Security Sale Facilities

Transcription

1 ASX RELEASE 16 December 2008 Security Sale Facilities The offer period for the small securityholder Security Sale Facilities established by APA Group opens today. Attached are the documents that have been mailed to eligible securityholders: 1. Letter to securityholders holding APA Group Securities with a value less than a marketable parcel (being a value of less than $500 as at close of business on 9 December 2008). This facility closes on 30 January Letter to securityholders holding APA Group Securities with a value between $500 and $1,000 as at close of business on 9 December This facility closes on 30 January The back page of each of the Security Retention Form, for the facility referred to in paragraph 1 above, and the Sale Instruction Form, for the facility referred to in paragraph 2, incorrectly refers to 29 January 2009 as the date by which those respective forms are to be returned to the nominated address. That date is incorrect and should have read 30 January 2009, as stated elsewhere in the documents mailed to eligible securityholders. Further information on the above Security Sale Facilities can be accessed on our website or through the Security Sale Facility Information Line (within Australia) (international) For further information please contact: Chris Kotsaris, Investor Relations APA Group Telephone: (02) or Mob: chris.kotsaris@apa.com.au About APA Group (APA) APA Group, comprised of Australian Pipeline Trust and APT Investment Trust, is the major ASX-listed energy transmission company in Australia with interests in almost 12,000 km of natural gas pipeline infrastructure, over 2,300 km of gas distribution networks in south east Queensland, Coal Seam Gas processing plants, gas fired power stations, gas storage facilities and two high voltage direct current interconnector systems. APA manages and operates all its assets and also provides management and operation services to gas distribution and transmission company Envestra and other third parties. Page 1

2 All Registry communications to: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Toll free: From outside Australia: Facsimile: (02) ASX Code: APA apagroup@linkmarketservices.com.au Website: 16 December 2008 Dear Securityholder of a non-marketable parcel SALE OF YOUR SECURITYHOLDING IN APA GROUP (ASX code: APA) This letter is important and requires your attention. It provides formal notice of the intention of Australian Pipeline Limited, in its capacity as responsible entity of each of Australian Pipeline Trust and APT Investment Trust ( APA Group ), to sell your APA Group securities on your behalf unless you advise us of your wish to retain the APA Group securities. If you are unsure about what to do, you should consult your professional adviser or broker. Why is APA Group doing this? At the 2008 General Meeting securityholders approved changes to the constitutions of Australian Pipeline Trust and APT Investment Trust ( APA Group Constitutions ) to allow APA Group to implement a facility to sell the APA Group securities of those securityholders with less than a marketable parcel (being a holding of less than $500 worth of APA Group securities). This letter (which, together with the accompanying Important Information and Security Retention Form, comprise the Facility Terms) contains that facility. APA Group wants to provide holders of APA Group securities with a value of less than $500 with an easy and convenient way to sell their holding of APA Group securities without paying brokerage and other transaction costs. By arranging this facility, APA Group hopes to reduce the administrative and communication costs associated with a large number of small security holdings. You may elect to retain your APA Group securities by returning the accompanying Security Retention Form or by independently increasing your holding to in excess of $500 worth by instructing your broker to purchase further APA Group securities on your behalf. Otherwise, your APA Group securities will be sold in accordance with the APA Group Constitutions. APA Group will pay all the costs of the sale. Our records show that you are the holder of less than a marketable parcel of APA Group securities (based on the ASX closing price of A$2.60 per security on 9 December 2008). What alternatives are available to you? If you wish to have your existing APA Group securities sold with no brokerage or other transaction cost to you: If you wish to retain your existing APA Group securities: Do nothing. Your APA Group securities will be sold on your behalf after 30 January See over page for details of the proceeds you will receive. You must either: (a) sign and return the enclosed Security Retention Form to Link Market Services either by using the enclosed reply paid envelope so that the Security Retention Form is received by 5.00pm Sydney time on 30 January 2009 or by delivering your form to Link Market Services at the address set out on the reverse of the Security Retention Form; or

3 (b) increase your securityholding on or before 27 January For a purchase of additional APA Group securities to increase your securityholding beyond the threshold for this facility, any additional APA Group securities must be registered by 30 January 2009 (that is, they need to be acquired by you on or before 27 January 2009) under the same name and address with the same holder number (SRN or HIN) as set out on the Security Retention Form. To do so, please contact your broker. Yours sincerely, Mark Knapman Company Secretary

4 IMPORTANT INFORMATION SALE OF YOUR APA GROUP SECURITIES Notice In accordance with the APA Group Constitutions, this notice is to inform you that your APA Group securities will be sold on your behalf unless you advise APA Group that you wish to retain the APA Group securities. This advice may be given by signing and returning the enclosed Security Retention Form to APA Group s security registry (Link Market Services Limited (Registry)) by 5.00pm Sydney time on 30 January If you wish to have your existing APA Group securities sold with no brokerage or other transaction cost to you, you do not need to take any action. Sale Process APA Group will arrange for the APA Group securities to be sold to ABN AMRO Equities Australia Ltd (ABN AMRO) who will then on-sell them along with the APA Group securities which ABN AMRO will acquire under the voluntary small parcel security sale facility conducted by APA Group during the same period as this nonmarketable parcel sale facility ( Non-Marketable Parcel Sale Facility ) (together, the Sale Facilities ) on the ASX or in any other permitted manner ABN AMRO sees fit (including to institutional and other investors) ( Sale Process ) as soon as reasonably practicable after 30 January However, if on 30 January 2009 your holding is worth more than a marketable parcel for any reason, your APA Group securities will not be sold. APA Group reserves the right to change any of the dates set out in documentation relating to the Non-Marketable Parcel Sale Facility by notice of that change to ASX. Sale Price and Receipt of Proceeds ABN AMRO will use its best endeavours to obtain the best price reasonably obtainable for APA Group securities at the time of on-sale. You will receive a price for your APA Group securities determined by calculating the volume weighted average price ( VWAP ) received by ABN AMRO for all APA Group securities on-sold under the Sale Facilities. The following is an example of how VWAP is calculated (based on arbitrary prices): If ABN AMRO on-sells under the Sale Facilities 50,000 APA Group securities at the following prices: 20,000 at $3.00, 20,000 at $3.10 and 10,000 at $3.20, VWAP will be $3.08 calculated as follows: [(20,000 x $3.00) + (20,000 x $3.10) + (10,000 x $3.20)] 50,000 There are no brokerage charges for you to pay. APA Group will pay all the brokerage and other transaction costs. No other fees or charges will apply. No assurance is given as to the sale price that will be obtained for the APA Group securities under the Non-Marketable Parcel Sale Facility. The price at which the APA Group securities are on-sold under the Non-Marketable Parcel Sale Facility will not necessarily be the highest price at which the APA Group securities could be sold, whether on the ASX or otherwise. The sale price (and therefore the proceeds you receive) will be affected by a number of factors including the number of APA Group securities available under the Sale Facilities, the prevailing market conditions at the time(s) of on-sale, the demand for APA Group securities and maintaining an orderly market for all APA Group securities. The proceeds of the sale of your APA Group securities to which you are entitled in accordance with the terms of the Non-Marketable Parcel Sale Facility will be paid to you in Australian dollars in accordance with your existing pay instructions provided to APA Group in respect of your securityholding (i.e., mailed to your address on APA Group s register of securityholders or deposited into your bank account), at your risk. The proceeds of sale will be paid to you within 2 weeks of the last on-sale conducted by ABN AMRO of APA Group securities under the Sale Facilities. Timetable for Sale The APA Group Constitutions preclude the sale of less than marketable parcels of APA Group securities by APA Group until at least 6 weeks after the date of this letter. The Sale Process is expected to take place as soon as reasonably practicable after 30 January Aside from this, if you participate in the Non-Marketable Parcel Sale Facility, you will not have any control or influence in respect of the timing of the sale or on-sale of your APA Group securities and therefore you will not be able to ensure that any sale occurs at a certain price. Separate Holdings If you have separate holdings of APA Group securities you should note that the Non- Marketable Parcel Sale Facility will operate in respect of each relevant securityholding as if they were owned by separate persons. The market price of APA Group securities The closing price of APA Group securities as at 9 December 2008 was A$2.60. Information on the prevailing price of APA Group securities can be obtained on the ASX website under the ASX code APA. The market price of APA Group securities is subject to market conditions and may change from time to time. If your APA Group securities are sold under the Non-Marketable Parcel Sale Facility, the sale price you will receive may be more or less than the market value of those APA Group securities at the close of trading on 9 December 2008.

5 IMPORTANT INFORMATION SALE OF YOUR APA GROUP SECURITIES Tax consequences You will bear any personal taxes associated with the sale of your APA Group securities under the Non-Marketable Parcel Sale Facility. In particular, there may be capital gains tax consequences associated with a sale of such APA Group securities. Neither APA Group nor ABN AMRO is giving or is able to give you advice about the specific tax consequences for you. You should consult an appropriate independent professional adviser in relation to this matter. Other matters relating to the Sale You should note that if you do not lodge a valid Security Retention Form by 5.00pm Sydney time on 30 January 2009: under the APA Group Constitutions, APA Group and its Directors have the power to effect or execute a transfer of your APA Group securities as your agent; you will be entitled to all rights attaching to the APA Group securities prior to the sale of the APA Group securities to ABN AMRO, including voting and dividend rights; you have the right to sell your APA Group securities at any time up to 5.00pm Sydney time on 30 January 2009 but you may incur brokerage costs if you do so; if you do not lodge a valid Security Retention Form in time and your APA Group securities are held in a CHESS Holding, APA Group may, without further notice to you, move them from the CHESS Holding to an Issuer Sponsored Holding in preparation for sale to ABN AMRO for the purposes of conducting the Sale Process; APA Group and ABN AMRO each reserve the right not to proceed with the sale of your APA Group securities and the Sale Process at any time (in which case you will retain your APA Group securities and if so, you will be permitted to sell or retain your APA Group securities as you wish); and in relation to the Non-Marketable Parcel Sale Facility, Australian Pipeline Limited is acting as responsible entity for each of Australian Pipeline Trust and APT Investment Trust and accepts no liability in any other capacity. If for whatever reason ABN AMRO has not been able to on-sell all APA Group securities under the Sale Facilities by 20 February 2009 (or such later date agreed between ABN AMRO and APA Group), ABN AMRO terminates its role in relation to the Sale Facilities, APA Group terminates the contract between it, ABN AMRO and Registry in relation to the administration of the Sale Facilities or APA Group terminates a Sale Facility prior to the on-sale of all of the APA Group securities under the Sale Facilities: all APA Group securities that have not been on-sold at that time will immediately be transferred by ABN AMRO to a party nominated by APA Group, and from the time of that transfer, to the extent that APA Group securities sold by you to ABN AMRO were not on-sold, you have no claim whatsoever against ABN AMRO in respect of the proceeds of sale of any such APA Group securities to ABN AMRO; and you agree that APA Group in conjunction with ABN AMRO may determine whether or not any or all your APA Group securities were on-sold, APA Group may effect a transfer back to you of any APA Group securities that were not on-sold, and you irrevocably appoint APA Group as your agent to perfect any such transfer. None of APA Group, Registry, ABN AMRO, their respective related or affiliated bodies corporate, or the officers, employees or agents of any of them, will be liable and you may not bring any claim or action against them, for or in respect of not having sold or on-sold APA Group securities under the Non-Marketable Parcel Sale Facility at any specific price or on any specific date, or for in respect of any other loss or liability to you however caused other than payment to you of the proceeds of sale owing to you as determined in accordance with the Non-Marketable Parcel Sale Facility but in no circumstance will any of them be liable for any special, indirect or consequential loss however caused. Each of APA Group, Registry and ABN AMRO holds the benefit of the Facility Terms on trust for itself and for its respective related or affiliated bodies corporate, and the officers, employees or agents of it or any of them, and may enforce them in that capacity. None of APA Group, Registry, ABN AMRO, their respective related or affiliated bodies corporate, and the officers, employees or agents of any of them, and any other person involved in the Non- Marketable Parcel Sale Facility is giving, or is obliged to give, any investment or financial product advice, or is making, or is obliged to make any securities recommendation, to you in respect of the Non-Marketable Parcel Sale Facility. This document does not constitute financial product advice or a recommendation by any of APA Group, Registry or ABN AMRO to buy, sell or hold APA Group securities, nor that the Non- Marketable Parcel Sale Facility or any other facility is the best way to sell your APA Group securities. For further information, please call the APA Group Enquiry Line: (within Australia), (international).

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8 All Registry communications to: Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia Toll free: From outside Australia: Facsimile: (02) ASX Code: APA apagroup@linkmarketservices.com.au Website: 16 December 2008 Dear Securityholder VOLUNTARY SMALL PARCEL SECURITY SALE FACILITY APA GROUP (ASX code: APA) Australian Pipeline Limited, in its capacity as responsible entity of each of Australian Pipeline Trust and APT Investment Trust ( APA Group ), has put in place for holders of APA Group securities having a value of $500 or more but less than or equal to $1,000, a facility providing them with the opportunity to sell their entire holding without incurring any brokerage or other transaction costs (Facility). The Facility will be open for approximately six weeks from 16 December 2008 until 30 January 2009 and will be administered by APA Group s security registry, Link Market Services Limited (Registry). Our records show that on 9 December 2008 (Record Date), you held APA Group securities having a value of $500 or more but less than or equal to $1,000 based on APA Group s closing security price of A$2.60 on the Record Date. You are therefore eligible to participate in the Facility if you wish. Key Features of the Facility Eligible securityholders those holding APA Group securities with a value of $500 or more but less than or equal to $1,000 Voluntary participation No brokerage or other transaction costs payable by you Record Date 9 December 2008 Offer period 16 December 2008 to 30 January 2009 inclusive Why is APA Group doing this? APA Group wants to provide holders of APA Group securities with a value of $500 or more but less than or equal to $1,000 (each an Eligible Securityholder) with an easy and convenient way to sell their holding of APA Group securities without paying brokerage or other transaction costs. Participation in the Facility is entirely voluntary. By arranging the Facility, APA Group also hopes to reduce the administrative and communication costs associated with a large number of small securityholdings. To sell all your APA Group securities If you would like to sell all your APA Group securities, please complete and sign the Sale Instruction Form enclosed and return it to Registry in the enclosed reply paid envelope. If you choose to sell your APA Group securities through the Facility, APA Group will pay all the brokerage and other transaction costs. You cannot elect to sell only some of your APA Group securities under the Facility. The Sale Instruction Form must be received prior to 5.00pm (Sydney time) on 30 January 2009.

9 If you are unsure about what to do, you should consult your professional adviser or broker. You will bear any personal taxes associated with the sale of your APA Group securities under the Facility. In particular, there may be capital gains tax consequences associated with a sale of such APA Group securities. APA Group is not giving or is able to give you advice about the specific tax consequences for you. You should obtain independent professional advice and consult your licensed financial adviser in relation to this matter. Please refer to the Questions and Answers and Further Terms and Conditions of the Facility that accompany this letter (which together with this letter and the Sale Instruction Form, comprise the terms of the Facility (Facility Terms)). If you have any queries regarding the enclosed documentation, please contact the APA Group Enquiry Line on (within Australia) or (international). Yours sincerely, Mark Knapman Company Secretary

10 QUESTIONS AND ANSWERS This information forms part of the terms and conditions of the Facility. 1. How do I sell my APA Group securities? Complete the Sale Instruction Form enclosed. Sign the Form and return it in the envelope provided so that it is received by 5.00pm Sydney time on 30 January Please note that if you elect to sell, you must sell your entire holding. 2. What are the charges involved? There are no brokerage charges for you to pay. APA Group will pay all the brokerage and other transaction costs. No other fees or charges will apply. 3. I received two letters in relation to the Facility, why was that? You may have two separate holdings of APA Group securities each of which is subject to the Facility. The Facility will operate in respect of each relevant holding as if they were owned by separate persons. 4. Should I participate in the Facility? If you are in any doubt about whether to participate in the Facility, please consult your licensed financial advisor. You may wish to obtain independent professional advice regarding the taxation consequences of your decision. You should consider any other option for selling your APA Group securities, for example through a broker on ASX (you may incur brokerage if you do so, but you will have more control over the time of the sale and you may be able to sell part only of your holding). 5. What happens if I elect to sell? If you wish to sell your APA Group securities under the Facility, you must sell your entire holding. APA Group will arrange for all APA Group securities participating in the Facility to be sold to ABN AMRO who will then on-sell them along with the APA Group securities which ABN AMRO will acquire under the non-marketable parcel sale facility conducted by APA Group during the same period as the Facility (together, the Sale Facilities ) on the ASX or in any other permitted manner ABN AMRO sees fit ( Sale Process ) (including to institutional and other investors) as soon as reasonably practicable after 30 January What price will I receive for APA Group securities sold under the Facility? ABN AMRO will use its best endeavours to obtain the best price reasonably obtainable for APA Group securities at the time of on-sale. You will receive a price for your APA Group securities determined by calculating the volume weighted average price ( VWAP ) received by ABN AMRO for all APA Group securities on-sold under the Sale Facilities. The following is an example of how VWAP is calculated (based on arbitrary prices). If ABN AMRO on-sells under the Sale Facilities 50,000 APA Group securities at the following prices: 20,000 at $3.00, 20,000 at $3.10 and 10,000 at $3.20, VWAP will be $3.08 calculated as follows: [(20,000 x $3.00) + (20,000 x $3.10) + (10,000 x $3.20)] 50,000 There are no brokerage charges for you to pay. APA Group will pay all the brokerage and other transaction costs. No other fees or charges will apply. No assurance is given as the sale price that will be obtained for the APA Group securities under the Facility. The price at which the APA Group securities are on-sold under the Facility will not necessarily be the highest price at which the APA Group securities could be sold, whether on the ASX or otherwise. The sale price (and therefore the proceeds you receive) will be affected by a number of factors including the number of APA Group securities available under the Sale Facilities, the prevailing market conditions at the time(s) of on-sale, the demand for APA Group securities and maintaining an orderly market for all APA Group securities. The proceeds of the sale of your APA Group securities to which you are entitled in accordance with the terms of the Facility will be paid to you in Australian dollars in accordance with your existing pay instructions provided to APA Group in respect of your securityholding (i.e. mailed to your address on APA Group s register of securityholders or deposited into your bank account), at your risk. The proceeds of sale will be paid to you within 2 weeks of the last on-sale conducted by ABN AMRO of APA Group securities under the Sale Facilities. 7. What is the market price of APA Group securities? The closing price of APA Group securities as at 9 December 2008 was A$2.60. Information on the prevailing price of APA Group securities can be obtained on the ASX website under the ASX code APA. The market price of APA Group securities is subject to change from time to time. If you decide to sell your APA Group securities under the Facility, the sale price you will receive may be more or less than the market value of those APA Group securities at the close of trading on 9 December 2008.

11 8. What is the Facility offer period? The Facility will be open for approximately 6 weeks from 16 December 2008 to 30 January 2009 inclusive. APA Group may extend or shorten this period, or suspend, reinstate or terminate any part or all of the Facility as and when it wishes. If it does so, it will make an announcement to the Australian Securities Exchange ( ASX ) and post the announcement on its website ( If the Facility is suspended or reinstated, APA Group or ABN AMRO may deal with any unprocessed Sale Instruction Forms as it sees fit. 9. What happens if my securityholding changes after the Record Date? If there are changes in the value or size of your securityholding after the Record Date, you will only become ineligible to participate in the Facility if, at 30 January 2009, the number of APA Group securities you hold exceeds 384 ($1,000/$2.60) (being the maximum number of APA Group securities you could have held at the Record Date and still have been eligible to participate). Therefore changes in the price of APA Group securities or the acquisition of additional APA Group securities by you whilst the Facility is open will not necessarily mean you can no longer participate. 10. Are there any tax consequences? The tax payable (if any) depends on your personal tax position, when you acquired the APA Group securities and how much they cost. Neither APA Group nor ABN AMRO is giving or can provide taxation advice. If you are in any doubt you should obtain appropriate independent professional advice and consult your licensed financial adviser. 11. What if I do not want to sell my APA Group securities? You are not obliged to sell your APA Group securities under the Facility. If you do not wish to take advantage of the Facility, you do not need to respond to this letter or take any other action. For further information, please call the APA Group Enquiry Line: (within Australia), (international).

12 FURTHER TERMS AND CONDITIONS OF THE FACILITY 1. By signing and returning the Sale Instruction Form, you will be taken to have: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) irrevocably agreed to sell to ABN AMRO your APA Group securities on the Facility Terms; warranted that you are the registered holder of the APA Group securities in your holding and that ABN AMRO will acquire full legal and beneficial ownership of them free from all mortgages, charges, liens, encumbrances (whether legal or equitable) restrictions on transfer of any kind and any third party rights; warranted that you are not, and that you are not acting on behalf of, a person resident or located in the United States of America or any jurisdiction where it is illegal to participate in the Facility; agreed not to sell or otherwise dispose of any of the APA Group securities in your holding. You also authorise Link Market Services Limited ABN (Registry) to take any measures to prevent the transfer of any such APA Group securities other than in accordance with the Facility; irrevocably authorised APA Group, whether through the Registry, or any other agent or otherwise, to take such action on your behalf as is necessary to effect the sale and settlement of your APA Group securities to ABN AMRO and to act as your agent to receive any notice required to be given under the Corporations Act; acknowledged that the price you will receive for selling your APA Group securities under the Facility may not be the highest price at which your APA Group securities could be sold, and accepted that such price may be lower than the prevailing price at which APA Group securities trade on the ASX and that the sale price (and therefore the proceeds you receive) will be affected by a number of factors including the number of APA Group securities available under the Sale Facilities, the prevailing market conditions at the time(s) of on-sale, the demand for APA Group securities and maintaining an orderly market for all APA Group securities; accepted the risk associated with payment being dispatched to you by cheque to the address shown in the APA Group register of securityholders or deposited into your bank account; acknowledged that: - none of APA Group, Registry, ABN AMRO, their respective related or affiliated bodies corporate, and the officers, employees or agents of any of them, nor any other person involved in the Facility is giving, or is obliged to give, any investment or financial product advice, or is making, or is obliged to make any APA Group securities recommendation, to you in respect of the Facility; and - you have made your own decision to sell your APA Group securities under the Facility based on your consideration of your own objectives, financial situation and needs and your own analysis of the effect of the Facility, and nothing in the Facility Terms constitutes financial product advice or a recommendation by any of APA Group, Registry or ABN AMRO to buy, sell or hold APA Group securities, nor that the Facility or any other facility is the best way to sell your APA Group securities; acknowledged and agreed that none of APA Group, Registry, ABN AMRO, their respective related or affiliated bodies corporate, nor the officers, employees or agents of any of them nor any other person will on any account be liable, and you may not bring any claim or action against them, for or in respect of: - not having sold or on-sold APA Group securities under the Facility at any specific price or on any specific date; or - any other loss or liability to you however caused other than payment to you of the proceeds of sale owing to you as determined in accordance with the Facility, and in no circumstance will any of them be liable for any special, indirect or consequential loss however caused; and agreed that APA Group, Registry and ABN AMRO reserve the right to reject or not process any Sale Instruction Form, whether completed correctly or not, may assume the authenticity of any Sale Instruction Form returned or purportedly returned by you or your authorised representative and that any person claiming to be you or your authorised representative is in fact that person, and authorised APA Group, Registry and ABN AMRO to act on any instruction in relation to such sale believed by any of them to be authentic; and agreed that, in relation to the Facility, Australian Pipeline Limited is acting as responsible entity of each of Australian Pipeline Trust and APT Investment Trust and in no other capacity and accordingly accepts no liability in any other capacity.

13 2. The validation of your Sale Instruction Form may require additional steps for completion and approval cannot be guaranteed on initial receipt. 3. None of APA Group, Registry nor ABN AMRO takes responsibility for selling APA Group securities at a particular time or price. No claim may be made against APA Group or ABN AMRO in respect of the price for which APA Group securities are on-sold provided they are on-sold in accordance with the Facility Terms. The amount of a money received by a participant in the Facility may be more or less than the price received by ABN AMRO for on-selling APA Group securities sold by that participant to ABN AMRO under the Facility. 4. If for whatever reason ABN AMRO has not been able to on-sell all APA Group securities under the Sale Facilities by 20 February 2009 (or such later date agreed between ABN AMRO and APA Group), ABN AMRO terminates its role in relation to the Sale Facilities, APA Group terminates the contract between it, ABN AMRO and Registry in relation to the administration of the Sale Facilities or APA Group terminates a Sale Facility prior to the on-sale of all of the APA Group securities under the Sale Facilities: all APA Group securities that have not been on-sold at that time will immediately be transferred by ABN AMRO to a party nominated by APA Group, and from the time of that transfer, to the extent that APA Group securities sold by you to ABN AMRO were not on-sold, you have no claim whatsoever against ABN AMRO in respect of the proceeds of sale of any such APA Group securities to ABN AMRO; and you agree that APA Group in conjunction with ABN AMRO may determine whether or not any or all your APA Group securities were on-sold, APA Group may effect a transfer back to you of any APA Group securities that were not on-sold, and you irrevocably appoint APA Group as your agent to perfect any such transfer. 5. In the event that your Sale Instruction Form has been incorrectly completed and Registry is unable to obtain clarification of your instructions, the documentation will be returned to you at your own risk, without it being actioned. 6. Registry is regulated by the Australian Securities and Investments Commission and is acting as paying agent. You will be sent proceeds from the sale of your APA Group securities within 2 weeks of the last onsale by ABN AMRO of APA Group securities under the Sale Facilities. 7. ABN AMRO is a participant of the Australian Securities Exchange. 8. Each of APA Group, Registry and ABN AMRO holds the benefit of the Facility Terms on trust for itself and for its respective related or affiliated bodies corporate, and the officers, employees or agents of it or any of them, and may enforce them in that capacity.

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