of abreach from arising one including Concessionaires, the by Contract D&C the of breach approval; signifi cance; Concessionaires; borne by the Concessionaires. the by borne is cost delay, of the days 60 second the for and costs its fi the delay. For the bears Builder delay, of the days 60 rst fi the cover not does policy That 120 of rst days insurance. interruption business advanced the under recover to able are Concessionaires the that extent the to only but costs, Builder will be entitled an to extension of time and delay the event, majeure force insured an to isdue construction 120 incompleting than days greater adelay If 10.5.2). Section (see regime effect adverse material the under Deed Project the under terms Project the to changes compensatory negotiate can they if damages), liquidated any of repayment (including costs delay its Builder the pay must Concessionaires law, the in State change adiscriminatory or event majeure force uninsurable an to due construction of incompletion isadelay there If million. $200 approximately to Tunnel islimited the of completion delayed for Builder the by Group Motorway RiverCity to payable damages liquidated of amount The $400,000.00. approximately of rate adaily delay, at that for damages liquidated pay must reason which for the Builder is not entitled an to EOT, it any by caused Date Completion Construction Expected the beyond construction of completion inthe isadelay there If Concessionaires). the by solely caused are EOTs compensation or the to rise giving events the (unless policies insurance its through or Deed Project the under either Concessionaires, the to available are EOTs compensation such or that extent the to limited are Concessionaires the from compensation EOTs and recover to rights Builder’s the Generally, fi isnot date. later construction that by nished if damages liquidated pay to liable be only will Builder the If the Expected Construction Completion Date is extended, (i) and expansions). and improvements refurbishments, and repairs major as (such services additional and accidents) from arising roads to repairs as (such services reimbursable out carry to Operator the direct may Concessionaires The services”). “core (the System Processing Data the not but System Collection Data Roadside the including Period Concession the Tunnel for the of maintenance and operation isthe obligation primary Operator’s The obligations Primary Operator. the and Concessionaires The Parties Contract O&M 10.5.5 Queensland Department of MainQueensland Department Roads. the Railor Queensland as such it, to party another by land) certain to access obtaining for agreements are (which agreement interface an of breach

PAGE 127 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 128 SECTION 10 – ADDITIONAL INFORMATION defaults by the Operator. the by defaults with deal to procedures contains Contract O&M The Operator of respect in default of Events (indexed). million $20 to up of abond lodge to required be may it Contract, O&M the breaches Operator the if In addition, performance. its secure to (indexed) million $5 of abond provide must Operator The bonds Security period. rolling 12 month ineach incurred liability to apply will and indexed are amounts these of Both requirements). Group’s Motorway Council’s requirements) and $4,000,000 (for RiverCity $1,064,000 to (for islimited period rolling 12any month over specifi meet to standards failing for performance ed liability fi Operator’s that The period. operating year ve over fee services core annual average its to equal amount fi each an during to is limited, period, operating year ve Contract O&M the breaching for liability Operator’s The liability Operator’s of Limitation fi Phase. each Operating the during period year ve of end the to prior months six than later no renegotiated fi be will successive period each for fee operating year ve services core the and services core the to adjustment Any perform. to isdirected it services additional and reimbursable any for amargin plus costs direct its paid be also will Operator The movements. WCI and CPI account into take to quarterly escalated be will fee This the fiafter ve year of anniversary Completion. Construction year inthe June 30 on end and Completion Construction fi (the on period commence will operating period rst fi each for services core year the ve of performance fi annual an paid be will the Operator for The fee xed $4.6 million. approximately of fee aramp-up paid be will Operator the Completion, Construction before performed services For Payments – following: the comprise will agreement the under provided be to facilities The Trustee. Security the and Agent Lenders’ the Providers, Hedge Lenders, of a syndicate Group, Motorway RiverCity of members other certain Finance, Motorway RiverCity Concessionaires, the isbetween document This Agreement Subscription Loan Note 10.5.6 Financing Documents Deferred Equity Commitment Deed. Commitment Equity Deferred the under Investments Motorway Leighton and BOT Bilfi by for subscribed are Units Berger nger Stapled until costs fund to facility isabridge This costs. fi and operating development, nance construction, fund $155 of to million maximum Facility: Bridge Equity distribution on Stapled Units when: Units Stapled on distribution any to apply not do restrictions distributions These satisfi are ratios cover ed. service debt certain and occurred have defaults potential or defaults no that Tolling the of System, satisfi Commissioning the after ed) are ratios cover service debt additional certain if 18 (or months, 24 months least at ismade distribution satisfi are conditions the that certain if ed, including permitted be only will Investors the to Distributions Finance Side Deed Table (see 10.5.1). Debt the with inaccordance pay to isobliged Council which payment sum inalump Finance Motorway RiverCity by repaid be will Facility Works Council The Deed. Commitment Equity Deferred the under tranche equity deferred the from repaid be will Facility Bridge Equity The Completion. Construction on Facility Term Debt the to convert will Facility Construction the under Drawings to call for early repayment of the Senior Debt. Debt. Senior the of repayment early for call to events of default. of Breach these will entitle the Lenders and Concessionaires the and Finance Motorway RiverCity by given undertakings and warranties representations, contains also Agreement Subscription Note Loan The achieved. level ratio actual the on depending inpart, or inwhole Facility Term Debt the repay must Finance specifi Motorway RiverCity dates, calculation ed satisfi not are ratios the of cover any at ed service debt particular If provisions. prepayment mandatory contains also Agreement Subscription Note Loan The balance. minimum acertain maintain to requirement a to subject being account reserve service debt the with account, reserve service adebt and account reserve aramp-up establish also must Concessionaires The – – – – operating and fi and operating costs. nance development, construction, fund $1,440 to million of maximum Term and Facility: Construction Table(see 10.5.1). Deed Works Council the under constructed works of inrespect Council the from isreceived payment until costs fund fi to facility isabridge This costs. nance and operating development, construction, fund to million $475 of maximum Facility: Works Council no actual cash payment ismade. payment cash actual no account; or reserve plan reinvestment distribution the from or Plan Reinvestment Distribution the under made – – agrees to underwrite: Underwriter the Agreement, Under Underwriting the Obligations Primary Issuer. the and Underwriter The Parties 10.5.7 Agreement Underwriting respectively. Operator the and Builder the by defaults payment and respectively Contract O&M and Contract D&C the under obligations of performance the cover will guarantees The Contract. O&M the under Operator the of obligations Bilfi and the of Australia Contractors Berger nger Leighton from aguarantee contains Deed Consent O&M The Contract. D&C the under obligations Hornibrook’s Baulderstone and Queensland of Bilfi nger Berger Civil, Baulderstone Hornibrook Bilfi from and Contract Berger nger D&C the under Leighton Holdings of Leighton Contractors’ obligations from aguarantee contains Deed Consent D&C The consent. Lenders’ the without Project, in the change can others and Concessionaires the what limit will documents These matters. related other and Contract, O&M the and Contract D&C the over controls certain with Lenders the providing deeds consent two be will There Consent Deeds and charges. bysecured mortgages are Finance Motorway RiverCity of obligations The Securities contain any material omissions. material any contain or deceptive or misleading are which statements material any contain not will information public and documents offer the that and Rules Listing the and Act Corporations the with complies PDS the that ensure to obligations and warranties Issuer, representations, the on including obligations various imposes Agreement Underwriting The Tunnel. the of design concept Group’s Motorway RiverCity of account take to General, Coordinator the from report inthe Project the for approval planning the to conditions new or changed any of aresult as required funding equity any and Close Financial to through movements rate interest potential cover to Units Stapled 75million to up for subscription, procure or subscribe, to agreed has Underwriter The the call on the partly-paid Stapled Units (Call). Units Stapled partly-paid the on call the and (Offer); investors institutional and retail both to Issuer the by made Units Stapled of offer an obligations under the Underwriting Agreement. Underwriting the under obligations its with comply to failing or Offer, the making or PDS the of distribution the PDS, in this omission or statement deceptive and misleading any of aresult as incurred all losses against Underwriter the indemnify to agreed has Issuer The Indemnity (v) (iv) (iii) (ii) (i) (b) (a) receive: will Underwriter The Payment (d) (c) (b) (a) are: events These Close. Financial until up events certain of occurrence the on Agreement Underwriting the terminate may Underwriter The Events Termination respect of the Offer and the Call including: Call the and Offer the of respect in incurred costs certain of reimbursement the $29 million; and approximately be would Underwriter the to payable commission underwriting maximum the million, $724 raise will Offer the Assuming Close. Financial at Model Financial Case Base the with in accordance an commission underwriting of an amount calculated or regulation. law any under Underwriter the of liability amaterial to rise give could or Offer, the of outcome the on effect adverse amaterial have to islikely or has event the that believes reasonably, acting Underwriter, the and Underwriter the of consent prior the without amended or terminated isbreached, Document a Project Close is not satisfi ed or or waived; Financial to precedent acondition or accommodation fi the provide to commitment nancial their cancel or Documents Financing the terminate Lenders the to law;contrary or illegal Offer the of making the render to is likely any change or change proposed regulation; or law any under Underwriter the of liability amaterial to rise give could or Offer, the of outcome the on effect adverse amaterial have to islikely or has which Date Allotment the to prior PDS disclosed that in this from Group Motorway RiverCity fi inthe change adverse of any position nancial regulatory bodies.regulatory other or ASIC ASX, by undertaken PDS the of review any of inrespect costs all reasonable and process; settlement DRP CHESS the to inrelation payable all costs Agreement; Agreement; Underwriting the of in respect payable duty stamp maximum of $100,000; a to expenses pocket of out additional any all legalcosts; of law or policy that

PAGE 129 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 130 SECTION 10 – ADDITIONAL INFORMATION payable within three months of Financial Close. Financial of months three within payable being million $21 of balance the and Close Financial GST) of them or to one of the subsidiaries of either of them. them. of either of subsidiaries the of one to or them of other the to except Tolling the of System, Commissioning Deed be cannot Commitment disposed of until the Equity Deferred the under issued Units Stapled the isobtained, Trustee Security the of consent the Unless Deed. Commitment Equity Deferred the under subscription the make to agreeing for consideration in Bilfiof GST), (excluding million $3 BOT Berger nger case inthe and GST) (excluding million $3.2 Investments Motorway Leighton of case of, inthe fee support equity Bilfi and an Investments BOT Berger nger Motorway Leighton of each to pay will Issuer the Close, Financial On respectively. million $75 and million is$80 BOT Bilfi and Investments Berger nger Motorway Leighton by provided be to committed equity of amount minimum The credit. of letters pay direct unconditional by issupported obligation The Unit. Stapled $155 $1.00 per to at paid million fully equal price subscription atotal for Date, Contribution Equity Deferred the on Deed Commitment Equity Deferred the with inaccordance Investments Motorway Leighton Bilfi to issued be will and Units BOT Berger Stapled nger Obligations Primary Group. Motorway RiverCity Bilfi nger Berger BOT and the other entities in the and Investments Motorway Leighton and Issuer The Parties 10.5.8 Deferred Equity Commitment Deed the Project, a development fee of $22 million million $22 of fee adevelopment Project, the of development Sponsors’ the of inconsideration Sponsors, the pay to agreed Trust has Asset Motorway RiverCity Tolling the of System. Commissioning the or Date Contribution Equity Deferred the of later the on Investments Motorway Leighton to interest equity its transferring BOT Bilfi to consented has Issuer Berger The nger consent. Issuer’s the with case) each (in except Date, Contribution Equity Deferred the 18 after for months equity their of 50% than more of dispose to not and Date Contribution Equity Deferred the 12 after for months interest equity Bilfi alltheir inaggregate hold to BOT Berger nger procure to agree Hornibrook Baulderstone and Concessions Bilfi and agrees Investments Berger nger Motorway Leighton Agreements, Support Sponsor the Under 10.5.9 Agreements Support Sponsor System. Tolling Contribution Date or the Commissioning of the Equity Deferred the of later the on Investments Equity Commitment Deed to Leighton Motorway Deferred the under for subscribe to committed has it Units Stapled the sell to Bilfi contracted has BOT Berger nger in the aggregate, $1 million being payable on on payable being $1million aggregate, inthe (excluding the Final Instalment. Final the of payment their fund to Distribution second the of payment Participation Units. Stapled of holders other to relative Units Stapled of holdings Investor’s that dilute will Underwriter), DRP the to (including DRP the under Units Stapled DRP, new of inthe issue the participate not does Investor an If Investors. to made be to Distribution cash the fund to Units Stapled for subscription procure or subscribe will DRP,in the Underwriter DRP the participate to not elects Investor an that extent the To Underwriter. DRP the by underwritten be will DRP fi the of the exception the Distributions, With two rst expires. Period Distribution Fixed the until Units Stapled their allof of inrespect DRP inthe fully participate will Investor eligible each Election, aDRP receives Issuer the unless Date, Allotment the Rules, from DRP the to Subject Election”). (“DRP contrary the to Issuer the notifi Investor the unless es Investor the of behalf on Units inStapled reinvested be will Distributions the of part any allor means which reinvestment, aselective implement to intends Issuer the Period, Distribution Fixed the During Units. Stapled inadditional Distribution any allof or some reinvest to Investors require or permit may Issuer The 10.5.10 (DRP) Plan Reinvestment Distribution (a) (a) noticewritten to Investors: by time any at may Issuer Rules, the DRP the to Subject DRP. inthe participate to wishes Investor the Units Stapled of number exact the specify must Investor DRP, inthe the participation limited elects Investor an If Units. inStapled reinvested be will Distributions Investor’s DRP, inthe the allof then participation full elects Investor DRP. inthe an If participation for nominated be may holding aunit of Issuer. part the or All with variation of anotice lodging by DRP in the participation their terminate or DRP the under Units Stapled of number compulsory. or may the increase decrease Investor An is not DRP inthe Rules, participation DRP the to Subject Payment Date. Instalment Final the after occur to isscheduled Distribution second the of Payment Date. Payment Instalment Final the on payable $0.50 of balance the with paid partly fi the for be DRP will the under issued Distribution Units rst Stapled The Units. Stapled additional of purchase the to applied automatically are DRP, the Distributions Under cash Group up to a maximum of $45,169,000 of amaximum aggregate). to up (in Group Motorway RiverCity establishing and Offer the Project, the developing of inrespect Sponsors the by incurred costs the pay to Trust Asset agreed has Motorway RiverCity the DRP; under reinvested be may which Distributions cash of amount the limiting by DRP inthe participation limit Accordingly, Investors should not rely on the effective until the following Distribution. following the until effective become not will aDistribution for variation of notices receiving for date closing the after received variation of notice Any isreceived. variation of notice avalid as time such until manner existing inthe forwarded be to continue will Distributions and invalid, be will Issuer the by approved form inthe isnot which received variation of notice Any Units. of Stapled holding Investor’s the of inrespect Issuer the by received is variation of notice another until Distributions future for effective be then will variation of notice The ASX. to notifi as variation of Issuer notices the by ed receiving for date closing the before or on Issuer the with variation of anotice lodge must DRP, inthe Investor an participation of level Investor’s an invarying Trusts. To effective be the by declared Distribution each of inrespect DRP the in participation for apply to have not does Investor An variation of Notice issue. their after time any at sold be may and Units Stapled existing with respects inall equally rank will DRP the under issued Units Stapled DRP the under issued Units Stapled of Ranking DRP. the under Units Stapled of issue the of respect No brokerage or commission is payable by Investors in commission or No brokerage Price. Average the to 5% of adiscount at DRP the under issued be will Units Stapled Discount DRP. inthe participate may Investor entitled make to the fi nal determination as any whether to is Issuer The practicable. and islawful DRP the under them to Units issatisfi Issuer Stapled the of issue the that ed unless DRP inthe participate not may Australia is outside address registered whose DRP. inthe Investors participate may isinAustralia address registered whose Investors Eligibility (d) (c) (b) have been given by the Investor. the by given been have may which variation of notice any notwithstanding DRP inthe participation Investor’s inan increase an require and Investor; an by given been have may that variation of notice any notwithstanding DRP inthe allInvestors by participation full require Distribution; acash make to not elects Issuer the if or law any breach would DRP the under Units Stapled of issue the if DRP the terminate or suspend to elect (b) (a) if: Date Payment Distribution the before day the on 3.00pm and Date Payment Distribution the announce to intention its of ASX to Issuer the by notifi of date the between cation Agreement Underwriting DRP the terminate may Underwriter DRP The Events Termination (b) (a) which include: limitations other to subject isalso a Distribution underwrite to obligation Underwriter’s DRP The Period. Underwritten the during Units Stapled of alloffers or any to and proportion inany discretion, Issuer, its the at by applied be to million $238 to up of facility underwritten aggregate an provide to agrees Underwriter DRP The Period”). (“Underwritten Distributions fi the of exception the with two Period, rst Distribution Fixed the during DRP the under Issuer the by made Units Underwriter agrees to underwrite offers of Stapled DRP the Agreement, Underwriting DRP the Under Obligations Primary Underwriter. DRP the and Issuer The Parties 10.5.11 Agreement DRPUnderwriting Date for that Distribution; or Distribution; that for Date Payment Distribution the before days trading two trading of close the until or days business consecutive three of aperiod for level that below or at remains and notifi Distribution, that amount for date cation underwritten the before day business the on trading of close the at as level the of more or is10% that amount an by falls ASX of J20305020) Code: (GICS Index Railtracks and Highways 200 S&P/ASX the or Distribution; that for Date Payment Distribution the before days trading two trading of close the until or days business consecutive three of aperiod for level that below or at remains and notifi Distribution, that amount for date cation underwritten the before day business the on trading of close the at as level the of more or is10% that amount an by falls ASX of Index 200 S&P/ASX the 3.0 by cents. Distribution aparticular for Units Stapled Non-Participating of number the multiplying by determined amount the exceed not will amount underwritten the and date); same the at (as sub-underwritten any) (if amounts the of 50% plus Distribution) any for date record the on trading of close the at (as Units Stapled the of capitalisation market the of 3.25% exceed not will amount underwritten the that

PAGE 131 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 132 SECTION 10 – ADDITIONAL INFORMATION (iv) (iii) expenses; pocket of out additional any (ii) legal costs; all reasonable (i) (c) (b) (a) receive: will Underwriter DRP The Payments DRP. inthe allInvestors by participation full require may Rules DRP the of terms Issuer, the the under terminated, If (d) (c) – – – Under this agreement: obligations Primary Sponsors. the and Services Motorway Issuer,The RiverCity Parties 10.5.12 Agreement Appointment Internalisation of the Issuer and fee amount fee and Issuer the of Internalisation the DRP offer including: offer DRP the of inrespect incurred costs certain of reimbursement and any); (if Distribution aparticular for amount underwritten the of 2% of commission underwriting an $3.6 would be million; approximately Underwriter DRP the to payable commission DRP, maximum the the for million $238 of amount underwritten total the on Based Close. Financial at Model Financial Case Base the with inaccordance calculated amount an of commission underwriting an Close, Financial on events occur. termination underwriting DRP other, standard certain that Distribution; or notifi amount for date cation underwritten the before immediately day business the on business of close the at as level its above more or 100 points basis is Australia, of Commonwealth the by issued bonds, for Rate Indicator Index the aDistribution, for Date Payment Distribution the before days trading two business of close the including and to up time any at Financial Close or earlier if the Issuer is in material isinmaterial Issuer the if earlier or Close Financial of anniversary second the after time any at Option) (Call it to Issuer inthe shares allthe sell to Australia AMRO ABN require can Services Motorway RiverCity 6.2. Section see information For Board. Group Motorway RiverCity the on directors of appointment the on agree parties the Management Deeds; and inthe out set terms the on Services Motorway RiverCity to Group Motorway RiverCity for functions alladministrative delegate to agrees Issuer the undertaken by ASX, ASIC or other regulatory bodies. regulatory other or ASIC ASX, by undertaken Units Stapled of Distribution each for offer DRP the of review any of inrespect costs all reasonable and Agreement; Underwriting DRP the of inrespect payable duty stamp

– – months’ notice prior to the end of the term. term. the of end the to prior notice months’ six gives party any unless term, year one afurther for renewed automatically be will term The Close. Financial fi of term initial an for from Services years ve Motorway to RiverCity Group(“Delegator”) $166,666 Motorway RiverCity inthe entity other each (and Issuer the by is delegated Group Motorway RiverCity of affairs business day-to-day $250,000 the of management the deeds, management two Under obligations Primary Group. Motorway RiverCity inthe entity each and Issuer The Parties Deeds Management 10.5.13 $500,000 Nil Later year Fifth Payable Fee Fourth year year third including and to Up exercised Option Option/Put Call or served, notice aRetirement in which Close Financial Year after the agreement. This fee is determined as follows: as isdetermined fee This agreement. the under circumstances incertain Australia AMRO ABN to afee pay must Services Motorway RiverCity law. by required otherwise or Services Motorway RiverCity by requested if Trusts the of entity responsible as retire only may Issuer the Close, fi the During entity. Financial responsible from years ve fi its or laws as relevant any obligations breach duciary does responsible not replacement entity proposed the of appointment the and retirement its that considers reasonably it that provided Trusts the of entity responsible as retire must Issuer the Constitutions, and Act Corporations the to Trusts. Subject the for entity responsible replacement the be to AFSL an holds that entity Group Motorway a RiverCity nominate must notice retirement Trusts. The the of entity responsible as retire to it requesting Issuer the to anotice give may Services Motorway RiverCity Close, Financial of anniversary second the After and Investors; of aresolution by approved if Option Put the exercise only may Issuer the Deeds, Management the terminate to right the has Issuer the If Agreement. Appointment the terminate to aright has Issuer the if earlier or Close Financial of fi the after time any anniversary at fth Option) (Put Issuer inthe shares the allof purchase to Services Motorway RiverCity require can Australia AMRO ABN Investors; of aresolution by approved be to Option Call the of exercise the require can Issuer The Agreement. Appointment the of terms the of breach Delegator may terminate the Management Deeds. Management the terminate may Delegator relevant or Issuer the program, the with comply not does or program the implement to fails Services Motorway RiverCity aprogram, on agree to unable are parties the If future. inthe prevention its for aprogram or performance unsatisfactory the rectify to aprogram negotiate to attempt and meet must parties the Deed, Management the under obligations its of Services Motorway RiverCity by performance unsatisfactory been has there that considers Delegator relevant the or Issuer the If 10.5.12 Section (see Option Put the above). exercise fi Investors, of approval the to rst subject must, it Deeds Management the terminate to aright has Issuer the if Agreement, Appointment the of terms the Under deeds. the terminate to Rules Listing the or law by is obliged, Issuer the or obligations its perform to licences necessary the hold to law, of fails breach trust, of abreach commits Services Motorway RiverCity if Deeds Management the terminate may Delegator relevant or Issuer The Termination Deeds. Management the under functions its performing in Services Motorway RiverCity by paid properly costs all reimbursed be to isentitled Services Motorway RiverCity However, Deeds. Management the under fee amanagement paid isnot Services Motorway RiverCity Payments (c) (b) (a) categories: inthree fall broadly will functions Group. Services’ Motorway RiverCity Motorway RiverCity of functions management asset and all administrative perform to Issuer the of representative authorised an as act to agreed has Services Motorway RiverCity and management of these assets. these of management and investment the regarding Group Motorway RiverCity conferring with the Issuer and other entities in the and Group Motorway RiverCity the of assets the asset management function and Investors; and members Group Motorway Issuer,fi the RiverCity to reporting and models nancial preparing and compliance document Trust constituent fi and and raising Trusts, regulatory the for nancing capital Trusts, facilitating the for publicity and of communications with Investors, organising meetings all applications, and redemptions of administration to) limited isnot (but includes also This Group. Motorway RiverCity the of management inthe functions executive day to day including functions, administrative documents; disclosure and returns tax of preparation and planning tax operations, risk management, fi records, maintaining nancial administrative functions,corporate including s, managing including obligations under the Management Deeds. Management the under obligations Services’ Motorway RiverCity of breach any for and contractors, or agents employees, its Services, Motorway RiverCity of fraud or default wilful negligence, the from arises loss such if only but Deeds, Management the with inconnection party athird by it against brought claim any from arising losses any from Delegator relevant each indemnifi Services and Issuer the es Motorway RiverCity Indemnity the Project Deed is subject to this overall constraint. overall this to issubject Deed Project the under permitted fees administrative of level the charge to right Concessionaires’ The levied. are fees those which for tasks various the performing of Concessionaires the to cost reasonable the exceed cannot fees administrative is imposed Under owners. than on TIA, the drivers, rather Liability demand. written by fees administrative and tolls applicable the recover to seek may Concessionaires The Deed. Project the under obligations and conflor rights Concessionaires’ the with ict alter materially not do that terms on tollway” government a“local Project the declares State the that Close Financial to precedent isacondition it and is discretionary, declaration This TIA. the under Roads Main and Transport for Minister the by tollway” government a“local declared be to need will Project the amounts, these collect and charge to able be to Concessionaires’ the for Inorder TIA. the under isestablished fees) administrative applicable (and tolls collect and charge to right legislative The Tolling fees and State. the by authorised be to Project the for 2006 Act by the amended (as 1994 (Qld) Act Infrastructure Transport The Scope of legislation 10.6 LEGISLATION can occur. One of these conditions may require a change achange require may conditions these occur. of One can is and Financial maintained Return Base Close Case Equity Group’s Motorway RiverCity that such conditions, certain of inrespect Lenders and Builder, Council Operator, the with arrangements inplace has Group Motorway RiverCity increase. may timing construction expected the or Project the undertaking of cost the that such Project the for approval planning the to conditions the amend or conditions new impose may General Coordinator The Financial Close. to precedent acondition as Project the for approval planning the to conditions new or changed any and Tunnel the of design concept Group’s Motorway RiverCity of account take to areport General, Co-ordinator the from receive and with consult must Council The 10.7 FINAL APPROVALS Maritime and Other Legislation Amendment Amendment Legislation Other and Maritime (Qld)) (“TIA”) establishes the legal framework framework legal the establishes (“TIA”) (Qld))

PAGE 133 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 134 SECTION 10 – ADDITIONAL INFORMATION administrative and other matters as follows: as matters other and administrative various to Trusts, inrelation the to Act Corporations modifi of anumber the granted to has ASIC cations 10.8 MODIFICATIONS ASIC months. two approximately by Date Completion Construction Expected the extend would that methodology construction to – – from: waivers “in principle” Trusts the granted (a) follows: as Rules Listing the of aspects other and administrative certain confi from waivers and rmations “inprinciple” certain Trusts the given has ASX 10.9 WAIVERS ASX – – – – – under the DRP; and DRP; the under issued Units Stapled the of inrespect applies a PDS give to requirement the from exemption the that so Act Corporations 1012D(3) the of section modifying Group; Motorway inRiverCity entities other to fi nancial benefi of the Truststs out of scheme property to enable the Issuer and entities it controls to give Act Corporations 601LC the of section modifying Unit); of Stapled that components the between Unit Stapled the for price issue the allocate offi to are Issuer Units (the Stapled quoted cially the once Trust constitutions inthe out set method the with in accordance Issuer the by determined be to Unit aStapled of price issue the permit to Act Corporations the 601GA(1)(a) of paragraph modifying scheme basis; than members’ onrather a scheme interests by Trusts inthe Investors of interests the to regard have to Issuer the permit to Act Corporations the of 601FD(1)(c) and 601FC(1)(c) paragraphs modifying together satisfy the assets tests in Listing Rule 1.3; Rule inListing tests assets the satisfy together will Trusts the 1.3 Rule that Listing basis the on with 1.1 Rule Listing 8of compliance of condition inrespect $2,000; to equal or greater be will Units Stapled of aparcel of value the and together stapled are units the that condition the on $2,000 least at of avalue with units of aparcel holding Investors have to Trusts the of each require to not 1.1 Rule Listing 7of necessary condition extent the to 2006. September 30 including and to up atime at Units Stapled allot to Issuer the enable to Act Corporations a modifi 1016D(2) the of section of cation (b) given the Trusts “in principle” confi “inprinciple” Trusts the given that: rmation (b) – – – – – – – – – – – – – – RiverCity Motorway Group without Investor approvals; Investor without Group Motorway RiverCity assets the Trusts between and entities within 10.1 Rule substantial of Listing transfer the allow to Trust; other the in aunit of atransfer by accompanied a Trust not if in aunit of atransfer register to refuse to Issuer the permit to 8.10 Rule Listing necessary extent the to known; becomes it as soon as ASX to advised be to rate Distribution actual the and is announced, date determining for entitlement to the Distribution record the that day same the on ASX to advised be to rate Distribution estimated an permit to 6A Appendix 1of item of 6.24 Rule inrespect Listing $0.20; least at of value paid-up and price issue an have will unit) individual each than (rather Units Stapled 2.1 Rule the Listing 2of that basis the on condition Rule 6.12.3; Listing to regard having equitable and is appropriate 6.12.5 Rule Listing to regard having and is acceptable payable and due when acall pay to afailure on Units Stapled partly-paid their of aholder divest to right the 6.10; Rule Listing 1of condition to regard having in event acceptable the of are default arrangements distribution and voting Units’ Stapled partly-paid the 2.1; Rule Listing 4of condition to regard having isacceptable program call Units’ Stapled partly-paid the matter; same the of Trust inrespect other the of requirements disclosure 3.1 Rule Listing under satisfi Units Stapled the es the of inrespect matters Trust of one by disclosure Rules; Listing the 6of Chapter of requirements the with comply Units Stapled the of terms the only recently come into existence; have that 1.3.5 Rule entities to Listing apply not does Underwriting. DRP the under Underwriter the to Units Stapled of issue the 10.11 Rule permit to Listing necessary extent the to and approval; Investor without Deed Commitment Equity Deferred the under Investments Bilfi Motorway to Leighton and BOT Berger nger 7.1 Rule Units Listing Stapled of issue the permit to DRP Underwriting; the under Underwriter the to Units Stapled of issue the permit 7.1 Rule to Listing necessary extent the to paid; isfully Unit Stapled partly-paid the that basis the on calculated be to Period Distribution Fixed the during Unit Stapled apartly-paid on paid be to Distribution the permit to 6.11 Rule Listing necessary extent the to in the in the advertised and made be will announcement an cancelled, is Offer the If cancelled. be will Offer the issued, been not have Units Stapled the and 2006 September 30 by occurred not has Close Financial If 2006. 2August about or on occur will Close Financial that isexpected It ASX. on trading conditional and quotation of commencement the satisfi before occur can Close Financial that ed are Board Group Motorway RiverCity the and Issuer the of directors the until allotment and listing of date the delay will Issuer the allotment, and listing for date satisfi being of capable not are Close expected the by ed Financial to precedent conditions the that Underwriter the with inconsultation determine Board Group Motorway RiverCity the and Issuer the of directors the If 2006. 3August about or on ASX on quoted be will Units Stapled the that isexpected It TRADING SETTLEMENT 10.10 DEFERRED AND CONDITIONAL – – – – – – – – any interest earned. any interest applicationrefunded monies. Issuer The is entitled keep to on Applicants to paid be not will Interest Applicants. to refunded be then would monies allapplication cancelled, confi granted. be will waivers and rmations fi that isexpected it Trusts the of Listing nal of time the By Review Units under Listing Rule 12.3. Rule Listing under Units Stapled the of quotation suspend not will ASX that and Offer the under received cash the be will funds) raising (after asset Trusts’ only the that given ASX to satisfactory are Trusts the of objectives business the and 1.3; Rule Listing of purposes 19 Rule the Listing for the Trusts are not “investment entities” as defi ned in the Constitutions are consistent with the Listing Rules; 10.12; Rule inListing exemptions 10.11 the of one of application the of because Rule Listing breach not does DRP and Agreement Underwriting the under Units Stapled of issue the Rule 6.10; Listing breach not does Period Distribution Fixed the after paid Distributions of amount inthe change the Listing Rule 7.8; to regard having acceptable are DRP the of terms the 7.2; Rule inListing exemptions the of one 7.1 Rule Listing of breach application the of because not does DRP the under Units Stapled of issue the Rule 6.13.1; Listing to regard having isacceptable payable and due when acall pay to failure aholder’s on Units Stapled partly-paid the over alien to right Issuer’s the Courier Mail and and The Australian , the , the Australian Financial Financial Australian newspapers. If the Offer is Offer the If newspapers. broker stampingbroker fee. the and Members Syndicate other the to paid be to fees 7.7, inSection out set fees the paid be the includes which will and Underwriter DRP the as and Offer the to Manager Lead and Underwriter as acts Rothschild AMRO ABN benefi and Interests Trusts. the to inrelation duties its of performance proper the to inrelation it by incurred all expenses for 7.7 reimbursed be in Section to isentitled and described fees the paid be will or paid been Trusts, has the of entity responsible as Issuer, capacity The inits benefi and Interests AND BENEFITS 10.11 INTERESTS OF DISCLOSURE otherwise. or Member aSyndicate or Hotline Offer Group Motorway RiverCity the by or them of any by provided aconfi of basis the on allocation of whether rmation receiving their transaction confi rmation statement, before Units Stapled sell who persons to otherwise, or innegligence whether allliability, disclaim Underwriter the and Registry the Services, Motorway Issuer,The RiverCity fito confi or out nd allocations. their rm 1300 on 985 720 Hotline Offer Group Motorway RiverCity the call to able be also will Applicants Offer Public 2006. 3August on newspapers regional and national incertain allocation of basis the advertise will Issuer the statements holding of receipt the to prior Units Stapled of allocation their indetermining To Applicants assist risk. own their at so do broker their confi from allotment of rmation confi or atransaction statement receive rmation they before Units Stapled sell who Applicants Units. in Stapled confi to trading Applicant each of before holding their rm responsibility isthe It 2006. 4August on dispatched be to expected are which statements, holding of dispatch the until trading settlement deferred of aperiod be will there above, out set conditions the of satisfaction the After 2006. 4 August about or on be to isexpected which occurred has allotment the ASX advised has Issuer the until continue will trading Conditional Units. Stapled of allotment the on conditional be will Units Stapled of trading conditional during ASX Trades on ASX. on Units Stapled the of quotation on conditional be will Offer Institutional the bidsunder and Offer Firm Broker or Offer Public the under Applications of acceptance on formed contracts The 2006. 10 August about or on commence to isexpected trading delivery Normal 2006. 4August about or on Investors to dispatched been confi have transaction and statements rmation occurred has Units Stapled the of allotment that ASX advised has Issuer the until basis settlement deferred and aconditional on be Trading initially will ts of Advisers and Experts and Advisers of ts Issuer the of ts

PAGE 135 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 136 SECTION 10 – ADDITIONAL INFORMATION and disbursements). and GST (excluding $17 paid aggregate be inthe million will or paid been have and Group Motorway RiverCity to Advisers Financial Joint as acted have Australia AMRO ABN and Limited Pty Australia &Brown Babcock disbursements). and GST (excluding $450,000 paid be will or paid been has and PDS in this contained Technical Report the prepared has Ltd Pty Beca disbursements). and GST (excluding million $6 approximately paid be will or paid been has and Offer Tunnel the bidand the to inrelation Group Motorway RiverCity and Issuer the both advised has Jaques Stephen Mallesons below). (see fees Advisers’ Financial Joint the includes which $45,169,000 of amaximum GST), to up (excluding Group Motorway RiverCity of establishment and Offer the Project, the of development inthe incurred have they costs the of and Australia ABN AMRO entitled are to reimbursement Concessions, Baulderstone Hornibrook, Leighton Contractors 7.7. inSection out set fees the Bilfi Inaddition Berger nger paid be will or paid been have and Tunnel bidprocess the to Group inadvisery services to RiverCity Motorway relation and funding providing by Project the to sponsors as acted have Australia AMRO ABN and Contractors Leighton Bilfi nger Concessions, Berger Hornibrook, Baulderstone $500,000. of amount aggregate the of inexcess are which PDS this Traffi in the of inclusion Letter the of Summary c Report out arising parties third by made allclaims for Ltd Pty Australia Maunsell indemnify to agreed has Issuer The disbursements). and GST (excluding $2,500,000 paid be will or paid been has and PDS inthis contained Letter Traffi the prepared has and Summary bid process c Report the to inrelation Group Motorway RiverCity for services traffi provided has Ltd c consulting Pty Australia Maunsell Deed. Commitment Equity Deferred the under subscription the make to agreeing for 7.7 in Section out set as Close inconsideration Financial BOT entitled are to receive an fee equity support on Bilfi and Investments Berger nger Motorway Leighton disbursements). and GST (excluding $635,000 paid be will or paid been has and Tunnel bidprocess the to inrelation Group Motorway RiverCity to services advisory taxation provided has Touche Limited Tohmatsu Deloitte disbursements). and GST (excluding $480,000 paid be will or paid been has and Offer the to inrelation services diligence due fi undertaken has and PDS inthis nancial contained Report 241457) has prepared the Investigating Accountant’s number (AFSL Limited Pty Finance Corporate Deloitte Sections 10.5.7 and 10.5.11. and 10.5.7 Sections in out set fees the Issuer the from receive to entitled is and Agreement Underwriting DRP and Agreement Underwriting the to isaparty Rothschild AMRO ABN 7.7. n o i t c e S n i described as costs of reimbursement and fees to entitled is Trusts the of entity responsible as and Australia AMRO ABN of subsidiary owned isawholly Issuer The 10.11.Section inthis above out set as roles these for fees to entitled Tunnel is and the bidfor Group’s Motorway RiverCity for Adviser Financial Joint and isaSponsor Australia AMRO ABN Trusts. the of establishment the on Units Stapled 100 issued partly-paid was Australia AMRO ABN Benefi 10.12 CONSENTS any part of this PDS. this of part any for responsibility no takes and disclaims expressly Limited Group. Motorway to RiverCity Deloitte Touche Tohmatsu services advisery tax providing as PDS inthis named be to consent its withdrawn PDS, this of date the before not, has and given has Touche Limited Tohmatsu Deloitte that information. Accountant’s Report and all references to that or report Investigating its than other PDS this of part any for responsibility no takes and disclaims expressly Ltd Pty Finance Corporate Deloitte isincluded. it inwhich context and form inthe PDS inthis information that or report that to allreferences and Report Accountant’s Investigating the of inclusion the to and Accountants Investigating as PDS inthis named be to consent its withdrawn PDS, this of date the before not, has 241457) and given has number (AFSL Limited Pty Finance Corporate Deloitte isincluded. it inwhich context and form inthe Offer the to Broker as PDS inthis named be to consent its withdrawn PDS, this of date the before not, has and given has Limited Minnett Ord and Limited Securities Potter Bell of Each isincluded. it inwhich context and form inthe Offer this to Co-Manager as PDS in this named be to consent its withdrawn PDS, this of date the before not, has and given has Limited Finance Corporate HTM Wilson and Limited Morgans AMRO ABN of Each is included. it inwhich context and form inthe Underwriter DRP and Offer this to Manager Lead and Underwriter as PDS this in named be to consent its withdrawn PDS, this of date the before not, has and given has Rothschild AMRO ABN ts to related parties related to ts this PDS. in report that to references other and Technical Report its than other PDS this of part any for responsibility no takes and disclaims expressly Ltd Pty Beca included. are they inwhich context and form inthe PDS in this report that to allreferences and Technical Report the of inclusion the to and Technical Consultant Independent as PDS inthis named be to consent its withdrawn PDS, this of date the before not, has and given has Ltd Pty Beca PDS. this of part any for responsibility no takes and disclaims expressly Holdings Leighton included. are they inwhich context and form inthe PDS inthis named be to consent its withdrawn PDS, this of date the before not, has and given has Holdings Leighton PDS. this of part any for responsibility no takes and disclaims expressly Jaques Stephen Mallesons included. are they inwhich context and form inthe Group Motorway RiverCity to advisers legal as PDS in this named be to consent its withdrawn PDS, this of date the before not, has and given has Jaques Stephen Mallesons PDS. this of part any for responsibility no take and disclaim expressly PDS inthe named subsidiaries its and Bilfi included. are they inwhich Berger context nger and form inthe PDS inthis named be to consent its withdrawn PDS, this of date the before not, has and given have PDS Bilfi inthe named subsidiaries its and Berger nger PDS. this of part any for responsibility no takes and disclaims expressly Australia AMRO ABN included. are they inwhich context and form inthe Adviser Financial aJoint and Offer the to aSponsor as PDS this in named be to consent its withdrawn PDS, this of date the before not, has and given has Australia AMRO ABN PDS. this of part any for responsibility no take and disclaim expressly Contractors Leighton and Bilfi nger Berger Concessions, Hornibrook Baulderstone included. are they inwhich context and form inthe Offer the to aSponsor as PDS inthis named be to consent their withdrawn PDS, this of date the before not, have Hornibrook and Leighton have given Contractors and Each of Bilfi nger Berger Concessions, Baulderstone PDS. inthis information that or Letter Summary that to references other and projections and Letter Summary its than other PDS this of part any for responsibility no takes and disclaims expressly Ltd Pty Australia Maunsell included. are they inwhich context and form in the PDS inthis information that or Letter Summary that to allreferences and projections scenario “base” and Report Traffi full the of Letter c Summary the of inclusion the to traffi and providing as services PDS in this c consulting named be to consent its withdrawn PDS, this of date the before not, has and given has Ltd Pty Australia Maunsell in this PDS which have been made for clarity. clarity. for made been have which PDS in this a are number incorporated of amendments There other takes no responsibility for any part of this PDS. this of part any for responsibility no takes and disclaims expressly Limited Trust Australia Morgan JP included. are they inwhich context and form in the Trust Holding Motorway RiverCity Trust and Investment Motorway RiverCity of custodian the as PDS inthe named be to consent its withdrawn PDS, this of date the before not, has and given has Limited Trust Australia Morgan JP PDS. this of part any for responsibility no takes and disclaims expressly Limited Services Market Link included. are they in which context and form inthe Registry the as PDS inthe named be to consent its withdrawn PDS, this of date the before not, has and given has Limited Services Market Link PDS. this of part any for responsibility no takes and disclaims expressly Limited Pty Australia &Brown Babcock included. are they which in context and form inthe Group Motorway RiverCity to Adviser Financial Joint as PDS inthis named be to consent its withdrawn PDS, this of date the before not, has and given has Limited Pty Australia &Brown Babcock – – – – to: are PDS Original the and PDS this between differences material The 10.14 PDS UPDATES ORIGINAL TO ASIC. with PDS this of lodgement to consent their withdrawn, not and given, has Issuer the of director Each LODGEMENT TO 10.13 CONSENT DIRECTORS’ Distribution Period. Fixed the after distributions to inrelation Board Group Motorway RiverCity the and Issuer the of directors the of expectations the to references delete and participate; to not elect to Issuer the to notice give they unless DRP inthe participate automatically will 1.9.3 inSection Investors that clarify Letter; Summary Traffithe Traffi the 5of inSection c Expert c Report to Issuer the by provided indemnity the clarify to 7.5.4 Traffi inthe and Letter; Summary c Report inSection Consultant Engineering the to reference inthe Consultant Engineering the of role the clarify

PAGE 137 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 138 SECTION 10 – ADDITIONAL INFORMATION This page has been left blank intentionally. blank left been has page This 1 GLOSSARY 1

PAGE 139 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 140 SECTION 11 – GLOSSARY 2002 Dollars 2002 Bilfi Bilfi Bilfi Bilfi Base Case Financial Model Base Case Equity Return Queensland Hornibrook Baulderstone Hornibrook Baulderstone Baulderstone AW Price Average ATO ASX ASTC ASIC Application Form Application Applicant Allotment Date Airport Link Agent AFSL AFMA ABS ABN AMRO Rothschild Australia AMRO ABN AADT A$ nger Berger Civil nger Berger BOT nger Berger Australia Berger nger or $ or AUD or

to the Project Deed Project the to fiThe fi the attached containing model projections nancial commercial and nancial is12.25% it Deed; Project the of fi ispart which Project the for model nancial the from determined Period, Concession the during Project the from generate to projected are Concessionaires the which return of rate tax SPV after nominal The 559) 505 61 006 (ABN Ltd Pty Queensland Hornibrook Baulderstone 130) 625 002 56 (ABN Ltd Pty Hornibrook Baulderstone 381) 520 007 50 (ABN Limited Pty A.W. Holdings Baulderstone Distribution the for date declaration the after day trading ninth the including and from days trading 20 the during crossings) special (excluding ASX on sold Units Stapled for price average weighted volume daily the of average arithmetic The Australian Taxation Offi ce 691) 624 008 (ACN Limited Exchange Stock Australian 532) 504 008 49 (ABN Ltd Pty Corporation Transfer and Settlement ASX Australian Securities and Investments Commission PDS this accompanying or to attached Units Stapled the for form application The Units Stapled for Application an makes who A person Investors to allotted are PDS the under issued Units Stapled the which on date The tunnel by wholly or Tunnel, the largely with connecting road northward A proposed 937) 12 044 004 (ABN Limited Bank Australia National Licence Services Financial Australian Association Markets Financial Australian Australian Bureau of Statistics 768) 591 61 008 (ABN Limited 17 757111) Securities 000 (ABN Australia Rothschild and Limited Australia Markets Capital Equity AMRO ABN between venture A joint 797) 862 000 (ACN Limited Australia AMRO ABN traffi daily average c Annual Australian dollars 2001 September 30 ending quarter the for CPI on based 2002 January at dollars The Bilfi nger Berger Civil Pty Ltd (ACN 117Bilfi (ACN Ltd 057) 233 Pty Civil Berger nger Bilfi nger GmbH Berger BOT 847) 540 081 (ACN Bilfi Limited Pty Australia Berger nger Bilfi nger Berger AG D&C Contract D&C CPI Deed Works Council Charge of Deed Council Council Corporations Act General Coordinator Close Contractual Period Construction Completion Construction Constitutions Concession Period Concessionaires Concession Guarantor Completion System Tolling the of Commissioning Closing Date CHESS CGT Builder Offer Firm Broker Bilfi Bilfi nger Berger Services nger Berger Concessions than the Data Processing System) summarised in Section 10.5.4 inSection summarised System) Processing Data the than Tunnel (other the construct and design will Builder the Builder, which the under and Construction Motorway RiverCity Concessionaires, the between contract The Bureau of Statistics Australian the by quarterly published Brisbane Index Price Consumer Groups All in Table 10.5.1 described Construction Motorway RiverCity and Council the between deed The Finance summarisedMotorway in Table 10.5.1 RiverCity and Concessionaires the Council, the between charge of deed The Brisbane Council City 2001 Act Corporations Project the to relating approvals related and environmental of coordination the with deals which authority Government State The allparties by isexecuted Deed Project the which on date The Tunnel constructed isbeing the inwhich period The Builder) the of responsibility the isnot which System, Processing Data the of commissioning and supply (excluding Contract D&C the under Tunnel iscompleted the of construction which on date The 2 December 2005,dated as amended each them of one either Trust or Holding Motorway RiverCity of constitution the Trust and Investment Motorway RiverCity of constitution The Deed Project the under Close Financial of date the from years 45 approximately of A period Operations Motorway RiverCity and Trustee Asset Motorway RiverCity use vehicular for atoll Tunnel charge and the maintain and operate construct, design, to Deed Project the under Concessionaires the to Council the by granted right The Leighton Holdings and Bilfi nger Berger Deed Project the under requirements technical other of completion and Tolling the of System commissioning The 2006 July 25 being closes, Offer the date The products fi approved of transfers nancial registering and transactions settling of purpose the for ASTC by operated System Subregister Electronic House Clearing The Tax Gains Capital Bilfi and Queensland Civil Hornibrook Berger nger Baulderstone Hornibrook, Baulderstone Contractors, Leighton Comprises 2.2.3 inSection described offer The 847) 540 081 (ACN Limited Pty Bilfi (Australia) Services Berger nger 541 770) 055 69 (ABN Bilfi Limited Pty Concessions Berger nger (Cwlth)

PAGE 141 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 142 SECTION 11 – GLOSSARY D&C Contract Price Contract D&C Completion Date Completion Expected Construction EOT Engineering Consultant PDS Electronic EIS Agreement DRP Underwriting DRP Underwriting DRP Underwriter DRP Rules DRP Election DRP Distributions Distribution Period Date Payment Distribution Distribution Calculation Date Tranche Equity Deferred Date Contribution Equity Deferred Commitment Deed Equity Deferred Units Defaulted System Processing Data for certain delays that are not the responsibility of the Builder the of responsibility the not are that delays certain for modifi for including extensions, and certain cations to issubject date This Close. Financial from months 50 Builder, the by currently completed be must System) Processing Data the than Tunnel (other the of construction which on date The time of Extension 974 004 341) 85 (ABN Ltd Pty Beca instructions the following and www.rivercitymotorway.net.au to going by closes Offer the date the until PDS this of date the from downloaded be can which form inelectronic available PDS This the Tunnel to inrelation Council the by procured statement impact environmental The 10.5.11 inSection summarised DRP the underwrites Underwriter DRP the which under Underwriter DRP the and Issuer the between agreement An Agreement Underwriting DRP the under Underwriter DRP the by DRP the of underwriting The ABN AMRO Rothschild Rules Plan Reinvestment Distribution Motorway RiverCity The Distribution Period Fixed the during Distributions reinvest to not Investor an by election An Trusts the of Plan Reinvestment Distribution Distributions on Stapled Units Date Calculation Distribution occurring next the to Date Calculation Distribution the after day the from period The paid are 31December and June 30 ending periods the for Distributions semi-annual the which on date The designates Issuer the as days other Year such or Financial each of day last The Contribution Date Equity Deferred the on Group Motorway RiverCity to pay will BOT Berger Bilfi and Investments nger Motorway Leighton which payments equity Deferred earlier be may it but Documents), Financing inthe for provided Close Financial after months is52 which date the than later not being date other such (or Close Financial after months is50 date latest The Deed. Commitment Equity Deferred the Trusts, under inthe Units Stapled certain for subscribe must Bilfi and Investments BOT Berger nger Motorway Leighton which on date The 10.5.8 inSection summarised Deed Commitment Equity Deferred The Instalment Final the of non-payment the following Issuer the to forfeited are which Units Stapled Partly-paid ancillary systems other and systems management relationship customer systems, operating systems, billing the Tunnel. the includes It to inrelation services customer of provision the and tolls of offi collection back the The for used system ce Builder the of responsibility the not are that modifi delays certain for and cations A fi for including adjustments, $1,998 certain of sum to xed subject million, Leighton Contractors Lease Arrangers Lead Joint Issuer Price Issue Investor Institutional Offer Instalment Initial Verifi Independent Notice Important Providers Hedge GST Government Contract Price Fixed Time, Fixed Fixed Distribution Period Financing Documents Financial Year Close Financial Date Record Instalment Final Date Payment Instalment Final Final Instalment Exposure Period er of Leighton Holdings subsidiary owned a 100% 667), 893 000 98 (ABN Ltd Pty Contractors Leighton inTable 10.5.1summarised Trust Asset Motorway RiverCity the and Council the between lease The Limited Bank Australia National and AG LB West Limited, Corporation Banking Shanghai and Kong Hong The Limited, Australia Bank HSBC Limited, N.V., AMRO ABN being Debt, Australia Senior the Calyon of arrangers lead The 867) 117 297 (ACN 361) (AFSL Limited 343 Management Motorway RiverCity Unit $1.00 Stapled per Units Stapled inthe Investor An 2.2.4 inSection described offer The Unit Stapled per $0.50 Concessionaires the and Trustee verifi Security the independent Council, the The by appointed er PDS this of beginning the at disclaimer and notice The fi other any or Arrangers Lead institutions Joint nancial The Tax Services and Goods Queensland of Government State The Builder the of responsibility the not are modifi that for delays including certain for circumstances, and cations certain in adjustment to subject are frame time the and price The contract. inthe out set terms the on frame time agreed an within price agreed an for constructed and designed be isto work of scope astipulated which to pursuant A contract 2011 31December ending and Date Allotment the from starting period The Tunnel the with inconnection Finance Motorway RiverCity by into entered agreement management rate interest each and Trust 10.5.6, Deed inSection Security the summarised documents The year ineach June 30 ending 12 period The month 2006 2August on occur to isexpected This Project. the for required ruling atax and approval planning obtaining bonds, performance policies, insurance the arranging include precedent been either satisfi ed or waived entitled by them. to the party These conditions have Project the to parties other and Group Motorway RiverCity Council, the of fi of precedent date The conditions allthe Tunnel, the of when close nancial Instalment Final the pay to isrequired person that whether determining of purposes the for Units Stapled hold to istaken aperson which at date The Date Allotment following 12 months Unit Stapled per $0.50 ASIC with PDS Original the of lodgement after 7days until Units Stapled of issue the for applications accepting from Issuer the restricts which Act Corporations the to pursuant required period exposure day seven The

PAGE 143 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 144 SECTION 11 – GLOSSARY Principal Investment Policy Investment Principal Events Possible MAE Leighton Holdings Leighton Performance Specifi Performance PDS Original PDS Operator Phase Operating Contract O&M Offer Units Stapled Non-Participating Deeds Management Rules Listing Listed Lenders’ Security Documents Lender’s Agent Lenders Investments Leighton Motorway Holdings Group Leighton cation The principal investment policy of the Trusts described under Section 10.4 Section under described Trusts the of policy investment principal The Return) exceeding Base Case the Equity not (but return equity of rate previous their Investors pay to and due, when Debt Senior its pay to Group, Motorway RiverCity of ability previous the restore to as so Period, Concession the of length the or tolls, of level the adjusting example, by, for Project the of terms the change to Council with negotiate to entitled be will Group Motorway RiverCity effect, adverse amaterial has and occurs, them 10.5.2. inSection of any If detailed are events These Return). Equity Case Base the to (up investment their on return of rate current their Investors pay to and/or due, when Debt Senior the pay to Group Motorway RiverCity of ability the on effect adverse amaterial having of capable are which events certain are These Project Documents. It is an exhibit to the Project Deed Project the to exhibit isan It Documents. Project the to pursuant contractors their or Concessionaires the by out carried be to are which activities operating and construction the of description technical The on 21 June 2006 which replaces the Original PDS Original the replaces which 2006 21June on ASIC with lodged was that statement disclosure product replacement This statement disclosure product this by isreplaced which and Offer the to relation in 13 on 2006 ASIC June with lodged was that statement disclosure product The 119 (ACN Limited 641 208) Pty Services Motorway Brisbane from it revenues toll collect period) free toll initial an Tunnel (after and the operate to shall Group during which Motorway RiverCity be entitled under Deed the Project Period, Concession the of end the until Date Tunnel Opening the from period The 10.5.5 inSection issummarised It matters. related traffi with dealing services c management customer the of parts those of delivery and facilities, off-freeway maintained the of repair and maintenance facilities), offi back and System ce Processing Data the excluding but System, Collection Data Roadside Tunnel the (including, of repair and maintenance operation, the perform to Operator the and Concessionaires the between A contract Offer Institutional the and Offer Firm Broker the Offer, Public the comprising PDS, this to pursuant Units Stapled 724 million to up of offer The DRP inthe participate to not DRP the of terms the under elected have Investors which of inrespect Units Stapled those aDistribution, of In respect 10.5.13 inSection summarised entities Group Motorway RiverCity and Services Motorway Issuer, the RiverCity between deeds The ASX of Rules Listing The accordingly construed offi be isto the on Being Listing word The ASX. of cial list 10.5.6 inSection summarised documents security The 937) 12 044 004 (ABN Limited Bank Australia National time to time from Debt Senior the of providers other or Arrangers Lead Joint The owned subsidiary of Leighton Contractors Leighton Investments Limited Motorway 80 Pty (ABN 079 054 505), a wholly Leighton Holdings and all of its majority or wholly owned entities and subsidiaries 982) 482 57004 (ABN Limited Holdings Leighton Collection System Collection Data Roadside Trusts Motorway RiverCity Services Motorway RiverCity Operations Motorway RiverCity Trust Investment Motorway RiverCity Holding Trust Motorway RiverCity Board Group Motorway RiverCity Group Motorway RiverCity Finance Motorway RiverCity Construction Motorway RiverCity Trustee Asset Motorway RiverCity Trust 2 Asset Motorway RiverCity Trust Asset Motorway RiverCity Registry RBA Ramp-up Public Offer Documents Project Deed Project Project is supplied by the Builder under the D&C Contract D&C the under Builder the by is supplied Tunnel, the which on used system collection data trip roadside Electronic Trust Asset Motorway RiverCity Trust 2and Asset Motorway RiverCity HoldingRiverCity Motorway Trust, Investment RiverCity Motorway Trust, Management Deeds the to pursuant appointed Group Motorway RiverCity of affairs business day-to-day the 117 of (ACN manager Limited the 139 992), Pty Services Motorway RiverCity 116 (ACN 304) Limited 665 Pty Motorway RiverCity as amended 2005, 2December dated Trust Constitution, Investment Motorway RiverCity 119 under Trust (ARSN 128 established 326) Investment Motorway RiverCity as amended 2005, 2December dated Trust Constitution, Holding Motorway RiverCity 119 Trust (ARSN Holding under 128 193) established Motorway RiverCity companies Group Motorway RiverCity the of each of board the comprise who directors The Services Motorway RiverCity and Construction Motorway RiverCity Trustee, Asset Motorway 117(ACN 158), RiverCity 406 Ltd 2Pty Nominee Asset Motorway RiverCity Finance, Motorway 188), RiverCity 117 (ACN Ltd 279 Pty Holdings Motorway RiverCity Operations, Motorway Trust, RiverCity Asset Motorway Trust 2, RiverCity Asset Motorway RiverCity HoldingRiverCity Motorway Trust, Investment RiverCity Motorway Trust, 117 (ACN Limited 139 303) Pty Finance Motorway RiverCity 117 (ACN Limited 139 554) Pty Construction Motorway RiverCity Assetof RiverCity Motorway Trust 117 (ACN Limited 139 714), Pty trustee the Nominee Asset Motorway RiverCity amended as 2005, 2December dated Trust 2Constitution, Asset Motorway RiverCity under Trust 2established Asset Motorway RiverCity amended as 2005, 2December dated Trust Constitution, Asset Motorway RiverCity the under Trust, established Asset Motorway RiverCity The 214 083 537) 54 (ABN Limited Services Market Link Australia of Bank Reserve road toll the of account take to patterns behavioural their adjust drivers as road, atoll of opening the traffi of up build following The period initial c inthe 2.2.1 inSection described offer The documents these to amending or agreements supplemental Tunnel, any the and to fi inrelation project, The documents ancillary and nance Tunnel the operate and build to right the granted are Concessionaires the which under Concessionaires the and Council the between deed The Tunnel the of repair fi commissioning, and maintenance construction, design, The operation, nancing,

PAGE 145 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 146 SECTION 11 – GLOSSARY S&P ASX 200 Index 200 ASX S&P WCI Underwritten Period Agreement Underwriting Underwriter Tunnel Opening Date Tunnel Trusts Transport Plan Traffi System Tolling Term Facility Debt TBM Syndicate Members Sub-lease State Unit Stapled Stapled Sponsors Special Resolution Senior Debt TrusteeSecurity c Expert c Wage Cost Index as published by the Australian Bureau of Statistics of Bureau Australian the by published as Index Cost Wage fi the excluding Distributions two rst Period Distribution Fixed the Agreement, Underwriting DRP the of In respect 10.5.7 inSection issummarised It Offer. the underwrites Underwriter the which under Underwriter, the and Issuer the between Agreement ABN AMRO Rothschild traffi done isnot this c if Tunnel to the open still must Group Motorway RiverCity but Group Motorway RiverCity by iscommissioned Tolling the System which on date the be to isintended It Completion. Construction of date the after or on occurs date This traffi for Tunnel opened be will the Concessionaires. the which c by on date The Tunnel Bypass North-South The Trust Investment Motorway RiverCity Trust and Holding Motorway RiverCity 2002–2016 Brisbane for Plan Transport 925) 846 093 20 (ABN Ltd Pty Australia Maunsell System Collection Data Roadside the and System Processing Data the of comprised system tolling integrated The 7.3.2 inSection summarised facility The machine Tunnel boring 048) 733 002 86 (ABN Limited Minnett Ord and 772) 390 006 25 (ABN Limited Securities Potter Bell 323), 547 057 65 (ABN Limited Finance Corporate HTM Wilson 010 49 726), 669 (ABN Limited Morgans AMRO ABN and Underwriter The inTable to 10.5.1 referred sub-lease The Queensland of Government State The together stapled are Trust which Holding Motorway inRiverCity aunit Trust and Investment Motorway inRiverCity A unit construed accordingly be should Stapling versa. vice and Constitutions the with Trust inaccordance Holding Motorway inRiverCity aunit without with dealt otherwise or issued transferred, be not Trust may Investment Motorway inRiverCity aunit that so units the of together linking the Trust, means Holding Motorway RiverCity in aunit Trust and Investment Motorway inRiverCity aunit to In relation Limited Australia AMRO ABN and Bilfi nger Berger Concessions, Baulderstone Hornibrook, Leighton Contractors Trusts the of meeting ajoint at vote who Investors the of 75% than more by passed A resolution Financing Documents the under Finance RiverCity to available made are that facilities loan The 937) 12 044 004 (ABN Limited Bank Australia National capitalisation & Poor’s/ASX Standard indexThe of the top 200 listed entities by market 1 FORMS APPLICATION 2

PAGE 147 NORTH-SOUTH BYPASS TUNNEL BRISBANE PAGE 148 APPLICATION FORMS This page has been left blank intentionally. blank left been has page This Pin Broker Code cheque(s) RiverCity Motorway Management Limited here ABN 33 117 343 361 AFSL 297 867 (do not staple) as responsible entity for RiverCity Motorway Investment Trust ARSN 119 128 326 and RiverCity Motorway Holding Trust ARSN 119 128 193 Adviser Code

Australian Application Form This Application Form is important. Please read the entire PDS before lodging this Application Form. This Application Form must not be handed to another person unless attached to or accompanied by the PDS dated 21 June 2006 and a person who gives another person access to this Application Form must at the same time and by the same means give the other person access to the PDS. While the PDS is current, RiverCity Motorway Management Limited will send paper copies of the PDS, and any supplementary document and the Application Form, free of charge upon request. Defined terms in the PDS have the same meaning where used in this Application Form.

Number of Stapled Units applied for Initial Instalment per Stapled Unit Enclosed amount A , , at $A0.50 B $A , , . 0 0 (minimum 2,000 Stapled Units, thereafter in multiples of 500 Stapled Units) PLEASE COMPLETE YOUR DETAILS BELOW (refer overleaf for correct forms of registrable names) + Surname/Company Name Applicant C Title First Name Middle Name

Surname/Company Name Joint Applicant #2

Title First Name Middle Name

Designated account e.g. (or Joint Applicant #3)

PLEASE COMPLETE POSTAL ADDRESS DETAILS PO Box/RMB/Locked Bag/Care of (c/-)/Property name/Building name (if applicable) D Unit Number/Level Street Number Street Name

Suburb/City or Town State Postcode

CHESS Holder Identification Number (HIN) (if you want to add this holding to a specific CHESS holder, write the number here) E X Please note: that if you supply a CHESS HIN but the name and address details on your Application Form do not correspond exactly with the registration details held at CHESS, your Application will be deemed to be made without the CHESS HIN and any Stapled Units issued as a result of the Offer will be held on the Issuer sponsored sub-register and you will be allocated a Security holder Reference Number (SRN). Telephone Number where you can be contacted during business hours Contact Name (PRINT) F ( ) Cheque or bank draft should be made payable to “RiverCity Motorway Group Public Offer” in Australian dollars and crossed “Not Negotiable”. Cheque or Bank Draft Number BSB Account Number + G - INVESTOR DECLARATION I/We declare that by lodging this Application Form, I/we represent and warrant that I/we have read and understood the PDS to which

this Application Form relates including the disclaimer under “CAPITAL AND INVESTMENT RETURNS ARE NOT GUARANTEED”, agree *RCY IPO001* to be bound by the Constitutions of RiverCity Motorway Investment Trust and RiverCity Motorway Holding Trust and the terms and conditions of the Offer. I/We acknowledge that the accompanying payment represents payment of the Initial Instalment only. By lodging this Application Form, I/we declare that this Application Form is attached to or accompanying the PDS and that all statements made by me/us are complete and accurate. I/We represent and warrant that by lodging this Application Form, I am/we are at least 18 years of age, and are in compliance with all laws of the Commonwealth of Australia relevant to this Application. I/We acknowledge that I am/we are residents of Australia and physically located in Australia. Applicant Joint Applicant #2 (Individual) Joint Applicant #3 (Individual)

Sole Director and Sole Secretary Director/Company Secretary (Delete one) Director SIGNING INSTRUCTIONS This Application Form must be signed by the Applicant. If a joint Applicant, all Applicants must sign. If signed under power of attorney, the power of attorney must have been previously noted by the Registry or a certified copy must be attached to this Application Form. If executed by a company, the Application Form must be executed in accordance with the Applicant company’s constitution and the Corporations Act 2001 (Cwlth). Offer Closes 5:00pm AEST on Tuesday, 25 July 2006 RCY IPO001 Your Guide to the Application Form Please complete all relevant white sections of the Application Form in BLOCK LETTERS, using black or blue ink. These instructions are cross-referenced to each section of this Application Form. Each Applicant by lodging this Application Form agrees to become a member of RiverCity Motorway Investment Trust and RiverCity Motorway Holding Trust and agrees to be bound by their respective constitutions as amended from time to time. The Stapled Units to which this Application Form relates each comprises a Unit in RiverCity Motorway Investment Trust and a Unit in RiverCity Motorway Holding Trust, which will be listed on ASX as Stapled Units. The Stapled Units are being offered for subscription by RiverCity Motorway Management Limited (“Issuer”). Further details about the Stapled Units are contained in the PDS dated 21 June 2006. During the Offer period, the Issuer will send paper copies of the PDS, any supplementary document and the Application Form, free of charge upon request. ASIC requires that a person who provides access to an electronic application form must provide access, by the same means and at the same time, to the relevant PDS. This Application Form is included in the PDS. The PDS contains important information about investing in Stapled Units. You should read the PDS before applying for Stapled Units.

CORRECT FORMS OF REGISTRABLE NAMES Note that ONLY legal entities are allowed to hold Stapled Units. Applications must be in the name(s) of natural persons or companies. At least one full given name and the surname is required for each natural person. The name of the beneficiary or any other non-registrable name may be included by way of an account designation if completed exactly as described in the examples of correct forms below. Type of Investor Correct Form of Registration Incorrect Form of Registration Individual Use given names in full, not initials Mrs Katherine Clare Edwards K C Edwards Company Use Company’s full title, not abbreviations Liz Biz Pty Ltd Liz Biz P/L or Liz Biz Co. Joint Holdings Mr Peter Paul Tranche & Peter Paul & Use full and complete names Ms Mary Orlando Tranche Mary Tranche Trusts Mrs Alessandra Herbert Smith Alessandra Smith Use the trustee(s) personal name(s) Family Trust Deceased Estates Ms Sophia Garnet Post & Estate of late Harold Post Use the executor(s) personal name(s) Mr Alexander Traverse Post or Harold Post Deceased Minor (a person under the age of 18 years) Mrs Sally Hamilton Master Henry Hamilton Use the name of a responsible adult with an appropriate designation

Partnerships Mr Frederick Samuel Smith & Fred Smith & Son Use the partners’ personal names Mr Samuel Lawrence Smith Long Names Mr Hugh Adrian John Smith-Jones Mr Hugh A J Smith Jones Clubs/Unincorporated Bodies/Business Names Mr Alistair Edward Lilley Vintage Wine Club Use office bearer(s) personal name(s) Superannuation Funds XYZ Pty Ltd XYZ Pty Ltd Use the name of the trustee of the fund Superannuation Fund • Put the name(s) of any joint Applicant(s) and/or account description using < > as indicated above in designated spaces at section C on the Application Form.

A Insert the number of Stapled Units you wish to apply for. The Application must E If you are already a CHESS participant or sponsored by a CHESS participant, be for a minimum of 2,000 Stapled Units and thereafter in multiples of 500. You write your Holder Identification Number (HIN) here. The name and address may be issued all of the Stapled Units applied for or a lesser number. provided must be exactly the same as recorded on CHESS, otherwise you will B Insert the relevant amount of application monies. The Issue Price is $A1.00 per be sponsored by the Issuer and allocated a Security holder Reference Number Stapled Unit, payable in two instalments: an Initial Instalment of $A0.50 per (SRN). If you are not a CHESS participant (or are not sponsored by a CHESS Stapled Unit payable on Application; and a Final Instalment of $A0.50 per Stapled participant) leave this section blank and on allotment, you will be sponsored by Unit payable 12 months following Allotment Date. To calculate your total Initial the Issuer and allocated a SRN. Instalment payable, multiply the number of Stapled Units applied for by $A0.50. F Please enter your telephone number(s), area code and contact name in case we Amounts should be in Australian dollars. Please make sure the amount of your need to contact you in relation to your Application. These details are not cheque(s) equals this amount. compulsory but will assist us if we need to contact you. C Write the full name you wish to appear on the register of Stapled Units. This must G Please complete cheque details and make it payable to “RiverCity Motorway be either your own name or the name of a company. Up to three joint Applicants Group Public Offer” as follows: may register. You should refer to the table above for the correct registrable title. • Make your cheques payable in Australian dollars and cross it “Not Negotiable”. Applications using the wrong form of names may be rejected. Your cheque or bank draft must be drawn on an Australian branch of an D Please enter your postal address for all correspondence. All communications to Australian Bank. Cash will not be accepted and a receipt for payment will not you from the Issuer and the Registry will be mailed to the person(s) and address be forwarded. as shown. For joint Applicants only one address can be entered. • The amount should agree with the amount shown in Section B. • Sufficient cleared funds should be held in your account, as cheques returned unpaid are likely to result in your Application being rejected. • Pin (do not staple) your cheque(s) to the Application Form where indicated. LODGEMENT INSTRUCTIONS General Applications: You must return your application so it is received before 5:00pm on Tuesday, 25 July 2006 to: Link Market Services Limited, Locked Bag A14, Sydney South, NSW, 1235; or Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000 Broker Firm Applications: Investors who have received a firm allocation of Stapled Units from their broker must follow the lodgement procedures provided by that broker. These instructions will differ from the procedures set out above for general Applicants.

PRIVACY STATEMENT Link Market Services Limited advises that once you become an Investor in the Trusts, Chapter 2C of the Corporations Act 2001 requires information about you (including your name, address and details of the Stapled Units you hold) to be included in a public register. This information must continue to be included in a public register if you cease to be an Investor. These statutory obligations are not altered by the Privacy Act 1988. By filling out this Application Form, you are providing information to the Issuer and RiverCity Motorway Services (directly and/or via our Registry) that may constitute personal information for the purposes of the Privacy Act 1988. The Issuer and RiverCity Motorway Services (and the Registry on its behalf) collects, holds and uses personal information in relation to your Application in order to assess your Application, service your needs as an Investor, provide facilities and services that you request and administer your holding of Stapled Units. If you do not provide the information requested, the Issuer and the Registry may not be able to process or accept your Application or administer your holding of Stapled Units appropriately. Access to your personal information may be provided to other companies within the RiverCity Motorway Group and to the Issuer’s agents and service providers on the basis that they deal with such information in accordance with the Issuer’s privacy policy, a copy of which can be accessed at the following website: (www.rivercitymotorway.net.au). You can request access to personal information collected in relation to your Application by writing to the Registry at the address shown on this Application Form. The Registry’s privacy policy is available on its website (www.linkmarketservices.com.au).

CAPITAL AND INVESTMENT RETURNS ARE NOT GUARANTEED Investments in Stapled Units are not deposits with or liabilities of the Issuer, RiverCity Motorway Services or ABN AMRO Rothschild and are subject to investment risk, including possible delays in repayment and loss of income and capital invested. Neither the Issuer, RiverCity Motorway Services nor ABN AMRO Rothschild guarantees any particular rate of return on the Stapled Units or the performance of RiverCity Motorway Group, nor do they guarantee the repayment of capital from RiverCity Motorway Group. Pin Broker Code cheque(s) RiverCity Motorway Management Limited here ABN 33 117 343 361 AFSL 297 867 (do not staple) as responsible entity for RiverCity Motorway Investment Trust ARSN 119 128 326 and RiverCity Motorway Holding Trust ARSN 119 128 193 Adviser Code

Australian Application Form This Application Form is important. Please read the entire PDS before lodging this Application Form. This Application Form must not be handed to another person unless attached to or accompanied by the PDS dated 21 June 2006 and a person who gives another person access to this Application Form must at the same time and by the same means give the other person access to the PDS. While the PDS is current, RiverCity Motorway Management Limited will send paper copies of the PDS, and any supplementary document and the Application Form, free of charge upon request. Defined terms in the PDS have the same meaning where used in this Application Form.

Number of Stapled Units applied for Initial Instalment per Stapled Unit Enclosed amount A , , at $A0.50 B $A , , . 0 0 (minimum 2,000 Stapled Units, thereafter in multiples of 500 Stapled Units) PLEASE COMPLETE YOUR DETAILS BELOW (refer overleaf for correct forms of registrable names) + Surname/Company Name Applicant C Title First Name Middle Name

Surname/Company Name Joint Applicant #2

Title First Name Middle Name

Designated account e.g. (or Joint Applicant #3)

PLEASE COMPLETE POSTAL ADDRESS DETAILS PO Box/RMB/Locked Bag/Care of (c/-)/Property name/Building name (if applicable) D Unit Number/Level Street Number Street Name

Suburb/City or Town State Postcode

CHESS Holder Identification Number (HIN) (if you want to add this holding to a specific CHESS holder, write the number here) E X Please note: that if you supply a CHESS HIN but the name and address details on your Application Form do not correspond exactly with the registration details held at CHESS, your Application will be deemed to be made without the CHESS HIN and any Stapled Units issued as a result of the Offer will be held on the Issuer sponsored sub-register and you will be allocated a Security holder Reference Number (SRN). Telephone Number where you can be contacted during business hours Contact Name (PRINT) F ( ) Cheque or bank draft should be made payable to “RiverCity Motorway Group Public Offer” in Australian dollars and crossed “Not Negotiable”. Cheque or Bank Draft Number BSB Account Number + G - INVESTOR DECLARATION I/We declare that by lodging this Application Form, I/we represent and warrant that I/we have read and understood the PDS to which

this Application Form relates including the disclaimer under “CAPITAL AND INVESTMENT RETURNS ARE NOT GUARANTEED”, agree *RCY IPO001* to be bound by the Constitutions of RiverCity Motorway Investment Trust and RiverCity Motorway Holding Trust and the terms and conditions of the Offer. I/We acknowledge that the accompanying payment represents payment of the Initial Instalment only. By lodging this Application Form, I/we declare that this Application Form is attached to or accompanying the PDS and that all statements made by me/us are complete and accurate. I/We represent and warrant that by lodging this Application Form, I am/we are at least 18 years of age, and are in compliance with all laws of the Commonwealth of Australia relevant to this Application. I/We acknowledge that I am/we are residents of Australia and physically located in Australia. Applicant Joint Applicant #2 (Individual) Joint Applicant #3 (Individual)

Sole Director and Sole Secretary Director/Company Secretary (Delete one) Director SIGNING INSTRUCTIONS This Application Form must be signed by the Applicant. If a joint Applicant, all Applicants must sign. If signed under power of attorney, the power of attorney must have been previously noted by the Registry or a certified copy must be attached to this Application Form. If executed by a company, the Application Form must be executed in accordance with the Applicant company’s constitution and the Corporations Act 2001 (Cwlth). Offer Closes 5:00pm AEST on Tuesday, 25 July 2006 RCY IPO001 Your Guide to the Application Form Please complete all relevant white sections of the Application Form in BLOCK LETTERS, using black or blue ink. These instructions are cross-referenced to each section of this Application Form. Each Applicant by lodging this Application Form agrees to become a member of RiverCity Motorway Investment Trust and RiverCity Motorway Holding Trust and agrees to be bound by their respective constitutions as amended from time to time. The Stapled Units to which this Application Form relates each comprises a Unit in RiverCity Motorway Investment Trust and a Unit in RiverCity Motorway Holding Trust, which will be listed on ASX as Stapled Units. The Stapled Units are being offered for subscription by RiverCity Motorway Management Limited (“Issuer”). Further details about the Stapled Units are contained in the PDS dated 21 June 2006. During the Offer period, the Issuer will send paper copies of the PDS, any supplementary document and the Application Form, free of charge upon request. ASIC requires that a person who provides access to an electronic application form must provide access, by the same means and at the same time, to the relevant PDS. This Application Form is included in the PDS. The PDS contains important information about investing in Stapled Units. You should read the PDS before applying for Stapled Units.

CORRECT FORMS OF REGISTRABLE NAMES Note that ONLY legal entities are allowed to hold Stapled Units. Applications must be in the name(s) of natural persons or companies. At least one full given name and the surname is required for each natural person. The name of the beneficiary or any other non-registrable name may be included by way of an account designation if completed exactly as described in the examples of correct forms below. Type of Investor Correct Form of Registration Incorrect Form of Registration Individual Use given names in full, not initials Mrs Katherine Clare Edwards K C Edwards Company Use Company’s full title, not abbreviations Liz Biz Pty Ltd Liz Biz P/L or Liz Biz Co. Joint Holdings Mr Peter Paul Tranche & Peter Paul & Use full and complete names Ms Mary Orlando Tranche Mary Tranche Trusts Mrs Alessandra Herbert Smith Alessandra Smith Use the trustee(s) personal name(s) Family Trust Deceased Estates Ms Sophia Garnet Post & Estate of late Harold Post Use the executor(s) personal name(s) Mr Alexander Traverse Post or Harold Post Deceased Minor (a person under the age of 18 years) Mrs Sally Hamilton Master Henry Hamilton Use the name of a responsible adult with an appropriate designation

Partnerships Mr Frederick Samuel Smith & Fred Smith & Son Use the partners’ personal names Mr Samuel Lawrence Smith Long Names Mr Hugh Adrian John Smith-Jones Mr Hugh A J Smith Jones Clubs/Unincorporated Bodies/Business Names Mr Alistair Edward Lilley Vintage Wine Club Use office bearer(s) personal name(s) Superannuation Funds XYZ Pty Ltd XYZ Pty Ltd Use the name of the trustee of the fund Superannuation Fund • Put the name(s) of any joint Applicant(s) and/or account description using < > as indicated above in designated spaces at section C on the Application Form.

A Insert the number of Stapled Units you wish to apply for. The Application must E If you are already a CHESS participant or sponsored by a CHESS participant, be for a minimum of 2,000 Stapled Units and thereafter in multiples of 500. You write your Holder Identification Number (HIN) here. The name and address may be issued all of the Stapled Units applied for or a lesser number. provided must be exactly the same as recorded on CHESS, otherwise you will B Insert the relevant amount of application monies. The Issue Price is $A1.00 per be sponsored by the Issuer and allocated a Security holder Reference Number Stapled Unit, payable in two instalments: an Initial Instalment of $A0.50 per (SRN). If you are not a CHESS participant (or are not sponsored by a CHESS Stapled Unit payable on Application; and a Final Instalment of $A0.50 per Stapled participant) leave this section blank and on allotment, you will be sponsored by Unit payable 12 months following Allotment Date. To calculate your total Initial the Issuer and allocated a SRN. Instalment payable, multiply the number of Stapled Units applied for by $A0.50. F Please enter your telephone number(s), area code and contact name in case we Amounts should be in Australian dollars. Please make sure the amount of your need to contact you in relation to your Application. These details are not cheque(s) equals this amount. compulsory but will assist us if we need to contact you. C Write the full name you wish to appear on the register of Stapled Units. This must G Please complete cheque details and make it payable to “RiverCity Motorway be either your own name or the name of a company. Up to three joint Applicants Group Public Offer” as follows: may register. You should refer to the table above for the correct registrable title. • Make your cheques payable in Australian dollars and cross it “Not Negotiable”. Applications using the wrong form of names may be rejected. Your cheque or bank draft must be drawn on an Australian branch of an D Please enter your postal address for all correspondence. All communications to Australian Bank. Cash will not be accepted and a receipt for payment will not you from the Issuer and the Registry will be mailed to the person(s) and address be forwarded. as shown. For joint Applicants only one address can be entered. • The amount should agree with the amount shown in Section B. • Sufficient cleared funds should be held in your account, as cheques returned unpaid are likely to result in your Application being rejected. • Pin (do not staple) your cheque(s) to the Application Form where indicated. LODGEMENT INSTRUCTIONS General Applications: You must return your application so it is received before 5:00pm on Tuesday, 25 July 2006 to: Link Market Services Limited, Locked Bag A14, Sydney South, NSW, 1235; or Link Market Services Limited, Level 12, 680 George Street, Sydney NSW 2000 Broker Firm Applications: Investors who have received a firm allocation of Stapled Units from their broker must follow the lodgement procedures provided by that broker. These instructions will differ from the procedures set out above for general Applicants.

PRIVACY STATEMENT Link Market Services Limited advises that once you become an Investor in the Trusts, Chapter 2C of the Corporations Act 2001 requires information about you (including your name, address and details of the Stapled Units you hold) to be included in a public register. This information must continue to be included in a public register if you cease to be an Investor. These statutory obligations are not altered by the Privacy Act 1988. By filling out this Application Form, you are providing information to the Issuer and RiverCity Motorway Services (directly and/or via our Registry) that may constitute personal information for the purposes of the Privacy Act 1988. The Issuer and RiverCity Motorway Services (and the Registry on its behalf) collects, holds and uses personal information in relation to your Application in order to assess your Application, service your needs as an Investor, provide facilities and services that you request and administer your holding of Stapled Units. If you do not provide the information requested, the Issuer and the Registry may not be able to process or accept your Application or administer your holding of Stapled Units appropriately. Access to your personal information may be provided to other companies within the RiverCity Motorway Group and to the Issuer’s agents and service providers on the basis that they deal with such information in accordance with the Issuer’s privacy policy, a copy of which can be accessed at the following website: (www.rivercitymotorway.net.au). You can request access to personal information collected in relation to your Application by writing to the Registry at the address shown on this Application Form. The Registry’s privacy policy is available on its website (www.linkmarketservices.com.au).

CAPITAL AND INVESTMENT RETURNS ARE NOT GUARANTEED Investments in Stapled Units are not deposits with or liabilities of the Issuer, RiverCity Motorway Services or ABN AMRO Rothschild and are subject to investment risk, including possible delays in repayment and loss of income and capital invested. Neither the Issuer, RiverCity Motorway Services nor ABN AMRO Rothschild guarantees any particular rate of return on the Stapled Units or the performance of RiverCity Motorway Group, nor do they guarantee the repayment of capital from RiverCity Motorway Group. CORPORATE DIRECTORY

RiverCity Motorway Holding Trust Joint Financial Adviser Level 1, 23 Cribb Street ABN AMRO Australia Limited Milton QLD 4064 Level 29, ABN AMRO Tower AUSTRALIA Cnr Phillip and Bent Street Sydney NSW 2000 RiverCity Motorway Investment Trust AUSTRALIA Level 1, 23 Cribb Street Milton QLD 4064 Joint Financial Adviser AUSTRALIA Babcock & Brown Pty Limited Level 39, Chifl ey Tower Directors of RiverCity Motorway Group 2 Chifl ey Square Mr Robert Morris Sydney NSW 2000 Mr Peter Hollingsworth AUSTRALIA Mr Bernard Rowley Mr Phil Garling Legal Adviser to RiverCity Motorway Group Mr Peter Hicks Mallesons Stephen Jaques Mr Charles Mott Level 30, Waterfront Place 1 Eagle Street Responsible Entity Brisbane QLD 4000 RiverCity Motorway Management Limited AUSTRALIA Level 5, ABN AMRO Tower Cnr Phillip and Bent Street Investigating Accountant Sydney NSW 2000 Deloitte Corporate Finance Pty Ltd AUSTRALIA Grosvenor Place 225 George Street Directors of the Responsible Entity Sydney NSW 2000 Mr John Barry AUSTRALIA Mr Gary Simon Mr Robert Morris Lead Manager and Underwriter ABN AMRO Rothschild Level 29, ABN AMRO Tower Cnr Phillip and Bent Street Sydney NSW 2000 AUSTRALIA Co-Managers ABN AMRO Morgans Limited Level 29, Riverside Centre 123 Eagle Street Brisbane QLD 4000 AUSTRALIA Wilson HTM Corporate Finance Limited Level 38, Riparian Plaza 71 Eagle Street Brisbane QLD 4000 AUSTRALIA

Brokers to the Offer Bell Potter Securities Limited Level 33, Grosvenor Place Precinct. 225 George Street Sydney NSW 2000 AUSTRALIA Ord Minnett Limited Level 10, Waterfront Place 1 Eagle Street Brisbane QLD 4000 AUSTRALIA Design, project management and production by