Australian Power and Gas Company Ltd. : AGL Section 630 Notice of status of defeating conditions

Our ref : PIBMJSA 02 3001 3161

Partner: Phil Breden

Dlrect line: [phone]

Email: [e-mail] Contact: Peter Atkin, Senior Associate Dlrect llne: [phone]

Email: [e-mail]

3 October 2013

Ashurst Australia

Leve! 36, Grosvenor Piace

225 George Street

Sydney NSW 2000

Australia

GPO Box 9938

Sydney NSW 2001

Australia

Tel [phone]

Fax [phone]

DX 388 Sydney www.ashurst.com

BY ELECTRONIC LODGEMENT

Company Announcements

ASX Limited

Exchange Centre

20 Bridge Street

Sydney NSW 2000

AGL APG Holdings Pty Limited ACN 081 834 826 and AGL Energy Limited ACN 115 061 375 - Notice of status of defeating conditions under section 630(3) of the Corporations Act 2001 (Cth)

We act for AGL APG Holdings Pty Limited ACN 081 834 826 (AGL APG) and AGL Energy Limited

ACN 115 061 375 (AGL).

On behalf of AGL APG and AGL, we enclose a notice of status of defeating conditions of AGL APG's offer for ali the issued shares in Australian Power and Gas Company Limited ABN 96 077 206 583 (APK) (Offer) for the purposes of section 630(3) of the Corporations Act 2001 (Cth).

Yours faithfully

Ashurst Australia

AUSTRALIA BELGIUM CHINA FRANCE GERMANY HONG KONG SAR INDONESIA (ASSOCIATED 0FFICE) lTALY ]APAN

PAPUA NEW GUINEA SINGAPORE SPAIN SWEDEN UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES OF AMERICA

Ashurst Australia (ABN 75 304 286 095) ls a generai partnership constituted under the laws of the Australian Capitai Terrltory carrying on practlce under the name "Ashurst" under llcence from Ashurst LLP. Ashurst LLP is a llmited liability partnershlp reglstered In England and Wales, and is a separate legai entity from Ashurst Australia. In Asia, Ashurst Australia, Ashurst LLP and their respective affillates provide legai services under the name "Ashurst". Ashurst Australia, Ashurst LLP or thelr respective affillates has an offlce in each of the places llsted above.

226669304.01

AGL APG Holdings Pty Lirnited ABN 72 081834 826

Notice of status of defeating condìtions under Section 630(3) of the Corporations Act

2001 (Cth)

TO: Australian Power and Gas Comp my Ll:nited ABN 96 077 206 583
ASX Ltm1ted ABN 98 008 624 691
Th1s is a nottce g1ven by AGL APG Holdmgs Pty Llmtted ABN 72 081 834 826 (AGL Bidder) in relatlon to lhc offers datcd 8 August 2013 made under its off marlM the ordtnary shares 1n Australian Power and Gas Company Lim1led ABN 96 077 206 583 (APK) (Offer) pursuant to its Biddcr's Statemcnt dated 24 July 20 t3 (Biclder's Sta tement).
l n accordance w1th section 630( 3) of the CorporatiOns Act 200 l (Cth), AGL Btdder givcs nouce that as at the date of thts notice, the Offer and any contract arising from the acceptancc of the Offcr has been freed from ali cond1tions conta1ned in section 9.8 of the Bidder's Statement.
As at thc date of thls notice AGL Bldder's vottng powcr in APK 1s '1'3•bl %.
Dated: 3 October 2013
Stgned for and on behf AGL Btdder.

./1

Director
l

U6S80028.01