Hastings Funds Management Limited ABN 27 058 693 388 AFSL No. 238309 Australian Infrastructure Fund Limited ARN 97 063 935 553

Level 15 90 Collins Street Melbourne VIC 3000 Australia Telephone +61 3 9654 4477 $F = -61396506555$

Other offices: London, New York

ASX Announcement

Australian Infrastructure Fund (AIX)

27 October 2006

Information sent to security holders for Annual General Meeting

Attached is the cover letter, notice of meeting and proxy form sent to security holders for the AIX Annual General Meeting to be held at the Park Hyatt Hotel, Melbourne at 2.30pm on Monday 27 November 2006.

For further enquiries, please contact:

Peter McGregor Chief Operating Officer

Australian Infrastructure Fund +61 3 9654 4477 Tel: Fay: +61 3 9650 6555 Email: investor [email protected] Website: www.aif.net.au

Simon Ondaatje Head of Investor Relations

Hastings Funds Management $+61396544477$ Tel: Fax: $+61396506555$ Email: investor [email protected] Website: www.aif.net.au

dio film

Claire Filson Company Secretary Australian Infrastructure Fund

Unless otherwise stated, the information contained in this document is for informational puncese only. If does not constitute an offer of securities and should not be relied upon as the relationship was not allow the prepared without laking into account the experiment objectives, francial situation or periodic needs of any particular person or entity. Before making an investment decision you should co document and past performance is no cuarantee of future cerformance. Hastings, as the Manager or Trustee of various funds, is entitled to receive menagement and performance fees.

Total pages: 8

Hastings Funds Management Limited ABN 27 058 693 388 AFSE No. 238309

Australian Infrastructure Fund Limited ABN 97 063 935 553

Level 15 90 Collins Street Melbourne VIC 3000 Australia .
Telephone ÷61 3 9654 4477 Facsimile +61 3 9650 6555 Other officers

London, New York

27 October 2006 000111 ing and his.
Sigipa ang pandhihidi na and h $\frac{55}{2}$ NAME/COMPANY NAME STREET ADDRESS STREET ADDRESS STREET ADDRESS SUBURB STATE POSTCODE

Australian Infrastructure Fund (AIX)

Dear Security holder,

AIX ANNUAL GENERAL MEETING on Monday 27 November 2006

On behalf of the directors of Australian Infrastructure Fund Limited and Hastings Funds Management Limited. as responsible entity of the Australian Infrastructure Fund Trust (together AIX), I am pleased to invite you to Australian Infrastructure Fund Limited's Annual General Meeting (AGM) and a concurrent General Meeting of Australian Infrastructure Fund Trust.

The AGM will be held at the Park Hyatt Hotel, Ballroom, 1 Parliament Square, off Parliament Place, Melbourne at 2.30 pm on Monday 27 November 2006.

If you are attending this meeting, please bring this letter with you to help registration for attendance.

If you are unable to attend the meeting, you are encouraged to complete the enclosed proxy form. The proxy form should be returned in the envelope provided or faxed to our registry Computershare Investor Services on +61 3 9473 2555 so that it is received by 2.30 pm on Sunday 26 November.

Refreshments will be provided following the meeting and the directors will be available to talk with you about AIX and its strategies.

For security holders unable to attend the AGM, a briefing will also be held in Sydney at the Four Seasons Hotel in the Winton-Teale-Buchanan Rooms, 199 George Street, at 2.30 pm on Wednesday 29 November 2006.

For further information about the AGM or for a copy of the ASX announcements made during the year, please see the AIX website www.aif.net.au.

Your directors look forward to seeing you at the meeting.

Yours faithfully

Paul Espie Chairman

Enct:

Notice of Meetings and explanatory notes to security holders

Australian Infrastructure Fund Limited ABN 97 063 935 553 and

Australian Infrastructure Fund ARSN 089 889 761

Notice is hereby given that the Annual General Meeting of Australian Infrastructure Fund Limited ('Company') will be held together with a concurrent General Meeting of the unitholders of Australian Infrastructure Fund ('Trust') (collectively, 'AIX') at the Park Hyatt Melbourne, 1 Parliament Square, off Parliament Place, Melbourne, Victoria, on Monday 27 November 2006 at 2.30 pm ('Meeting').

Ordinary Business:

Financial Report

1 To consider the financial report and the reports of the Directors and the auditor for the financial year ended 30 June 2006.

Election of Directors - Company only

To elect directors, each as a separate resolution:

Barry Capp retires by rotation in accordance with the Company's Constitution and does not offer himself for re-election.

• 2 Paul Espie retires by rotation in accordance with the Company's Constitution and, being eligible, offers himself for re-election.
• 3 Robert Humphris OAM, a Director appointed by the Board since the last Annual General Meeting, retires in accordance with the Company's Constitution and, being eligible, offers himself for election.

Change of auditor - Company only

4 To appoint the firm of PricewaterhouseCoopers as auditor of the Company.

Remuneration Report - Company only

5 To adopt the Remuneration Report for the financial year ended 30 June 2006.

By order of the Boards

Claire Filson Company Secretary Australian Infrastructure Fund Limited and Hastings Funds Management Limited as Responsible Entity for Australian Infrastructure Fund

27 October 2006

Voting entitlemente

Pursuant to applicable legislation and regulations, the Directors have determined that the security holding of each security holder for the purpose of ascertaining the voting entitlements for the Meeting will be as appears in the Security Register at 7.00 pm (Melbourne time) on Friday 24 November 2006.

• 1 Security holders may only vote their shares in relation to resolutions being put to shareholders of the Company, and may only vote their units in relation to resolutions being put to unitholders of the Trust.
• 2 A security holder entitled to attend and vote has a right to appoint a proxy to attend and vote instead of the security holder. A proxy holder need not be a security holder. A security holder who is entitled to cast two or more votes may appoint up to two proxy holders and may specify the proportion or number of votes each proxy holder is appointed to exercise. If there is no proportion or number specified, each proxy holder may exercise half of the votes. On a show of hands, a proxy holder may not vote if more than one proxy holder attends.
• 3 A form of appointment of proxy is enclosed. To be effective the document appointing the proxy holder (and if the appointment is signed or executed by the appointor's attorney, the authority under which the appointment was signed or a certified copy of the authority), must be received

by AIX at least 24 hours before the Meeting. The documents should be delivered to AIX's reaistry:

Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street Abbotsford Victoria 3067

Postal address: GPO Box 242 Melbourne Victoria 3001 Facsimile: +61 3 9473 2555

4 If you wish to appoint a different proxy holder to vote on your behalf in relation to your units in the Trust from the proxy holder you appoint to vote on your behalf in relation to your shares in the Company, or if you wish to direct your proxy holder to vote differently in respect of your units than in respect of your shares (regarding resolutions on which both shares and units are able to be voted), please contact AIX's registry to obtain another proxy form:

Computershare Investor Services Pty Limited Telephone: 1300 132 288 within Australia or +61 3 9415 4000 outside Australia.

5 Please refer to other notes appearing on the proxy form.

Explanatory Notes to security holders

These Explanatory Notes must be read in conjunction with the accompanying Notice of Annual General Meeting of Australian Infrastructure Fund Limited and concurrent General Meeting of unitholders of Australian Infrastructure Fund.

Ordinary Business

Item 2 - Election of Director - Company only

The resolution to elect Paul Espie as a Director of the Company is an ordinary resolution requiring the support of a majority of the votes cast by shareholders.

Paul Espíe BSc, MBA, FAICD was first appointed a nonexecutive director in June 1994.

Mr Espie is the founder and Managing Director of Pacific Road Corporate Finance, adviser to governments and major Australian companies, particularly in the resources and services sectors. Before establishing Pacific Road in 1987, he was Senior Vice President of Bank of America. He is the former Chairman of Metro Transport Sydney Pty Ltd, Freight Rail Corporation and Oxiana Limited and a former director of Utilities of Australia Pty Ltd and Hastings Funds Management Limited.

The Directors other than Mr Espie recommend that security holders approve the resolution.

Item 3 - Election of Director - Company only

The resolution to elect Robert Humphris OAM as a Director of the Company is an ordinary resolution, requiring the support of a majority of the votes cast by shareholders.

Robert Humphris OAM, ARSM, BSc (Eng) Hons, CEng, FIMMM, FAIMM joined the Board on 11 September 2006 as a non-executive director.

Mr Humphris brings to AIX a wealth of experience and knowledge developed over a career spanning more than 40 years. He has extensive Australian and international experience in the mining and construction industries. He is currently a director of Leighton Holdings Limited and Chairman of Ampcontrol Pty Ltd.

The Directors other than Mr Humphris recommend that security holders approve the resolution.

Item 4 - Change of auditor - Company only

The resolution to change the auditor from Ernst & Young to PricewaterhouseCoopers is an ordinary resolution, requiring the support of a majority of the votes cast by shareholders.

In accordance with best practice the board determined to review the provision of audit services and recommends that the shareholders approve the appointment of PricewaterhouseCoopers as auditor of the Company.

The Board of the Responsible Entity of Australian Infrastructure Fund, Hastings Funds Management Limited, has resolved to change the auditor of the Trust and the Compliance Plan, subject to shareholder approval of PricewaterhouseCooper's appointment as auditor of Australian Infrastructure Fund Limited. Ernst & Young has consented to resign and, on the resolution being passed, Ernst & Young will resign as auditor and PricewaterhouseCoopers will be appointed as auditor.

The Directors recommend that security holders approve the resolution.

Item 5 - Remuneration Report - Company only

The Annual Report for the year ended 30 June 2006 contains a Remuneration Report which sets out the remuneration policy for the Company and reports remuneration arrangements in place for the non-executive directors. The report is set out on pages 45 to 46 of the Annual Report.

Under the provisions of the Corporations Act 2001, the shareholder vote is advisory only and does not bind the Company. Notwithstanding the legislative effect of this requirement, the Board will take into consideration the discussion on this resolution and the outcome of the vote when considering the remuneration policy of the Company.

The Directors recommend that security holders approve the resolution

Hastings Funds Management Limited ABN 27 058 693 388 AFSE No. 228209

Australian Infrastructure Fund Limited ABN 97 063 935 553

All correspondence to:

Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 850 505 (outside Australia) 61 3 9415 4000 Facsimile 61 3 9473 2555 www.combutershare.com

000001 Մվկկվկվկվանդկնայն 000 Securityholder Reference Number (SRN) $5.534$ MR JOHN SMITH 1 FLAT 123
123 SAMPLE STREET THE SAMPLE HILL SAMPLE ESTATE SAMPLEVILLE VIC 3030 I 1234567890 $IND$ Appointment of Proxy I/We being a member/s of Australian Infrastructure Fund (AIX) and entitled to attend and vote hereby appoint If you are not appointing the Chairman of the Meeting as the Chairman your proxy please write here the full name of the of the Meeting OR individual or body corporate (excluding the registered (mark with an 'X') Security holder) you are appointing as your proxy. or failing the person named, or if no person is named, the Chairman of the Meeting, as mylour proxy to act generally at the meeting on mylour behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of AIX to be held at the Park Hyatt Melbourne, 1 Partiament Square, off Parliament Place, Melbourne, Victoria Voting directions to your proxy - please mark to indicate your directions Χ Ordinary Business For Against Abstain* To re-elect Paul Espie as a Director of the Company (Company only) To elect Robert Humphris OAM as a Director of the Company (Company only) To appoint the firm of PricewaterhouseCoopers as auditor of the Company (Company only)

Item 5 To adopt the Remuneration Report for the financial year ended 30 June 2006 (Company only)

The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business.

* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.

Individual or Security holder 1

Sole Director and

Item 2

Item 3

Item 4

Sole Company Secretary

In addition to signing the Proxy form in the above box(es) please provide the information below in case we need to contact you.

Director

Security holder 2

Contact Name

$A$ | $X$

Contact Daytime Telephone

Date

1 Your Address

$\overline{2}$

3

4

5

This is your address as it appears on the security register. If this information is incorrect, please mark the box and make the correction on the form. Security holders sponsored by a broker (in which case your reference number overleaf will commence with an 'x') should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.

Appointment of a Proxy

Members who are entitled to attend and vote at the Annual General Meeting may appoint a proxy. A proxy can be either an individual or body corporate.

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the individual or body corporate you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the full name of that individual or body corporate e.g. John Smith or Company X Pty Ltd. Do not use abbreviations. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a security holder of the company. Do not write the name of the issuer company or the registered security holder in the space.

If a body corporate is appointed as proxy, the full name of the body corporate being appointed must be set out. The body corporate will need to ensure that it.

appoints an individual as its corporate representative to exercise its powers at meetings, in accordance with section 250D of the $(a)$ Corporations Act 2001 (Cth); and

provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the meeting. (h) If such evidence is not received before the meeting, then the body corporate (through its representative) will not be permitted to act as your proxy."

Votes on Items of Business

You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.

Appointment of a Second Proxy

You are entitled to appoint up to two proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the security registry or you may copy this form.

To appoint a second proxy you must:

• indicate that you wish to appoint a second proxy by marking the box. $(a)$
• on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities $(b)$ applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded. (c)
• return both forms together in the same envelope.

Signing Instructions

You must sign this form as follows in the spaces provided:

Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry or at www.computershare.com.

Lodgement of a Proxy

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 2:30 p.m. on Sunday, 26 November 2006. Any Proxy Form received after that time will not be valid for the scheduled meeting.

Documents may be lodged using the reply paid envelope or:

IN PERSON Registry - Computershare Investor Services Pty Limited, Yarra Falls, 452 Johnston Street, Abbotsford VIC 3067 Australia

Registry - Computershare Investor Services Pty Limited, GPO Box 242, Melbourne VIC 3001 Australia BY MAIL

BY FAX 61 3 9473 2555