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1 AMPCI Macquarie Infrastructure Management No 1 Limited ABN AFS Licence No AMPCI Macquarie Infrastructure Management No 2 Limited ABN AFS Licence No Investment Holdings Limited ABN Level 7, 1 Martin Place SYDNEY NSW 2000 GPO Box 4294 SYDNEY NSW 1164 AUSTRALIA = Telephone Facsimile Internet NM=j~ó=OMMT= = = ^pu=obib^pb= = = arbq=dêçìé=oéëíêìåíìêé= = qüé=arbq=dêçìé=earbqf=íçç~ó=~ååçìååéç=íü~í=áí=éêçéçëéë=íç=åü~åöé=áíë=åìêêéåí=ëíêìåíìêék=qüé= ÅÜ~åÖÉ=ïáää=~ÇÇ=~åçíÜÉê=^ìëíê~äá~å=ã~å~ÖÉÇ=áåîÉëíãÉåí=ëÅÜÉãÉI=aáîÉêëáÑáÉÇ=ríáäáíó=~åÇ=båÉêÖó= qêìëí=kç=p=earbqpfi=íç=íüé=ëíêìåíìêék=== = lå=r=gìäó=ommsi=arbq=~ååçìååéç=áí=ï~ë=é~êí=çñ=~=åçåëçêíáìã=ñçêãéç=íç=~åèìáêé=~ää=çñ=íüé=ëü~êéë= áå=aìèìéëåé=iáöüí=eçäçáåöë=eaìèìéëåé=iáöüíf=äó=ï~ó=çñ=ãéêöéê=eëìäàéåí=íç=î~êáçìë=êéöìä~íçêó= ~åç= ëü~êéüçäçéê= ~ééêçî~äëfk= = qüé= `çåëçêíáìã= áë= ÅçåíêáÄìíáåÖ= ÄçíÜ= Éèìáíó= ~åç= áåîéëíçê= äç~åë= íç= íüé=åçåëçêíáìã=îéüáåäé=j=anb=eçäçáåöëk=== = qüé=éìêéçëé=çñ=íüé=oéëíêìåíìêé=áë=ñçê=arbqp=íç=üçäç=íüé=áåîéëíçê=äç~åë=áå=anb=eçäçáåöëk=== = lå=oq=^éêáä=ommti=íüé=méååëóäî~åá~=mìääáå=ríáäáíó=`çããáëëáçå=öê~åíéç=áíë=~ééêçî~ä=íç=íüé=ãéêöéê= ëìäàéåí=íç=~=pm=ç~ó=éñéçëìêé=ééêáçç=äéñçêé=íüé=~ééêçî~ä=äéåçãéë=ìååçåçáíáçå~äi=éñééåíéç=íç=äé= çå= OQ= j~ó= OMMTK= = cáå~ååá~ä= ÅçãéäÉíáçå= çñ= íüé= ãéêöéê= çñ= aìèìéëåé= iáöüí= áë= ÉñéÉÅíÉÇ= áå= É~êäó= gìåé=ommtk=== = ^ë=é~êí=çñ=íüé=oéëíêìåíìêéi=arbqp=råáíë=ïáää=äé=çáëíêáäìíéç=íç=arbq=pí~éäéç=péåìêáíóüçäçéêë=~åç= ëí~éäéç=íç=íüé=éñáëíáåö=arbq=råáíë=~åç=ëü~êéë=áå=arbq=fåîéëíãéåí=eçäçáåöë=iáãáíéç=eafeifk=qüáë= ëí~éäáåö= ïáää= ÅêÉ~íÉ= ~= nì~çêìéäé= pí~éäéç= péåìêáíó= ã~çé= ìé= çñ= çåé= ìåáí= áå= arbqni= çåé= ìåáí= áå= arbqoi=çåé=ìåáí=áå=arbqp=~åç=çåé=afei=ëü~êék==qüé=ï~ó=íüé=nì~çêìéäé=pí~éäéç=péåìêáíáéë=~êé= íê~çéç=çå=íüé=^pu=ïáää=äé=íüé=ë~ãé=~ë=áë=åìêêéåíäó=íüé=å~ëé=ñçê=íüé=pí~éäéç=péåìêáíáéëk=== = mäé~ëé= ÑáåÇ= ~íí~åüéç= ~å= áåñçêã~íáçå= ÅáêÅìä~ê= Ef`F= ïüáåü= çìíäáåéë= íüé= ëíêìåíìê~ä= ÅÜ~åÖÉK= té= êéåçããéåçw= íü~í=péåìêáíóüçäçéêë=êé~ç=íüé=f`=áå=ñìääi=áå=é~êíáåìä~ê=péåíáçå=uko=ñçê=kéï=wé~ä~åç= ìåáíüçäçéêëx=~åç= íü~í=péåìêáíóüçäçéêë=ëééâ=~çîáåé=ñêçã=óçìê=ñáå~ååá~ä=çê=çíüéê=éêçñéëëáçå~ä=~çîáëéêë=áñ=óçì= Ü~îÉ=~åó=èìÉëíáçåë=~Äçìí=óçìê=áåîÉëíãÉåí=áå=arbq=çê=~Äçìí=íÜÉ=áãé~Åí=çå=óçì=çÑ=íÜÉ= íê~åë~åíáçåë=çéëåêáäéç=áå=íüé=f`k= = qüé= oéåçêç= a~íé= Ñçê= íüé= oéëíêìåíìêé= áë= Téã= çå= cêáç~ó= OO= gìåé= OMMTK= = qüéêéñçêé= áñ= óçì= çïå= arbq=pí~éäéç=péåìêáíáéë=~í=íüáë=íáãéi=óçì=ïáää=çäí~áå=nì~çêìéäé=pí~éäéç=péåìêáíáéëk=vçì=çç=åçí= åééç=íç=çç=~åóíüáåö=ñìêíüéê=íç=êéåéáîé=íüé=nì~çêìéäé=pí~éäéç=péåìêáíáéëk= = mäé~ëé=åçíé=íü~í=áñ=óçì=çç=åçí=ïáëü=íç=çäí~áå=nì~çêìéäé=pí~éäéç=péåìêáíáéëi=óçì=ïçìäç=åééç=íç= ëéää= óçìê= pí~éäéç= péåìêáíáéë= ÄÉÑçêÉ= Téã= çå= qìéëç~ó= NV= gìåé= OMMT= Eëç= íü~í= íüé= ë~äé= áë= ëéííäéç= SRSPO OKal`= =

2 = AMPCI Macquarie Infrastructure Management No 1 Limited 2 AMPCI Macquarie Infrastructure Management No 2 Limited Investment Holdings Limited ÄÉÑçêÉ=íÜÉ=oÉÅçêÇ=a~íÉFK=qÜÉ=nì~ÇêìéäÉ=pí~éäÉÇ=pÉÅìêáíáÉë=ïáää=ÅçããÉåÅÉ=íê~ÇáåÖ=çå=íÜÉ=^pu= Ñêçã=jçåÇ~ó=OR=gìåÉ=OMMTK== = = cçê=ñìêíüéê=áåñçêã~íáçåi=éäé~ëé=åçåí~åíw= = fåîéëíçê=båèìáêáéëw= jéçá~=båèìáêáéëw= p~ã=açäëçå= h~êéå=e~ääéêí= fåîéëíçê=oéä~íáçåë=j~å~öéê= mìääáå=^ññ~áêë=j~å~öéê= qéäw= HSN=O=UOPO=QPUN= qéäw= HSN=O=UOPO=STRR= jçäw= HSN=QMV=QMO=NNU= jçäw= HSN=QNO=NNV=PUV= bã~áäw= p~ãkaçäëçå]ã~åèì~êáékåçã= bã~áäw= h~êéåke~ääéêí]ã~åèì~êáékåçã= tpw=srspo O=

3 GROUP CAPITAL RESTRUCTURE PRODUCT DISCLOSURE STATEMENT 10 MAY 2007 You should read this document in full This document contains important information. You should read this document in full and seek advice from your financial or other professional adviser if you have any questions about your investment in the Group or about the impact of the transactions described in this document. This Information Circular does not take into account any Securityholder s particular objectives, financial situation or needs.

4 IMPORTANT NOTICE AND DISCLAIMER You should read this document in full You should read this document in full and seek advice from your financial or other professional adviser if you have any questions about your investment in the Group or about the impact of the transactions described in this document. This Information Circular does not take into account any Securityholder s particular objectives, financial situation or needs. Investments in are not deposits with or liabilities of Macquarie Bank Limited (Macquarie Bank) or of any entity in the Macquarie Bank Group or of AMP Capital Holdings Limited (AMPCH) or of any entity in the AMP Capital Group and are subject to investment risk, including possible delays in repayment and loss of capital invested. None of DIHL, the REs, nor any member of the Macquarie Bank Group or AMP Capital Group guarantees any particular rate of return on the Stapled Securities or Quadruple Stapled Securities or the performance of, or (post Restructure) the Group nor do they guarantee the repayment of capital from the Group.

5 LETTER TO SECURITYHOLDERS 1 Dear Securityholder Proposed Restructure proposes to change its current structure. The change will add an Australian registered managed investment scheme, Diversified Utility and Energy Trust No 3 (3), to the structure. Background On 6 July 2006, it was announced that a and Macquarie Infrastructure Partners led consortium vehicle, DQE Holdings, had executed a Merger Agreement (MA) to acquire 100% of the shares in Duquesne Light Holdings, Inc. (DLH). The Consortium is contributing both equity and debt to DQE Holdings to fund the acquisition of DLH, a publicly listed energy business based in Pittsburgh, Pennsylvania. 3 was established to make s debt contribution to DQE Holdings. s equity interest in DLH will continue to be held through Investment Holdings Limited (DIHL). The reasons for the proposed Restructure The purpose of the Restructure is to give qualified investors access to a domestic U.S. interest withholding tax exemption for part of s investment in DLH. Securityholders have approved this type of restructure, in principle, at the General Meeting on 4 November For the Restructure to proceed, no further approval is required from the Securityholders. Therefore, you do not need to do anything if you wish to participate in the Restructure other than to continue to monitor your investment. The new trust, 3, will hold the DQE Investor Loan associated with s proposed investment, as a Consortium member in DQE Holdings. The proposed Restructure As part of the Restructure, the 3 Units will be distributed to Securityholders and stapled to the existing Stapled Securities that Securityholders already own. This stapling will create a Quadruple Stapled Security made up of one DIHL Share, one unit in 1, one unit in 2 and one unit in 3. The way the Quadruple Stapled Securities are traded on the ASX will be the same as is currently the case for the Stapled Securities. The Restructure will not, of itself, change the underlying investments of. Once the Restructure is complete, 1, 2, 3 and DIHL will comprise the Group. This document This Information Circular: describes the Restructure and how it will be implemented; sets out information about 3, the 3 Constitution, its activities, its responsible entity and its role within the Group that will be created by the Restructure; and provides information about s investment and the DQE Investor Loan in DQE Holdings. Why you have been sent this document keeping you informed about your investment As a Securityholder, you have been sent this document to give you information about the Restructure and your investment. You are not required to take any action or to pay any money in connection with the creation of the Quadruple Stapled Securities or with the implementation of the Restructure. However, as described in Sections 1 and 8.3, you will need to provide relevant information to s registry, Computershare, in order for you to obtain the benefit of the domestic U.S. interest withholding tax exemption in respect of interest on the DQE Investor Loan. You will receive a request for information in the mail and you will need to return this to s registry, Computershare.

6 2 We recommend: that you read this Information Circular in full, in particular Section 8.2 for New Zealand Securityholders; and that you seek advice from your financial or other professional advisers if you have any questions about your investment in or about the impact on you of the transactions described in this document. The issue of the 3 Units as part of the Restructure described in this document is being made with disclosure to Securityholders as a product disclosure statement under Part 7.9 of the Corporations Act for the purposes of Section 1012C(3) of the Corporations Act (which specifies certain types of sale offers which require a product disclosure statement). Timing The Record Date for the Restructure is 7pm Friday 22 June Therefore, if you own Stapled Securities at this time, you will obtain Quadruple Stapled Securities. Note that if you do not wish this to occur, you would need to sell your Stapled Securities before 7pm on Tuesday 19 June 2007 (Sydney time) (so that the sale is settled before the Record Date). The Distribution and Quadruple Staple will also occur at 7pm Friday 22 June 2007 (Sydney time). The Quadruple Stapled Securities will commence trading on the ASX from Monday 25 June See Sections 1 and 2 for more information on timing. We look forward to keeping you informed about your investment. Yours sincerely Philip Garling Chairman Peter Barry Chief Executive Officer

7 CONTENTS 3 LETTER TO SECURITYHOLDERS 1 IMPORTANT NOTICE AND DISCLAIMER 4 1. QUESTIONS AND ANSWERS 6 2. RESTRUCTURE OF INFORMATION ABOUT S INVESTMENT IN DLH RISK FACTORS CORPORATE GOVERNANCE FINANCIAL INFORMATION TAXATION INFORMATION MATERIAL DOCUMENTS ADDITIONAL INFORMATION DEFINED TERMS 42 APPENDIX A INFORMATION ABOUT FEES AND EXPENSES 46

8 4 IMPORTANT NOTICE AND DISCLAIMER Purpose of Information Circular This document has been prepared by AMPCI Macquarie Infrastructure Management No 2 Limited (ABN and AFSL ) (RE2) as responsible entity of Diversified Utility and Energy Trust No 3 (ARSN ) (3) as a product disclosure statement for the issue of 497,075,902 ordinary units in 3 (3 Units) to AMPCI Macquarie Infrastructure Management No. 1 Limited (ABN ) (RE1) in its capacity as the responsible entity of the Diversified Utility and Energy Trust No 1 (ARSN ) (1). The issue of the 3 Units is part of a capital restructure of which involves: (i) the distribution of the 3 Units to the existing holders of 1, 2 and DIHL triple stapled securities (the Securityholders); and (ii) the stapling of the 3 Units to the Stapled Securities in order to create a Quadruple Stapled Security (the Restructure). Once the Restructure is complete, 1, 2, 3 and DIHL will comprise the Group. This document is being circulated to inform you of details of the Restructure and to facilitate compliance with Section 1012C(3) of the Corporations Act (which specifies certain types of sale offers which require a product disclosure statement). Lodgement and Listing This Information Circular is dated 10 May 2007 and was lodged with the Australian Securities and Investments Commission (ASIC) on that date. Within seven days of the date of this Information Circular, RE2 (as responsible entity of 3) will apply for admission to the Official List of the ASX Limited (ASX) and for the quotation of the 3 Units on the ASX. ASIC and ASX take no responsibility for the contents of this Information Circular and make no representations as to the merits of the Restructure. Financial amounts and times All financial amounts contained in this document are expressed in Australian currency unless otherwise stated to be in U.S. dollars. Where U.S. dollars are quoted in this document with an Australian dollar estimate, the Australian dollar estimate has been calculated using an exchange rate of US$0.80 unless stated otherwise. A reference to time in this document is to Sydney, Australia time. Restrictions on distribution outside Australia The distribution of this Information Circular outside Australia may be restricted by law and persons who come into possession of it should seek advice on and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of applicable securities laws. The contents of this document have not been reviewed by any regulatory authority other than in Australia and no action has been taken to register or qualify this Information Circular or otherwise permit a public offering in any other jurisdiction. This Information Circular is for information purposes only and does not constitute the offer of any security. No sale of any security will be made pursuant to this Information Circular and recipients need take no action. United Kingdom residents In the United Kingdom, this document is being distributed only to and is directed only at: (a) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (Order); or (b) high net worth entities falling within Article 49(2) of the Order; and (c) any other persons to whom it may otherwise lawfully be communicated, (all such persons together being referred to as relevant persons ). This document must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. This document must not be distributed, published, reproduced or disclosed (in whole or in part) by recipients to any other person. This document does not constitute an offer of transferable securities to the public in the United Kingdom (within the meaning of sections 85 and 102B of the Financial Services and Markets Act 2000). Neither this document nor any accompanying letter or any other documents have been delivered for approval to the Financial Services Authority in the United Kingdom and no prospectus has been published or is intended to be published in respect of the 3 Units. Accordingly, the 3 Units are not being and may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document. Hong Kong residents WARNING: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to this document and the Distribution. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

9 5 No steps have been taken to register or seek authorisation for the issue of this document in Hong Kong. Accordingly, numbered copies of this document may only be issued to a limited number of Securityholders in Hong Kong in a manner which does not constitute an issue, offer or invitation in respect of the 3 Units, to the public in Hong Kong. This document is being sent to you for your own confidential use only, and must not be given, copied or shown to any other persons. Singapore residents This offer or invitation is made in reliance on the exemption under Section 282U of the Securities and Futures Act, Chapter 289 of Singapore. It is not made in or accompanied by a prospectus that is registered by the Monetary Authority of Singapore. United States residents This Information Circular is for information purposes only and does not constitute an offer of any securities in the United States. The 3 Units have not been, and will not be, registered under the U.S. Securities Act of 1933 as amended (US Securities Act), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the US Securities Act), except pursuant to an exemption for, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable state securities laws. No offer or invitation to the public The issue of the 3 Units described in this document is an issue of securities only to RE1 (in its capacity as the responsible entity of 1) and does not constitute an offer or invitation to the public within the meaning of Section 82 of the Corporations Act. As noted above, the issue is being made with disclosure to the Securityholders as a product disclosure statement under Part 7.9 of the Corporations Act for the purposes of Section 1012C(3) of the Corporations Act. Updating the Information Circular Information contained in this Information Circular is subject to change from time to time and may be updated by RE2. Any updated information (which is not materially adverse to Securityholders) will be available via s website Where updated information is materially adverse to Securityholders, RE2 will issue a supplementary product disclosure statement.

10 6 1. QUESTIONS AND ANSWERS Question THE RESTRUCTURE What is the Restructure? Why is the Restructure taking place? What is DLH? Is planning any other non-australian investments? Do I need to pay any money or do anything to receive units in 3? Do I need to do anything to qualify for the domestic U.S. interest withholding tax exemption? Answer The Restructure changes s structure by adding an Australian registered managed investment scheme, 3, to the existing structure. 3 was established to provide debt finance in connection with s investment (as part of the Consortium) in DQE Holdings. Under the 3 Constitution, 3 is restricted to investing in debt instruments. 3 s initial asset will be a loan of approximately US$200 million to DQE Holdings (the DQE Investor Loan). As part of the Restructure, the 3 Units will be distributed as a special non-cash distribution of capital to Securityholders and will be stapled to the existing Stapled Securities to create Quadruple Stapled Securities. You will receive one 3 Unit for every one Stapled Security you own as at 7pm on Friday 22 June 2007 (the Record Date). Securityholders approved such a restructuring, in principle, at the General Meeting on 4 November The Restructure allows qualified Securityholders to access a domestic U.S. interest withholding tax exemption in respect of interest paid on the DQE Investor Loan to be put in place as part of s investment in DQE Holdings. The existing structure does not provide access to this exemption. By qualified Securityholders having access to the exemption, this will increase s ability to maximise cash benefits to Securityholders. As at the date of this Information Circular, DLH is a New York Stock Exchange (NYSE) listed electric utility. Its NYSE ticker code is DQE. Its service area is in the U.S state of Pennsylvania, based around the city of Pittsburgh. As part of Merger Completion, the common stock of DLH will be de-listed. is always looking for assets which are consistent with its investment strategy, however it is not currently planning any new non-australian investments (other than completing its investment in DQE Holdings). You do not need to make any payment, or do anything, to receive units in 3. You will receive units in 3 automatically as part of the Restructure if you are a Securityholder on the Record Date. In order for you to qualify for the domestic U.S. interest withholding tax exemption in respect of interest on the DQE Investor Loans, it is necessary for you to certify whether you are a non-u.s. or a U.S. resident by submitting certain information to 3. A Securityholder s failure to submit the required information may result in reduced cash distributions to that Securityholder. Refer to Section Section 2 Sections 2 and 8.3 Section 4 Section 3.4 Section 8.3 You will receive a request for information in the mail shortly.

11 7 Question Do I have to receive units in 3? What are the key dates for the Restructure? What are the potential risks associated with the Restructure? Answer If you do not wish to receive units in 3, then as a general rule you need to sell your Stapled Securities before 7pm, three full business days prior to the Record Date (so that the sale is settled before the Record Date). The Record Date is expected to be on Friday 22 June 2007 and, therefore, you would need to sell before 7pm on Tuesday 19 June This Information Circular is dated 10 May If you do not sell your Stapled Securities before 7pm on Tuesday 19 June 2007, you will obtain Quadruple Stapled Securities. The Distribution and Quadruple Staple will occur at 7pm on Friday 22 June The Quadruple Stapled Securities will commence trading on the ASX on Monday 25 June These dates are indicative only and are subject to change. reserves the right to amend the indicative timetable, including after consultation with the ASX. The Restructure, of itself, will not expose you to new risks. However, there are potential commercial risks associated with and with its investments, including the investment in DQE Holdings. Refer to Section Section 2.2 Section 2.2 Section 5 IMPLICATIONS OF THE RESTRUCTURE What are the implications of the Restructure for Securityholders? What is the process for buying or selling Quadruple Stapled Securities? What are the implications of the Restructure in terms of reporting? What are the implications of the Restructure for the management and operation of? After the Restructure, you will hold a Quadruple Stapled Security comprising one unit in 1, one unit in 2, one unit in 3 and one DIHL Share. Securityholders should read this document carefully and, in particular, reference should be made to Section 8. Securityholders should seek their own professional advice if they have concerns about the impact of the Restructure on their individual circumstances. The process for buying or selling Quadruple Stapled Securities on the ASX will be the same as the process that currently applies when you buy and sell Stapled Securities on the ASX. Securityholders will receive combined reports from the Group. They will be in substantially the same form as those that current Securityholders receive from. The Group will operate and be managed in substantially the same way as was managed before the Restructure. Section 3.4 and 8 Sections 3.4, 9.1 and 9.3 Section 3.4 Sections 3.4, 9.1 and 9.3

12 8 Question What is the effect of the Restructure on distributions by? What are the tax implications of the Restructure for Securityholders? Answer The Restructure itself will have no effect on s distribution guidance for the 6 months ending 30 June 2007 of A$0.125 per Stapled Security, which is expected to be paid in mid August The Restructure will not affect s distribution policy with distributions being made twice yearly, for accounting periods ending 31 December and 30 June each year. 3 will distribute all distributable income for each financial year as determined by the Directors. A DRP will operate for the Quadruple Stapled Securities on substantially the same terms as the DRP has operated with respect to the Stapled Securities. Under the new DRP, existing participation levels will be continued unless you notify Computershare otherwise. Information on the Australian taxation consequences of the Restructure for Australian residents is outlined in Section 8.1 of this Information Circular. The tax position of New Zealand residents may be adversely affected and if you are a New Zealand resident, you should carefully consider the material in Section 8.2 of this Information Circular. Information on the United States federal income tax, including withholding tax, consequences of the Restructure and ownership of 3 is outlined in Sections 8.3 of this Information Circular. If Securityholders are in any doubt about the implications of the Restructure on their tax position, or if Securityholders are subject to tax in a jurisdiction other than Australia, New Zealand or the United States, then they should consult a professional adviser. Refer to Section Section 2.2 Sections 7.4 and 10.9 Section 8 INFORMATION ABOUT 3 What is 3 and who will hold the 3 Units? 3 is an Australian registered managed investment scheme. RE2 is the responsible entity of 3. Sections 2.2 and 3 As part of the Restructure, the 3 Units will be distributed to Securityholders and stapled to the existing Stapled Securities to create Quadruple Stapled Securities. Has 3 entered into any transactions? No. However, prior to the Distribution 3 will enter into the DQE Investor Loan as part of s investment in DQE Holdings. Sections 4, 7.8 and 9 It will also enter into various other financing contracts, loan agreements and foreign exchange agreements (as described in Sections 7.8 and 9). What will be the capital structure of 3 following the Restructure? The number of units in 3 on issue after the Restructure will be equal to the number of Stapled Securities on issue at that time. As at the date of this Information Circular, there are 497,075,902 Stapled Securities on issue which would mean that Securityholders will hold 497,075,902 units in 3. After the Restructure, these will be held as part of a Quadruple Stapled Security. Section 3.3

13 9 Question Answer Refer to Section RESPONSIBLE ENTITY OF 3 Who is the responsible entity of 3? Can the responsible entity (RE2) of 3 be removed? How will 3 and RE2 handle potential conflicts of interest with the Macquarie Bank Group or the AMP Capital Group or others that might arise after the Restructure? Will the management fees pays to the REs increase as a result of the Restructure? RE2 has been appointed as the responsible entity of 3. The implementation of the Restructure will have no impact on the management, operational activities or investment strategy of. RE2 may resign as responsible entity. Also, RE2 can be removed by an ordinary resolution of 3 unitholders. The corporate governance structure for RE2 and 3 is the same as the corporate governance structure that currently exists for. The same policies will apply to handle potential conflicts of interest with members of the Macquarie Bank Group and the AMP Capital Group. The management fees pays will not increase as a direct result of the Restructure. There will be no change to the way in which fees payable by to the REs and RE1 as manager of DIHL (the Manager) are calculated, or the application of the Base Fees or Performance Fees to the issue of the underlying securities. The only change is that those fees will be shared among four stapled entities (being 1, 2, 3 and DIHL) rather than three, in accordance with the Stapling Deed. Information about fees is set out in Appendix A. Sections 3 and 9 Section 9.1 Section 6.2 Section 9.1 Appendix A NEED FOR A PRODUCT DISCLOSURE STATEMENT AND CERTAIN OTHER MATTERS Why is a product disclosure statement necessary? Is there a cooling-off period? As 3 is issuing units as part of the Restructure, this document has been lodged with ASIC as a product disclosure statement to satisfy Section 1012C(3) of the Corporations Act relating to the sale of the Quadruple Stapled Securities within 12 months of the Restructure. No, there is no cooling-off right in relation to the distribution of the 3 Units.

14 10 Question Are labour standards, or environmental, social or ethical considerations taken into account when selecting, retaining or realising investments? Answer Yes, recognises that its infrastructure investments involve both environmental and social responsibilities as a result of essential services provided by the Group s investments. It is s policy to ensure its assets comply with the regulatory framework and the minimum standards of the jurisdiction under which an asset operates, including carbon emissions regulations where they apply, and with any additional requirements imposed by governments or other relevant authorities as part of the process of approving the investment. In addition, s environmental and social responsibilities are identified and acknowledged through the investment process as follows: Asset selection social and environmental obligations are identified as part of the acquisition process; Ongoing asset management compliance with environmental requirements is monitored and potential social and environmental issues are identified; and Stakeholder reporting policies, social and environmental initiatives and compliance performance are reported internally and, where appropriate and/or required, externally. Refer to Section PROPOSED ENTITLEMENT OFFER announced in July 2006 that it would conduct an entitlement offer to complete the funding of the DLH transaction. How does the Restructure affect my rights under the proposed entitlement offer? has announced it is conducting an entitlement offer to partly fund s investment in DQE Holdings, which is proposed to complete in early June The Restructure will not affect your ability to participate in the entitlement offer provided that you are a Securityholder on the record date for the entitlement offer. Any Securityholder who wishes to acquire Stapled Securities in the entitlement offer will need to complete the application form that will accompany the offer document for the entitlement offer which is expected to be provided in early June 2007.

15 11 Question Answer Refer to Section WHAT DO I NEED TO DO NOW? Read Consider Consult Decide Send this Information Circular and the information available on s website, whether you wish to receive the Distribution and in particular your particular taxation consequences NZ residents in particular should refer to Section 8.2. with your stockbroker, accountant, solicitor, or other professional adviser if you require further information. if you want to obtain Quadruple Stapled Securities. If not, as a general rule you would need to sell your Stapled Securities before 7pm on Tuesday 19 June 2007 (so that the sale is settled before the Record Date). However you should consult your broker or other professional adviser about this. The information required by 3 to enable you to obtain the benefit of a domestic U.S. interest withholding tax exemption in respect of interest on the DQE Investor Loans. You will receive a separate request for this information.

16 12 2. RESTRUCTURE OF 2.1 Overview of the Restructure proposes to change its current structure by adding a new trust, 3. After the Restructure, the Group will consist of four entities: 1, 2, 3 and DIHL. The corporate structure for the Group after the Restructure is set out in the diagram below. Group Security Holder Units Shares Units Units The Restructure allows qualified Securityholders to access a domestic U.S. interest withholding tax exemption in respect of interest paid on the DQE Investor Loan to be put in place as part of s investment in DQE Holdings. This will mean that qualified Securityholders will not be subject to U.S. federal withholding tax on interest paid on the DQE Investor Loan. In order for Securityholders to qualify for this exemption, it is necessary for Securityholders to certify as to their non-u.s. or U.S. resident status by submitting certain information to 3. A Securityholder s failure to submit the required information will result in reduced cash distributions to that Securityholder due to U.S. federal withholding tax being paid by DQE Holdings at 30% (rather than 0%) of the amount of the distribution (see section 8.3 for further detail). intends to continue to hold its 29% equity interest in DQE Holdings through DIHL. Responsible entity RE 1 1 Manager DIHL Quadruple Stapled Securities How will the Restructure be Implemented? The 4 step Restructure process RE 2 Responsible entity The current structure of is set out in the following diagram. RE 1 Responsible entity Manager Group Security Holder Units DIHL RE 2 Triple Stapled Securities Shares Units 1 2 Responsible entity The Restructure will be effected by the following steps: 3 will issue 497,075,902 units to RE1 as responsible entity of 1 (the 3 Units) prior to the Quadruple Staple Date (the Issue). The terms and conditions of the Issue are contained in a Subscription Agreement between RE2 as responsible entity of 3 and RE1 as responsible entity of 1, and are summarised in Section 9.2; RE1 will transfer the 3 Units to Securityholders holding Stapled Securities on the Record Date as a special non-cash distribution of capital by, known as an in-specie distribution (the Distribution). Each Securityholder will be entitled to one 3 Unit for each Stapled Security they hold; each 3 Unit will be stapled to a Stapled Security, to form a Quadruple Stapled Security; 3 will be listed on the ASX together with, and the Quadruple Stapled Securities will be quoted and traded on the ASX under the existing ASX code DUE. Immediately after the Restructure, Securityholders will hold the same number of Quadruple Stapled Securities in the Group as the number of Stapled Securities they held in immediately before the Quadruple Staple.

17 13 The approximate allocation of capital within the Group after the Restructure is expected to be: Estimated Allocation of Capital Following Restructure 1 Units 26% 2 Units 45% 3 Units 19% DIHL Shares 10% Total 100% Step 1 Issue of 3 Units The 3 Units will be issued to RE1 (to be held on its behalf by Trust Company Limited (as custodian of RE1 in its capacity as responsible entity of )) prior to the Restructure. Immediately after the Restructure, Securityholders will directly hold 100% of the issued units in 3. For further information, see Section 3.3 of this Information Circular. 3 will be capitalised with equity prior to the in-specie distribution discussed in Step 2. Step 2 Distribution in-specie On Friday 22 June 2007, or such later date as RE1 may determine in its absolute discretion (the Quadruple Staple Date), the 3 Units which were issued to RE1 will be distributed in-specie (i.e. non-cash) by RE1 to Securityholders who are on the register as at 7.00pm Sydney time on Friday 22 June 2007 (the Record Date). Pursuant to the Distribution, the 3 Units will be distributed in the ratio of one 3 Unit for every one Stapled Security held by the Securityholder. They will be distributed under RE1 s powers in the constitution for 1. Step 3 Quadruple Staple On the Quadruple Stapling Date, the 3 Units will be stapled to the Stapled Securities. For further information regarding stapling of the 3 Units to the Stapled Securities, refer to Section 3.4 of this Information Circular. Step 4 Holding Statements and ASX Quotation Holding statements are expected to be dispatched on Monday 25 June is expected to list on the ASX (along with ) as the Group, on Monday 25 June Trading of the Quadruple Stapled Securities will commence under the existing ASX Code, DUE. Timetable The proposed timing of the Restructure is set out below: Date of this Information Circular 10 May 2007 If you do not want to obtain Quadruple Stapled Securities, then as a general rule you would need to sell your Stapled Securities before 7pm on Tuesday 19 June 2007 (so that the sale is settled before the Record Date). However, you should consult your broker or other professional adviser about this. NZ investors should refer to Section 8.2. Record Date and Quadruple Staple Date Distribution and Quadruple Staple 7pm (Sydney time) on Friday 22 June 2007 Quotation of the Group as a Quadruple Stapled Security Monday 25 June 2007 These dates are indicative only and are subject to Merger Completion. reserves the right to amend this indicative timetable, including after consultation with ASX. Immediately after the Distribution, RE2 (as responsible entity of 3) will effect the Distribution by transferring the 3 Units to Securityholders. When RE1 notifies RE2 of the names of the Securityholders and the 3 Units to be held by each of them, then RE2 as responsible entity of 3 will register the transfers in the name of each relevant Securityholder. Under the constitutions for each of 1, 2 and DIHL, each of RE1, RE2 (in its capacity as responsible entity of 2) and the board of DIHL are authorised to agree on behalf of the Securityholders to become members of 3.

18 14 3. INFORMATION ABOUT 3 The information in this Section sets out details about 3 and its role within the Group. It should be read with the full text of this Information Circular. 3.1 About 3 3 was registered as a managed investment scheme on 3 May There are no unitholders of 3 as at the date of this Information Circular. However, Trust Company Limited (as custodian of RE1 in its capacity as responsible entity of 1) will become a unitholder in 3 prior to the Record Date. Securityholders will then hold 3 Units after the Distribution. Information about the assets and liabilities, financial position and prospects of 3 is set out in Section 7 of this Information Circular. The material contracts RE2 as responsible entity of 3 has executed since its establishment or expects to execute prior to the Distribution are outlined in Sections 7.8 and 9 of this Information Circular. Once 3 is admitted to the Official List of the ASX, it will be a disclosing entity and subject to the continuous disclosure requirements of the Act and the ASX Listing Rules (the Listing Rules). The newly formed Group will prepare consolidated financial statements which will include 3. For further information, see Section of this Information Circular. 3.2 Overview of 3 as part of the Group was established with the objective of accumulating a portfolio of energy utility assets diversified by geographic region, regulatory regime, energy source and operator. On 6 July 2006, announced it was part of the consortium formed to acquire all of the shares in DLH by way of merger (subject to various regulatory and shareholder approvals). The Consortium will contribute both equity and debt to the consortium vehicle DQE Holdings. 3 is the special purpose trust through which will hold the DQE Investor Loan of approximately US$200 million. DIHL is the special purpose vehicle through which will hold its 29% equity interest in DQE Holdings. Further details about the investment are in Section 4. After the Restructure, 3 will operate as a debt investment vehicle within the new Group. 3 may make further investments in accordance with its investment objectives and investment strategy, which restricts investments to debt instruments. RE2, as the responsible entity of 3, will act in the best interests of 3 unitholders. RE2 will also investigate and assess potential investment opportunities for 3 (limited under the 3 Constitution to investments in debt instruments). It will do this in the same manner as it has for 2 in its capacity as its responsible entity. Some of these opportunities have been, or will be, sourced through, or referred from. Macquarie Bank and AMPCH s infrastructure funds and industry relationship networks. has entered into financial advisory agreements with certain companies in the Macquarie Bank Group and the AMP Capital Group in regard to financial advisory work. Further information in relation to these arrangements is set out in Section 6.2 of this Information Circular. Australian and non-australian investments may ultimately be held through 3, if doing so would maximise potential returns to the Securityholders. Investments of this kind may either be entered into directly by 3 or sold to 3 by any of 1, 2 or DIHL. On listing, investors in 3 will be able to rely on the new Group s disclosures to ASX pursuant to its continuous disclosure obligations under the Listing Rules for up to date information about the Group s investing activities. See Section of this Information Circular for further information Capital Structure before and after the Restructure The issued capital of 3 after the Issue will be the 3 Units. The rights and liabilities of 3 unitholders are set out in the 3 Constitution. See Section 9.1 for further information. 3.4 No further Securityholder approval required for Quadruple Staple At the General Meeting on 4 November 2005, the Securityholders approved amendments to the constitutions for 1 and 2 to enable the stapling of another entity to without further Securityholder approval. Clause 12 of the 3 Constitution permits the directors of RE2 (as responsible entity of 3) to staple units in 3 to the Stapled Securities to create Quadruple Stapled Securities. Clause 12 of the 3 Constitution also permits the directors of RE2 (as responsible entity of 3) to staple the Quadruple Stapled Securities to shares or units issued by other corporations or trusts respectively without the approval of the Group Securityholders.

19 15 The directors of each of RE1 (as responsible entity of 1), RE2 (as responsible entity of 2 and 3 respectively) and DIHL have resolved that at the same time as the Distribution (the Quadruple Staple Date), the 3 Units will be stapled to the Stapled Securities in accordance with the Stapling Deed. The number of Stapled Securities held by the Securityholders immediately before and immediately after the Quadruple Stapling Date will not change. The only difference will be that immediately after the Quadruple Staple Date, each Group Securityholder will hold one 3 Unit for each Stapled Security they held immediately before the Quadruple Staple Date. Securityholders at the time of the Distribution will not need to do anything in order to receive the 3 Units or to facilitate the stapling of the 3 Units to the Stapled Securities to form the Quadruple Stapled Securities. To ensure consistency in the management of the Group, each of DIHL, the REs and the Manager have entered into the Stapling Deed. A summary of the key terms of the Stapling Deed is included in Section 9.3 of this Information Circular. 3.5 Corporate Governance Details on the corporate governance of 3 and RE2, including information about RE2 s directors, is in Section 6 of this Information Circular. 3.6 Share Register Computershare is the registrar for 3 and will be the registrar for the Group. It will keep the register of the Quadruple Stapled Securities as and from the Quadruple Staple Date. Investors and members of the public will have access to that register in accordance with the Corporations Act.

20 16 4. S INVESTMENT IN DLH 4.1 Overview of the DLH acquisition On 6 July 2006, it was announced that a consortium vehicle led by and Macquarie Infrastructure Partners, DQE Holdings, had executed a Merger Agreement (MA) to acquire 100% of the shares in Duquesne Light Holdings, Inc. (DLH). As at the date of this Information Circular, DLH is a publicly listed energy business which provides essential electricity distribution and transmission to approximately 587,000 customers in and around Pittsburgh, Pennsylvania, U.S.where the business is based. Under the MA, a wholly owned subsidiary of DQE Holdings will merge with DLH, with DLH surviving (its common stock will delist from the NYSE and other exchanges), for a merger consideration of US$20.00 per share in cash. Merger Completion is subject to a number of closing conditions including merger approval from the Pennsylvania Public Utilities Commission (PaPUC). On 25 April 2007, PaPUC granted its approval to the merger subject to a 30 day objection period before the approval becomes unconditional, expected to be on 25 May It is not expected that there will be any objections during this period, and Merger Completion is expected to occur in early June The total enterprise value of the transaction is approximately US$3.10 billion 1. s total commitment in respect of the acquisition is to provide US$300 million) to DQE Holdings which will comprise: the initial contribution of US$109 million (approximately A$147 million 2 ) which was paid in August 2006 by DIHL contributing equity to DQE Holdings for an initial equity stake of approximately 7.7% of the common stock of DLH; and a final contribution which is due at Merger Completion of US$191 million (approximately A$241 million). The Consortium is contributing to DQE Holdings both debt and equity. DIHL will have a 29% equity interest in DQE Holdings and 3 will be providing 29% of any DQE Investor Loans to DQE Holdings. s commitment will be funded through a combination of equity, intra-group loans and a Short Term Debt Facility. RE2 (as responsible entity of 3) will provide the DQE Investor Loan to DQE Holdings, the material terms of which are summarised in Section will also enter into various ancillary funding arrangements to fund the DQE Investor Loan which are summarised in Sections 7.8 and Information about DLH s business DLH comprises a core regulated electricity distribution and transmission business along with several affiliated unregulated businesses. The table below summarises DLH s seven business units. Business Electricity Distribution Electricity Transmission Retail Electricity Supply Electricity Generation Energy Solutions Financial Communications Description Exclusive provider of electricity distribution services in the network service area which includes Pittsburgh and the surrounding area Exclusive provider of electricity transmission services to the network in Pittsburgh and the surrounding area Sells electricity to customers both under the regulated energy supply business and as an unregulated alternative supplier of electricity to customers Owns a 2.5% interest (or 42 MW) and a 3.8% interest (66 MW) in two coal-fired power plants Operates synthetic fuel facilities Owns interests in cross-border leases and other financial interests Owns and operates a high-speed fibre optic network in the Pittsburgh area. 1 Excluding certain transaction costs. 2 Based on amount paid in August 2006.

21 5. RISK FACTORS Risks specific to 3 3 is a newly formed entity which has no significant operating history on which to base an assessment of its likely performance. Immediately following the Restructure, 3 s only investment will be the DQE Investor Loan. Additional risks may arise as 3 makes further investments (which are restricted to debt instruments). Such risks will be disclosed as part of the Group s continuous disclosure obligations to the ASX under the Corporations Act and the Listing Rules. 5.2 DLH transaction completion risks As noted in Section 4, completion of the investment in DLH by is subject to expiry of the 30 day objection period before PaPUC approval becomes effective, expected to be on 25 May Merger Completion is also subject to the Consortium debt providers and members meeting their obligation to provide the funds required to complete the acquisition of DLH. 5.3 Funding risks In relation to its debt and/or equity obligations for the DLH transaction, will enter into the Short Term Debt Facility in order to meet its obligations. has also entered into the Underwriting Agreement and the proceeds of the capital raising (by way of entitlement offer) will be used to repay the Short Term Debt Facility. There is a risk that the equity capital raising may not be successful. While the Short Term Debt Facility remains outstanding 3 will incur interest costs and it would need to find alternative funding to repay the Short Term Debt Facility, which expires on 30 September Risks specific to 3 s investment in DQE Holdings, and indirectly, DLH 3 s financial performance, distributions and the market price of Stapled Securities may be adversely affected, sometimes materially by a number of risk factors. These risks include, but are not limited to, the risks set out in this Section. The main risks facing 3 in relation to DQE Holdings and DLH are detailed below Revenue uncertainty DLH s revenues from its electricity distribution and transmission businesses vary with the volume of electricity consumed. There is a risk that demand for electricity might be lower than anticipated because of consumer behaviour in response to weather conditions (which can affect, for example, demand for heating, air conditioning and water heating), economic and population growth, or other factors affecting demand for electricity in DLH s service area. The regulated distribution, transmission and Provider of Last Resort (PoLR) tariffs charged by DLH are subject to regulation by the PaPUC and the Federal Energy Regulatory Commission (FERC). There are three regulatory decisions expected in the next 6 months that may affect DLH s regulated revenues. None of these decisions are expected to have a material adverse effect on the anticipated DLH interest payments and distributions to 3 during s current distribution guidance period (i.e. until 30 June 2008): In the third quarter of 2007, FERC is expected to confirm its interim price ruling for the DLH transmission tariffs. These tariffs were effective on 1 December If FERC does not confirm its interim approval of these tariffs, then customers will be credited with a rebate. In the second half of 2007, FERC is expected to determine its annual adjustment of transmission tariffs for DLH s actual capital expenditures in In the third quarter of 2007, PaPUC is expected to determine tariffs for DLH s PoLR electricity supply service for the period 1 January 2008 to December While DLH has agreed a settlement with all stakeholders (including consumer groups, unions and electricity retailers), and has made an application to a court which must approve the settlement before it is considered by PaPUC, PaPUC may ultimately determine rates that are lower than those proposed by DLH. After 2010, a reduction in PoLR margins is expected as a result of legislative changes currently under discussion Increase in operating and capital expenditure Unforeseen operating or capital expenditures could adversely affect the cash flow available to DQE Holdings to make interest payments under the DQE Investor Loan Risk of credit ratings downgrade An adverse change in financial performance or projected financial performance resulting in a credit ratings downgrade of DLH may cause: DLH s interest costs on debt to increase as the margins on certain loans may increase; DLH s ability to readily source debt or capital markets to be diminished; Additional collateral to be lodged by DLH to support DLH s energy purchase agreements. This could have a material impact on the level of DLH s debt facilities or cash available to the extent these are the sources of the additional collateral lodged.