Asciano : Notice of AGM and Scheme Booklet Dispatched

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Date: 8 October 2015

ASCIANO NOTICE OF AGM AND SCHEME BOOKLET DISPATCHED TO SHAREHOLDERS

Asciano Limited (ASX: AIO, OTCUS: AIOYY) ('Asciano') today announced that it has dispatched to shareholders the following:

• Notice of Annual General Meeting ('AGM');

• Proxy Form for the AGM;

• Scheme Booklet released to ASX on 30 September 2015 in relation to the previously announced Scheme of Arrangement ('Scheme');

• Proxy Form for the Scheme Meeting;

• Election Form for the Scheme Meeting; and

• Asciano's 2015 Annual Report.

The Notice of AGM, Proxy Forms for both the AGM and Scheme Meeting and Election Form for the Scheme Meeting are attached to this announcement.

Asciano shareholders who have nominated an electronic address for the purposes of receiving notices of meetings will receive an email containing links to the above documents. All other Asciano shareholders will receive the Notice of AGM, Scheme Booklet and their attachments by post.

Asciano's 2015 Annual Report will be separately mailed to Asciano shareholders who have elected to receive a hard copy. The Annual Report is also available online at asciano2015.reportonline.com.au.

Asciano shareholders should carefully read the Scheme Booklet as it includes important information which will help them make an informed decision on how to vote on the Scheme and their consideration election options in respect of the Scheme. Asciano's Board of Directors continues to unanimously recommend that Asciano shareholders vote in favour of the Scheme, in the absence of a superior proposal.

AGM and Scheme Meeting Voting and Scheme Meeting Elections

The AGM will be held on Tuesday, 10 November 2015 at the State Library of Victoria, Village Roadshow Theatrette, 328 Swanston Street, Melbourne, commencing at 10.00am. The Scheme Meeting will begin at the same venue at the later of 10:30am or the conclusion of the AGM.

All Asciano shareholders are encouraged to vote at both meetings either by attending the AGM and Scheme Meeting in person, or by lodging a proxy vote by 10.00am on Sunday, 8 November 2015 (for the AGM) or 10.30am on Sunday, 8 November 2015 (for the Scheme Meeting). Details of how to lodge a proxy vote are included in the Proxy Forms for the AGM and Scheme Meetings.

Investor and Analyst Enquiries:

Kelly Hibbins

Phone: + 61 2 8484 8046

Email: [e-mail]

Media Enquiries:

Richard Baker

Phone: + 61 408 985 008

Email: [e-mail]

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Asciano shareholders are also encouraged to make an election for the type of consideration they wish to receive under the Scheme by 5.00pm on Monday, 30 November 2015. Details of the consideration options, including how Asciano Shareholders may be scaled back if they elect certain forms of consideration, are detailed in the Scheme Booklet (see in particular sections 1 and 3.3). Details of how to make an election are also included in the Election Form for the Scheme Meeting.

Further Information

Asciano shareholders can obtain further information by contacting the Asciano Shareholder Information Line on 1300 729 310 for shareholders located in Australia, and [phone] for shareholders located outside Australia.

For further information, please contact:

Investors and analysts	Media
Kelly Hibbins	Richard Baker
tel: [phone]	tel:[phone]
mobile: [phone]	mobile: [phone]
email: [e-mail]	email: [e-mail]

- Ends -

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NOTICE OF ANNuAl GENErAl MEETING

2015

HIGHlIGHTS

StrOnG rESult unDErpinnED by thE buSinESS imprOvEmEnt prOGram anD imprOvED rEturnS

unDErlyinG Ebit inCrEaSED 9.7%tO

$790.2m

unDErlyinG npat inCrEaSED 18.6%tO

$414.7m

FY15 Revenue Split by Division1

FY15 EBITDA

Split by Division1

62.6%

Pacific National Terminals & Logistics Bulk & Auto

72.1%

1. Does not include corporate head office cost estimations.

EarninGS OvErviEw
Year Ended June ($'m)	2014	2015	%chg
Statutory revenue and other income	3,994.6	3,839.1	(3.9)
Underlying EBITDA1	1,052.0	1,142.0	8.6
Statutory EBITDA	991.4	1,071.9	8.1
Underlying EBIT2	720.3	790.2	9.7
Statutory EBIT	584.0	711.5	21.8
Underlying NPAT3 after minority interests	349.8	414.7	18.6
Statutory NPAT after minority interests	254.4	359.6	41.4

1. underlying EBITDA excludes material items of $70.1m (FY14 $60.6m).

2. underlying EBIT excludes material items of $78.7m (FY14 $136.2m).

3. underlying NPAT excludes material items of $55.1m (FY14 $95.4m).

   
   

   NOTICE OF ANNuAl GENErAl MEETING

   
   

   thE annual GEnEral mEEtinG Of SharEhOlDErS Of aSCianO limitED (aSCianO Or COmpany) will bE hElD at thE StatE library viCtOria, villaGE rOaDShOw thEatrEttE, 328 SwanStOn StrEEt, mElbOurnE On tuESDay, 10 nOvEmbEr 2015 at 10.00am.

   
   

   ITEmS oF BuSInESS

4. Financial Statements and Reports

   To receive and consider the consolidated Financial Report of the Company as well as the reports of the Directors and the Auditors for the financial year ended 30 June 2015.

5. Remuneration Report

   To consider and, if thought fit, pass the following resolution as an ordinary resolution: 'That the Remuneration Report for the financial year ended 30 June 2015 be adopted.'

   Voting on Item 2: A voting exclusion applies to this resolution (please see the Notes to this Notice). The vote on this resolution is advisory only and does not bind the Company or the Directors.

6. Re-Election of Director - mr Broomhead

   To consider and, if thought fit, pass the following resolution as an ordinary resolution:

   'That Mr Malcolm Broomhead, who retires under rule 9.2(a) of the Company's constitution and, being eligible, offers himself for election, be re-elected as a Director of the Company.'

   Details of the qualifications and experience of Mr Broomhead and the recommendation of the Board in relation to his re-election are set out in the Explanatory Notes.

7. Re-Election of Director - Dr Edgar

   To consider and, if thought fit, pass the following resolution as an ordinary resolution:

   'That Dr Robert Edgar, who retires under rule 9.2(a) of the Company's constitution and, being eligible, offers himself for election, be re-elected as a Director of the Company.'

   Details of the qualifications and experience of Dr Edgar and the recommendation of the Board in relation to his re-election are set out in the Explanatory Notes.

8. Re-Election of Director - mr Kleemann

   To consider and, if thought fit, pass the following resolution as an ordinary resolution:

   'That Mr Geoff Kleemann, who retires under rule 9.2(a) of the Company's constitution and, being eligible, offers himself for election, be re-elected as a Director of the Company.'

   Details of the qualifications and experience of Mr Kleemann and the recommendation of the Board in relation to his re-election are set out in the Explanatory Notes.

9. Re-Election of Director - mr Waters

   To consider and, if thought fit, pass the following resolution as an ordinary resolution:

   'That Mr Ralph Waters, who retires under rule 9.2(a) of the Company's constitution and, being eligible, offers himself for election, be re-elected as a Director of the Company.'

   Details of the qualifications and experience of Mr Waters and the recommendation of the Board in relation to his re-election are set out in the Explanatory Notes.

10. Grant of Rights to Chief Executive officer - 2016 Financial Year

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

'That approval be given for the grant of a maximum of 317,229 rights to acquire shares in the Company to the Managing Director and Chief Executive Officer, Mr John Mullen, in accordance with the rules of the Asciano Limited Executive Incentive Plan and that approval be given for the purposes of sections 200B and 200E of the Corporations Act 2001

for the giving of benefits to Mr John Mullen under the Plan, on the terms summarised in the Explanatory Notes.'

Voting on Item 7: A voting exclusion applies to this resolution (please see the Notes to this Notice).




By Order of the Board

Lyndall Stoyles

Group General Counsel and Company Secretary 8 September 2015

NOTES




VoTInG ExCLuSIonS

1. Item 2 (Remuneration Report): The Company will disregard any votes cast on the proposed resolution in Item 2:

   • by or on behalf of members of the Company's key management personnel (KmP), being the Directors and the other KMP as disclosed in the Remuneration Report for the financial year ended 30 June 2015, or their closely related parties, regardless of

     the capacity in which the vote is cast; or

   • as a proxy by a person who is a member of the Company's KMP at the date of the Annual General Meeting or their closely related parties,

     unless the vote is cast as proxy for a person entitled to vote on Item 2:

   • in accordance with a direction on the proxy form; or

   • by the Chairman of the meeting pursuant to an express authorisation to exercise the proxy.

     
     

2. Item 7 (Grant of Rights to Chief Executive officer):

   The Company will disregard any votes cast on the proposed resolution in Item 7:

   • by Mr Mullen and any of his associates, regardless of the capacity in which the vote is cast;

   • as a proxy by members of the KMP at the date of the meeting and their closely related parties,

     unless the vote is cast as proxy for a person entitled to vote on Item 7:

   • in accordance with a direction on the proxy form; or

   • by the Chairman of the meeting pursuant to an express authorisation to exercise the proxy.

VoTInG, PRoxIES AnD CoRPoRATE REPRESEnTATIVES

1. For the purposes of the meeting, shares will be taken to be held by the persons who are registered as shareholders as at 7.00pm (AEDT) on Sunday 8 November 2015.

2. A shareholder can attend and vote at the meeting either by:

   • attending and voting in person (if the shareholder is a corporation, it can do so by appointing an individual person as its corporate representative); or

   • by appointing a proxy to attend and vote on the shareholders behalf.

3. If a shareholder is a corporation and wishes to appoint a corporate representative, the corporate representative must produce a certificate of appointment prior to admission to the meeting signed in accordance with section 127 of the Corporations Act.

4. A shareholder is entitled to appoint not more than 2 proxies. A proxy need not be a shareholder of Asciano.

5. A proxy may be either an individual or a body corporate.

6. If a shareholder wishes to appoint a body corporate to act as a proxy, the shareholder must specify on the proxy form:

   • the full name of the body corporate appointed as proxy; and

   • the full name or title of the individual representative of the body corporate at the meeting.

     
     

7. Where 2 proxies are appointed, each proxy may be appointed to represent a specified proportion or number of the voting rights of the shareholder. If no proportion is specified, each proxy may exercise half the member's votes. Neither proxy is entitled to vote on a show of hands if more than one proxy attends the meeting. If you want to appoint 2 proxies, an additional proxy form can be obtained from Computershare Investor Services Pty Limited.

8. If your proxy chooses to vote, they must vote in accordance with your directions. If you have directed your proxy to vote, and they choose to not vote on a poll, then the Chairman of the Meeting will vote your proxies as directed

   by you.

9. Subject to the voting restrictions set out above, if you do not mark a box, your proxy may vote as they choose on that item of business.

10. If your proxy does not attend the meeting, the Chairman will become your proxy by default.

11. Completed proxy forms (together with any authority under which the proxy was signed or a certified copy of the authority) must

    be returned:

    • personally or by post to:

      Computershare Investor Services Pty Limited GPO Box 242

      Melbourne VIC 3000;

    • Online at www.investorvote.com.au or

    • by facsimile:

Computershare Investor Services Pty Limited

[phone] or 1800 783 447

prior to 10.00am (AEDT) on Sunday 8 November 2015.

ConDuCTInG THE AnnuAL GEnERAL mEETInG

The Annual General Meeting is intended to give our shareholders the opportunity to:

• hear from the Chairman and the Chief Executive Officer about the performance and the operations of Asciano;

• consider and vote on the items before the meeting including a non-binding resolution on the adoption of the Remuneration Report; and

• ask questions of the Board, management and the auditor. The Chairman and Chief Executive Officer will generally answer questions on behalf of the Board and the management team.

  If questions cannot be answered at the meeting, we will seek to provide a response to the shareholder as soon as possible after the meeting.

  Asciano will webcast the meeting for the benefit of shareholders who are unable to attend and will also allow shareholders a chance to raise questions before the meeting.

  We ask that shareholders:

• are courteous and respectful to all attendees at the meeting, including not photographing, videotaping or recording the meeting;

• keep their questions to a reasonable length to allow as many shareholders as possible to participate; and

• confine their questions to matters being considered at the meeting and matters relevant to shareholders as a whole. Questions relating to the shareholder's personal circumstances can be raised with Company or Computershare representatives who will be available at

the meeting.

EXPlANATOrY NOTES




These Explanatory notes have been prepared to help shareholders understand the business to be put to shareholders at the

Annual General meeting (AGm). They relate to the items set out in this notice of meeting and form part of the notice of meeting.




ITEm 1. FInAnCIAL STATEmEnTS AnD REPoRTS

No vote is required to be held on this item. Shareholders will be given an opportunity to ask questions regarding the management of the Company at this time.




ITEm 2. REmunERATIon REPoRT

The vote on Item 2 relates to the Company's remuneration policy and outcomes for the 2015 financial year. Accordingly, shareholders are asked to adopt the Company's Remuneration Report for the financial year ended 30 June 2015. The Remuneration Report is set out in the Directors'

Report section of the 2015 Annual Report and is also available on Asciano's website at www.asciano.com.au.

Asciano's Remuneration Report demonstrates how the Company continues to align its business strategies with its remuneration plans. This reinforces the direct link the Company has in place between Asciano's results and the remuneration of Key Management Personnel.

The vote on this resolution is advisory only and does not bind the Company or its Directors. However, shareholders will be provided with a reasonable opportunity to ask questions about, or make comments on, the Remuneration Report. The Remuneration Committee will take the discussion on this resolution and the outcome of the vote into account when considering the future remuneration arrangements of the Company.

The Board unanimously recommends that shareholders vote in favour of this resolution.

ITEm 3. RE-ELECTIon oF DIRECToR

- mR BRoomHEAD

Mr Malcolm Broomhead, a Director of the Company, retires in accordance with rule 9.2(a)

of the Company's constitution and, being eligible, offers himself for re-election. A brief biography of Mr Broomhead follows:

Mr Malcolm Broomhead was appointed as a Non-Executive Director of Asciano Limited on 22 September 2009 and was appointed Chairman of the Board in October 2009.

Mr Broomhead is also Chairman of the Nomination and Succession Planning Committee.

Mr Broomhead was Managing Director (mD) and Chief Executive Officer (CEo) of Orica Limited (orica) from 2001 until September 2005. Prior to joining Orica, Mr Broomhead held a number of senior positions at North Limited including as MD and CEO.

Mr Broomhead is also a Non-Executive Director of BHP Billiton Ltd and BHP Billiton Plc (appointed March 2010) and was a Non-Executive Director of Coates Hire Limited until his resignation on 29 July 2013. He is a Director of the Walter and Eliza Hall Institute, Chairman of Kilfinan Australia and a member of the Advisory Board of Opportunity International (Australia).

Mr Broomhead holds a Bachelor of Engineering and an MBA from the University of Queensland.

The Board considers Mr Broomhead to be an Independent Director. The Board (other than Mr Broomhead) recommends that shareholders vote in favour of this resolution.




ITEm 4. RE-ELECTIon oF DIRECToR

- DR EDGAR

Dr Robert Edgar, a Director of the Company, retires in accordance with rule 9.2(a) of the Company's constitution and, being eligible, offers himself for re-election. A brief biography of Dr Edgar follows:

Dr Robert Edgar was appointed as a Non- Executive Director on 22 September 2009. He is a member of the Audit and Risk Committee, the Remuneration Committee and the Nomination and Succession Planning Committee.

Dr Edgar retired from a successful career at the ANZ Banking Group (AnZ) spanning more than 25 years, where his most recent role was as Deputy CEO.

Before joining ANZ, Dr Edgar held senior positions with the Australian Bankers' Association, and prior to that he worked at the Reserve Bank of Australia.

Dr Edgar is a Director of Transurban Group Limited (appointed October 2009), Djerriwarrh Investments Limited (appointed March 2015) and Linfox Armaguard. Dr Edgar is also Chairman of the Prince Henry's Institute of Medical Research and was the Chairman of Federation Limited (formerly Centro Retail Limited) from 2011 to 2015.

Dr Edgar holds a Bachelor of Economics with Honours from the University of Adelaide and a PhD from Ohio State University, USA.

The Board considers Dr Edgar to be an Independent Director. The Board (other than Dr Edgar) recommends that shareholders vote in favour

of this resolution.

ITEm 5. RE-ELECTIon oF DIRECToR

- mR KLEEmAnn

Mr Geoff Kleemann, a Director of the Company, retires in accordance with rule 9.2(a) of the Company's constitution and, being eligible, offers himself for re-election. A brief biography of Mr Kleemann follows:

Mr Kleemann was appointed as a

Non-Executive Director on 22 September 2009. He is Chairman of the Audit and Risk

Committee, and a member of the Remuneration Committee and the Nomination and Succession Planning Committee.

Mr Kleemann had a long career as a senior executive in a listed company environment as Chief Financial Officer (CFo) at Crown Limited, Publishing & Broadcasting Limited and Woolworths Limited. In September 2014 he was appointed a Director of Transfield Services.

Mr Kleemann has a chartered accounting background, commencing his career with Deloitte and working there for a number of years before becoming Chief Accountant at Industrial Equity Limited and Finance Director at Pioneer International.

The Board considers Mr Kleemann to be an Independent Director. The Board (other than Mr Kleemann) recommends that shareholders vote in favour of this resolution.

EXPlANATOrY NOTES




ITEm 6. RE-ELECTIon oF DIRECToR

- mR WATERS

Mr Ralph Waters, a Director of the Company, retires in accordance with rule 9.2(a) of the Company's constitution and, being eligible, offers himself for re-election. A brief biography of Mr Waters follows:

Mr Ralph Waters was appointed as a

Non-Executive Director on 23 August 2012. He is a member of the Sustainability Committee and the Nomination and Succession Planning Committee.

Mr Waters was a Director and Chairman of Woolworths Limited (appointed January 2011 and retired 1 September 2015). Mr Waters was also CEO, Director and Chairman of Fletcher Building Limited (appointed 2001 and retired October 2014). In the past, Mr Waters was Director and Chairman of Fisher and Paykel Appliances Holdings Limited from 2001 to 2011, a Director of Fonterra Co-operative Group Limited from 2006 to 2013 and a Director of Westpac New Zealand Limited from 2006

to 2012.

Mr Waters has had extensive experience in the Australasian building products industry, including as MD of Email Limited and as CEO of Fletcher Building Limited, as well as engineering and management experience in London and the Middle East.

Mr Waters has a Master of Business from Curtin University of Technology, is a Chartered Professional Engineer and an Honorary Fellow of the Institution of Engineers Australia.

The Board considers Mr Waters to be an Independent Director. The Board (other than Mr Waters) recommends that shareholders vote in favour of this resolution.




ITEm 7. GRAnT oF RIGHTS To CHIEF ExECuTIVE oFFICER

overview of grant

It is proposed that a grant of performance rights be made to the Managing Director and Chief Executive Officer, Mr John Mullen, in the 2016 financial year (FY16) under the terms of the Asciano Limited Executive Incentive Plan (Plan).

The primary objectives of the Remuneration Committee and the Board in setting Mr Mullen's remuneration package for the 2016 financial year are to:

• align Mr Mullen's interests with the interests of shareholders;

• ensure that Mr Mullen's remuneration is competitive and aligned with market remuneration in the Australian transport infrastructure sector; and

• encourage the achievement of performance goals and growth of Asciano's business.




Why is shareholder approval required? Under ASX Listing Rule 10.14, shareholder approval is required in order for a director to be issued

securities under an employee incentive scheme.

Accordingly, approval is sought for the grant to the Managing Director and Chief Executive Officer of up to 317,229 rights under the Plan. If approval is given for the issue of securities under ASX Listing Rule 10.14, approval is not required under

ASX Listing Rule 7.1.

Approval is also sought under section 200B and section 200E of the Corporations Act for the pro rata vesting of the rights in the event of cessation of Mr Mullen's employment in limited circumstances.




Impact of proposed Scheme

Shareholders will be asked to vote on a resolution to approve a Scheme of Arrangement between the Company and Brookfield Infrastructure Partners Limited (Scheme) at a meeting to be held immediately after the close of the AGM (Scheme meeting).

If the Scheme is approved at the Scheme Meeting, this will trigger a 'change of control' under the Plan. The Board has exercised its discretion in accordance with the terms of the Plan to vest the rights for FY16 for each participant on a change of control, such that a pro rata number of rights will vest based on the proportion of the period that has passed since the start of the performance period

to the date of the Scheme Meeting. All other rights will lapse at that point.

If the Scheme is not approved at the Scheme Meeting, the normal terms of the proposed grant as set out below will continue to apply to the rights.




Key terms of proposed grant

A brief overview of the details of the proposed grant is set out below. Further details of Mr Mullen's remuneration package and a summary of the operation of the Plan are set out in the Remuneration Report on pages 61 to 77 of the Annual Report.




number allocated	The Board has invited and Mr Mullen has applied for a grant of up to 317,229 performance rights over shares in the Company. The number of rights was determined by dividing the target remuneration amount by a Black Scholes rights value. Each right is to acquire one share in the Company. Accordingly, the maximum number of shares that may be acquired by Mr Mullen is 317,229 shares (subject to any adjustment made in accordance with the Plan).
Date of grant	If shareholder approval is obtained, the rights will be granted to Mr Mullen shortly after the meeting.
Performance hurdles	In the normal course, the rights will be subject to two performance hurdles which are independent and will be tested separately. 1. TSR Performance 50% of the rights are tested based on Asciano's Total Shareholder Return (TSR) performance relative to companies in the S&P/ASX 100 index (excluding resources and financials) over the performance period. The vesting schedule for this component of the rights is as follows: no rights will vest if Asciano's TSR performance is less than the 50th percentile if performance is at the 50th percentile then 50% of the rights will vest an additional 2% of rights will vest for every 1 percentile increase above the 50th percentile up to the 75th percentile at which 100% of this component of the rights will vest. 2. Return on Capital Employed 50% of the rights are tested based on Return on Capital Employed (RoCE). ROCE is calculated on the formula 'EBIT divided by Capital Employed'. EBIT is Earnings before Interest and Tax, adjusted for material items. Capital Employed is the net operating assets of each business. Asciano has set a threshold ROCE hurdle and a target ROCE hurdle. These targets have been set based on the Company's strategic plan, which is updated each year. None of this component of the rights will vest if Asciano's ROCE is less than its defined threshold ROCE. If the threshold ROCE is achieved then 50% of this component of rights will vest. There will be a 75% vesting at the midpoint between the threshold and the target. If target ROCE is achieved then 100% vesting will occur. The level of ROCE required to attract full or partial vesting under this component of the LTI Plan is extremely commercially sensitive and will be disclosed on a retrospective basis following the end of the performance period.

NOTES




Performance period and vesting	The normal performance period applying to the rights is 3 years, commencing 1 July 2015. Both performance hurdles are tested following 30 June 2018, with an additional test for the TSR hurdle following 30 June 2019. Any rights which do not vest at the end of the applicable performance period will lapse.
Trading restrictions	Unless otherwise requested, any shares allocated following satisfaction of the performance hurdles will not be subject to any trading restrictions other than those imposed by Asciano's Share Trading Policy.
Price payable for rights	No amount will be payable in respect of the grant, or on the vesting, of the rights. No loan has been made in relation to the grant.
Cessation of employment	If Mr Mullen ceases employment with the Company prior to satisfaction of the performance hurdles applicable to the rights, then any entitlement he may have to the rights will depend on the circumstances of the cessation. All rights will lapse in the event of resignation or termination for cause. In accordance with the Plan, in limited circumstances, including death, disability, redundancy or termination by the Company for convenience, Mr Mullen may become entitled to a pro rata number of rights reflecting the part of the performance period elapsed and the extent to which the applicable performance hurdles have been satisfied at the time of ceasing employment.
other required information - ASx Listing Rules	Mr Mullen is the only Director of the Company entitled to participate in the Plan. Following shareholder approval at the 2014 AGM, 418,234 rights were granted to Mr Mullen. Since this approval, no other rights have been granted under the LTI Plan to Mr Mullen or any other Director.
other required information - section 200E Corporations Act	The value of the rights that may vest on cessation of employment cannot be currently ascertained. The circumstances that may affect the calculation of this value include: the performance against the performance hurdles at the time employment ceases; the part of the performance period that has elapsed at the time employment ceases; and the number of rights that lapse on cessation of employment. If shareholder approval is obtained and the Board exercises its discretion to vest some or all of Mr Mullen's unvested performance rights (or to provide that Mr Mullen's performance rights do not lapse but will continue and be tested in the ordinary course), the value of that benefit will be disregarded when calculating the relevant termination benefits cap for Mr Mullen under subsection 200F(2)(b) or subsection 200G(1)(c) of the Act.




The Board (other than Mr Mullen) recommends that shareholders vote in favour of this resolution.