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2008 Sep Map Nomindd.Indd MACQUARIE AIRPORTS NOTICES OF MEETING 17 OCTOBER 2008 Macquarie Airports Limited Registration Number 31667 Notice of Special General Meeting 2008 and Explanatory Memorandum Macquarie Airports Trust (1) ARSN 099 597 921 Macquarie Airports Trust (2) ARSN 099 597 896 Notices of General Meeting 2008 and Explanatory Memorandum 22008008 SSepep MMApAp NOMindd.inddNOMindd.indd 1 112/09/20082/09/2008 11:01:26:01:26 PPMM None of the entities noted in this document is an authorised deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia). The obligations of these entities do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 (MBL). MBL does not guarantee or otherwise provide assurance in respect of the obligations of these entities. 22008008 SSepep MMApAp NOMindd.inddNOMindd.indd 2 112/09/20082/09/2008 11:01:40:01:40 PPMM CHAIRMAN’S LETTER 17 September 2008 Dear security holder This Explanatory Memorandum The buy-back and the partial In order to confi rm that the contains information regarding divestment form part of the divestments are fair and reasonable the resolutions we will ask you to initiatives announced under MAp’s to MAp security holders, the MAp consider at the MAp security holder Portfolio and Capital Review on 20 directors have commissioned an meetings to be held on 17 October August 2008, and are intended to Independent Expert Report from 2008. Specifi cally we will ask you address the signifi cant discount Ernst & Young Transaction Advisory to consider a buy-back of up to which MAp’s security price Services Limited. The Independent A$1 billion of MAp securities and represents to MAp’s published Expert Report concludes that the the divestment of part of MAp’s directors’ valuation of its airport divestments are fair and reasonable interests in Copenhagen and businesses. and is contained in section 6 of this Brussels airports to facilitate the The initiatives are designed to Explanatory Memorandum. buy-back. enhance security holder value, On behalf of the MAp directors, I MAp security holders are being put MAp on the strongest recommend that you vote in favour asked to: possible footing in this challenging of the proposed resolutions and I • Approve a buy-back of up to environment and position it well for look forward to seeing you at the A$1billion of MAp securities. future growth. MAp security holder meetings on As the buy-back involves the By committing to a substantial 17 October 2008. repurchase of more than 10% buy-back of MAp securities, of MAp’s existing issued capital your boards and management Yours sincerely in 12 months, security holder are indicating their belief in the approval is required. value of MAp and its airports and • Approve the sale consistent giving support to the quality and with directors’ valuations of a sustainability of MAp’s regular 26.9% interest in Copenhagen distribution. Max Moore-Wilton AC Airports and a 26.1% interest in The sale of partial interests in Chairman, Macquarie Airports Brussels Airport to Macquarie Copenhagen and Brussels airports Management Limited European Infrastructure Fund to MEIF3 at prices consistent with Director, Macquarie Airports Limited 3 (MEIF3) together with the directors’ valuations demonstrates new governance frameworks the value of MAp’s airport for these investments. As this businesses whilst allowing MAp is a signifi cant transaction with to exercise joint control over and another Macquarie Group fund retain exposure to these high we are seeking security holder quality airports. This preserves the approval. value of MAp’s remaining interests The MAp directors unanimously in these airports. recommend that security holders vote in favour of these resolutions. Macquarie Airports Notices of Meeting and Explanatory Memorandum, October 2008 - 1 22008008 SSepep MMApAp NOMindd.inddNOMindd.indd Sec1:1Sec1:1 112/09/20082/09/2008 11:01:40:01:40 PPMM 1. SPECIAL GENERAL MEETING The Macquarie Airports (MAp) Special General Meeting (SGM) will be held on 17 October 2008. The SGM will comprise concurrent meetings of the 3 entities that make up MAp namely Macquarie Airports Limited (ARBN 099 813 780) (the Company or MAL), Macquarie Airports Trust (1) (ARSN 099 597 921(MAT1) and Macquarie Airports Trust (2) (ARSN 099 597 896) (MAT2). Section 2 explains the business of the meetings and the notices of meeting are contained in section 3. Section 4 contains a Glossary listing defi ned terms and voting information is contained in section 5. The Independent Expert report is contained in Section 6. Proxy forms accompany this document. The MAp Independent Directors recommend that you vote in favour of all of the resolutions set out in the notices of meeting. This document is important and requires immediate attention. It should be read in its entirety. If you are in doubt as to the course you should follow, you should consult your professional adviser without delay. 2 - Macquarie Airports Notices of Meeting and Explanatory Memorandum October 2008 22008008 SSepep MMApAp NOMindd.inddNOMindd.indd Sec1:2Sec1:2 112/09/20082/09/2008 11:01:41:01:41 PPMM 2. SGM BUSINESS 2.1 Partial Sale of Assets 2.1.2 Overview of the Sale • The proceeds from the sale to MEIF3 Transaction will enable MAp to implement a buy-back of MAp securities 2.1.1 Background The Sale Transaction was announced on 20 August 2008 of up to A$1 billion (subject to MAp owns 82.7% of MABSA which when MAp released its interim MAp security holder approval) owns 75% of Brussels Airport. results. The Sale Transaction is and effectively reduce fi nancial MAp also owns 100% of MAESA2 conditional on MAp security holder leverage through defeasance of which owns 53.7% of Copenhagen approval by way of an ordinary the TICkETS. Airports. resolution under ASX Listing Rule • The sale of indirect interests MAp proposes to sell to MEIF3: 10.1 because it involves the sale of in Brussels and Copenhagen airports will demonstrate their • 42% of its interest in Brussels 5% or more of MAp’s net assets to MEIF3, which is another Macquarie value as the price is in line with Airport (by selling a 34.7% MAp’s published directors’ interest in MABSA); and Group fund. No other regulatory approvals for the Sale Transaction valuations for these assets. • 50% of its interest in are required. MEIF3 and its The price and the terms of the Copenhagen Airports (by selling associates, including Macquarie transaction have been reviewed 50% of its interest in MAESA2). Group entities and their associates, by Ernst & Young Transaction This Sale Transaction is one of the cannot vote on this resolution. Advisory Services Limited which initiatives arising from the Portfolio has prepared an Independent and Capital Review undertaken by Details about MEIF3 and Macquarie Expert Report which concludes the MAp boards and announced on Group’s interests in the Sale that the Sale Transaction is fair 20 August 2008. Proceeds from the Transaction are explained in section and reasonable. 2.1.8. sales will be used to defease the 2.1.4 Rationale for sale of TICkETS and to undertake a buy- 2.1.3 Rationale for Sale assets to MEIF3 back of MAp securities which the Transaction MAp boards believe will signifi cantly The MAp Independent Directors The MAp Independent Directors enhance value for security holders. believe that the sale of the interests believe that the Sale Transaction in Brussels and Copenhagen The sales will occur at prices will create additional value for MAp airports to MEIF3 is in the best consistent with directors’ valuations security holders for the following interests of security holders and at premia to acquisition prices reasons: because it achieves directors’ of 49% for Copenhagen Airports • Over the last six months valuation on the sales and and 47% for Brussels Airport. MAp’s security price has been preserves the residual value of the MAp will move to a position of trading at a signifi cant and remaining interests: joint control in respect of these sustained discount to the • The arrangements ensure the two airports while maintaining published underlying value of continuity of management and a signifi cant investment in each its airport businesses. The Sale the residual value of the two airport. The Sale Transaction also Transaction and consequent airports because each fund, serves to validate the value of buy-back are designed to being Macquarie managed, has MAp’s portfolio of airports. demonstrate the underlying the same investment philosophy More detail about the Brussels value of MAp’s investments. and active management model; Airport and Copenhagen Airports and investments is set out in the Independent Expert Report in section 6. Macquarie Airports Notices of Meeting and Explanatory Memorandum, October 2008 - 3 22008008 SSepep MMApAp NOMindd.inddNOMindd.indd Sec1:3Sec1:3 112/09/20082/09/2008 11:01:41:01:41 PPMM • Pre-emptive rights are triggered 2.1.5 Sale Proceeds and Use of in the event of a change of Sale Proceeds control of a Macquarie Group MAp will receive approximately managed shareholder to provide A$1.5 billion from MEIF3 for the the option for MABSA and Sale Transaction consistent with MAESA2 to remain controlled the MAp directors’ June 2008 by entities managed by the valuations of MAp’s interests in Macquarie Group. As MEIF1 Brussels and Copenhagen airports. and MEIF3 are closed-end funds, these rights have The price payable for the interest in € the advantage of ensuring Brussels Airport is 402.5 million consistency of investment (approximately A$661 million at philosophy and approach 30 June 2008 exchange rates) should the existing Macquarie which will be rolled forward to the Group managed shareholders Completion Date at the Brussels be unable to exercise their rights Airport discount rate of 12.0% at a particular time.
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