Singapore legislation

Regulation 2

of Securities and Futures (Offers of Investments) (Exemption for Business Trusts) Regulations 2005

Regulation 2

Definitions

In these Regulations, unless the context otherwise requires —“Additional Trust” means a trust other than SP Australia Networks (Finance) Trust, the units of which form part of the group of securities initially stapled pursuant to the Stapling Deed, which satisfies all of the following requirements: (a)the governing law of the trust is the law of a state of Australia;

(b)

the trustee of the trust is a company incorporated under the Australia Corporations Act;

(c)

the trustee of the trust holds a financial services licence issued by ASIC under the Australia Corporations Act;

(d)

the trust is a managed investment scheme within the meaning of and registered under the Australia Corporations Act;

(e)

the trust is not a collective investment scheme under the Act;

(f)

the trust is a business trust under the Act; and

(g)

the trust conducts one or both of the following activities or businesses:

(i)

the carrying on of a business in one or more of the sectors of energy, utilities or infrastructure; (ii)the provision of financing to any of the Stapled Companies, whether in the form of loans, by the issuance of notes or any other securities, or by any other means;“ASIC” means the Australian Securities and Investments Commission;“Australia Corporations Act” means the Corporations Act 2001 of the Commonwealth of Australia;“responsible entity”, in relation to SP Australia Networks (Finance) Trust or an Additional Trust, means the company named in ASIC’s record of registration of SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, as a managed investment scheme, as the responsible entity or temporary responsible entity of SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be;“SP Australia Networks (Finance) Trust” means the business trust known as SP Australia Networks (Finance) Trust, the units of which form part of the group of securities initially stapled pursuant to the Stapling Deed;“Stapled Companies” means SP Australia Networks (Transmission) Ltd, SP Australia Networks (Distribution) Ltd and any other corporation, the shares of which form part of the group of securities initially stapled pursuant to the Stapling Deed;“Stapling Deed” means the Stapling Deed dated 19th October 2005 and executed by SP Australia Networks (RE) Ltd as trustee of the SP Australia Networks (Finance) Trust, SP Australia Networks (Transmission) Ltd and SP Australia Networks (Distribution) Ltd.

Definition

“Additional Trust” means a trust other than SP Australia Networks (Finance) Trust, the units of which form part of the group of securities initially stapled pursuant to the Stapling Deed, which satisfies all of the following requirements: (a)the governing law of the trust is the law of a state of Australia;

(b)

the trustee of the trust is a company incorporated under the Australia Corporations Act;

(c)

the trustee of the trust holds a financial services licence issued by ASIC under the Australia Corporations Act;

(d)

the trust is a managed investment scheme within the meaning of and registered under the Australia Corporations Act;

(e)

the trust is not a collective investment scheme under the Act;

(f)

the trust is a business trust under the Act; and

(g)

the trust conducts one or both of the following activities or businesses:

(i)

the carrying on of a business in one or more of the sectors of energy, utilities or infrastructure; (ii)the provision of financing to any of the Stapled Companies, whether in the form of loans, by the issuance of notes or any other securities, or by any other means;

Definition

“ASIC” means the Australian Securities and Investments Commission;

Definition

“Australia Corporations Act” means the Corporations Act 2001 of the Commonwealth of Australia;

Definition

“responsible entity”, in relation to SP Australia Networks (Finance) Trust or an Additional Trust, means the company named in ASIC’s record of registration of SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be, as a managed investment scheme, as the responsible entity or temporary responsible entity of SP Australia Networks (Finance) Trust or the Additional Trust, as the case may be;

Definition

“SP Australia Networks (Finance) Trust” means the business trust known as SP Australia Networks (Finance) Trust, the units of which form part of the group of securities initially stapled pursuant to the Stapling Deed;

Definition

“Stapled Companies” means SP Australia Networks (Transmission) Ltd, SP Australia Networks (Distribution) Ltd and any other corporation, the shares of which form part of the group of securities initially stapled pursuant to the Stapling Deed;

Definition

“Stapling Deed” means the Stapling Deed dated 19th October 2005 and executed by SP Australia Networks (RE) Ltd as trustee of the SP Australia Networks (Finance) Trust, SP Australia Networks (Transmission) Ltd and SP Australia Networks (Distribution) Ltd.