REST - Perth Airport

WA-80041

Retail Employees Superannuation Pty Limited as trustee for the Retail Employees Superannuation Trust (**REST**) proposes to acquire the issued share capital in Perth Airport Development Group Pty Ltd (**PADG**) currently held by Gardior Pty Ltd as trustee of The Infrastructure Fund (**TIF**) and Australian Retirement Trust Pty Ltd as trustee for ART Infrastructure Trust 3 (together, the Sellers), in total comprising approximately 9.14% of the issued share capital in PADG (the **Acquisition**). REST is an Australian profit-to-member superannuation fund with approximately 2 million members and around $112 billion in funds under management. The corporate trustee of REST is Retail Employees Superannuation Pty Limited. REST holds a minority non-controlling interest in Australian Pacific Airports Corporation Limited, the holding company of Melbourne Airport and Launceston Airport, and a one-third interest in Moorabbin Airport Corporation Pty Ltd, which holds a long-term airport lease for and operates Moorabbin Airport in Victoria. TIF is an unlisted infrastructure investment fund managed by Macquarie Asset Management, a global asset manager. The corporate trustee for TIF is Gardior Pty Ltd. ART Infrastructure Trust 3 is an unlisted infrastructure investment fund managed by its corporate trustee, Australian Retirement Trust Pty Ltd. Australian Retirement Trust Pty Ltd is also the corporate trustee of Australian Retirement Trust, an Australian superannuation fund. PADG holds all the issued shares in Perth Airport Pty Ltd, which is responsible for the operation and development of Perth Airport in Western Australia. Aside from TIF and ART Infrastructure Trust 3, the current shareholders in PADG are the Future Fund, the Utilities Trust of Australia and AustralianSuper.