Announcement to the market Election of Directors

A general meeting of the shareholders of Australian Pipeline Limited (responsible entity for Australian Pipeline Trust) today approved an arrangement to allow the unitholders of Australian Pipeline Trust (APA) to effectively nominate and vote for the non-corporate directors of Australian Pipeline Limited (APL). These changes are
intended to bring the governance arrangements for APL and APA up to date with best practice for managed investment schemes and to enhance the rights of unitholders.
The current seven directors of APL were appointed by its shareholders, there being no legal requirement to obtain the approval of APA unitholders. The current board of APL is made up of three non-corporate directors (all independents), a representative of Petronas (also an independent), two representatives of The Australian
Gas Light Company (AGL) and a managing director. The new arrangements will provide APA unitholders with the ability to nominate and elect the non-corporate directors of APL. A copy of the deed poll by APL and the updated changes to its constitution will be placed on the website for information.
Under the new regime, the three non-corporate directors will retire on a rotating annual basis and may stand for re-election. In the first year all three non-corporate directors will retire and may stand for re-election. In August each year, commencing with 2004, unitholders will be notified by announcement to the ASX that they
may nominate a person for election to the APL Board as a non-corporate director.
Once all nominations are received by the required date, APL will advise unitholders of all candidates and present its nominations to unitholders at the APA annual meeting, which will generally be held in October each year. A simple majority resolution by unitholders on nominations will confirm unitholders’ intentions. APL will
then ensure that the successful candidates are elected to the Board of APL.
APL has entered into a deed poll to introduce this arrangement and ensure that unitholders voting intentions are honoured. Altering the deed poll can only be achieved by a majority vote of unitholders, voting without AGL.
By virtue of the holding in Australian Pipeline Trust, AGL is entitled to appoint two directors and Petronas is entitled to appoint one director. Approval of the appointment of the Managing Director is made by the full board of APL. It is not intended that these positions will be subject to the new arrangements.

George H Bennett
Chairman

Delivering Australia's Energy

© 2009 APA Group