This Notice contains important information about eligibility to participate in the Sydney Airport Pro-Rata Accelerated Renounceable Entitlement Offer (with retail entitlements trading) ("Offer") of new SYD stapled securities (“New Securities”) and should be read carefully by Participants.

The following class of Financial Products has been included in Schedule 1 of the ASX Settlement Operating Rules as a FOR Financial Product effective 14 August 2020.

What do I need to do and by when?

Only “Eligible Persons” (as defined in the attachment to this Notice) are entitled to exercise “Retail Entitlements” (as that term is defined in the Retail Offer Booklet to be despatched to Eligible Persons on Tuesday, 18 August 2020), which are scheduled to commence trading under ASX code SYDR on Friday, 14 August 2020. Eligible Persons that purchase SYD Financial Products will need to complete a specific Appendix E – Entitlement and Acceptance Form that can be obtained from your stockbroker or by calling the Sydney Airport Securityholder Offer Information Line on 1800 102 368 (from within Australia) or +61 3 9415 4195 (from outside Australia) between 8.30am to 5.00pm (AEST) Monday to Friday during the Retail Entitlement Offer Period.

SYD reserves the right to reject any Appendix E – Entitlement and Acceptance Form that it believes comes from a person who is not an Eligible Person.

SYD Financial Products will trade generally on ASX. However, if SYD Financial Products are purchased in a transaction on ASX by a person that is not an Eligible Person (each, an "Excluded Investor"), such Excluded Investors will not be entitled to exercise those SYD Financial Products to subscribe for New Securities. Further, any "Excluded U.S. Investor", as that term is defined in the attachment to this Notice, will not be entitled to acquire, hold or trade any SYD Financial Products.

To ensure that foreign ownership restrictions can be monitored, that Excluded U.S. Investors do not acquire, hold or trade SYD Financial Products and that Excluded Investors do not exercise any right to subscribe for New Securities, ASX Settlement has agreed:

(a)       to classify SYD Financial Products as FOR Financial Products under the ASX Settlement Operating Rules and to include SYD Financial Products in Schedule 1 of the ASX Settlement Operating Rules Procedures; and

(b)       to implement certain additional procedures as contemplated in Guidance Note 13 of the ASX Settlement Operating Rules (Financial Products subject to Foreign Ownership Restrictions) in relation to SYD Financial Products.

The following conditions apply to SYD Financial Products:

Foreign Person

A “Foreign Person” is an “Excluded Investor” as that term is defined in the attachment to this Notice.

Level of Foreign Ownership

The relevant Foreign Person ownership level is zero.

This means that no Excluded Investor, as that term is defined, may exercise any right to subscribe for New Securities for any SYD Financial Products they purchase or hold. Further, no Excluded U.S. Investor, as that term is defined, may acquire, hold or trade SYD Financial Products.

SYD, as Issuer of the SYD Financial Products, has agreed to be bound by the additional obligations of an Issuer of FOR Financial Products under Rule 5.18 of the ASX Settlement Operating Rules.

SYD’s Financial Products are being offered and will be traded on the ASX market in reliance on the safe harbour provisions of Regulation S under the U.S. Securities Act of 1933, as amended. The status of FOR Financial Products under the ASX Settlement Operating Rules will be applied to SYD Financial Products.

Where a holder is currently designated as "F" or "M", that person cannot exercise any right to subscribe for New Securities for any SYD Financial Products they purchase or hold.

Where the holder is currently designated as "F", and wishes to hold SYD Financial Products, but is not an Excluded U.S. Investor, a new holder record should be established for that holder designated as "D" for the purposes of holding SYD Financial Products.

Where a holder is currently designated as "F" or "M", and is an Excluded U.S. Investor, that person cannot acquire, hold or trade any SYD Financial Products.

Participants should liaise with clients intending to purchase or hold SYD Financial Products and make all necessary enquiries to ensure that those clients who are Excluded Investors are made aware that they cannot exercise any right to subscribe for New Securities and that those clients who are Excluded U.S. Investors are made aware that they cannot acquire, hold or trade any SYD Financial Products. Failure to do so may result in client loss. Similarly, Participants may be liable for any failure to establish a new Holder Record designated as “D” or effect a change of residency indicator where it is necessary.

SYD Financial Products cannot be acquired or held by an Excluded U.S. Investor in holdings designated as "F" or "M" under any circumstances, as they may be subject to divestment action by Sydney as set out under the ASX Settlement Operating Rules. Please refer to the attachment below for more information and definitions.

Need more information?

Issued by

Anjita Sharma, Equity Operations

Contact information

Anjita Sharma
1800 814 051
chesshelp@asx.com.au

Attachment - Definitions of “Eligible Person”, "Excluded Investor" and "Excluded U.S. Investor"

An "Eligible Person" is a person who, as determined by Sydney Airport at its absolute discretion:

•           is an Eligible Retail Securityholder; or

•           is an Eligible New Investor.

An "Eligible New Investor" means any person who, as determined by Sydney Airport at its absolute discretion, is in:

•               Australia;

•               New Zealand;

•               Canada (or is acquiring Retail Entitlements or New Securities for any person who is in Canada), where each relevant person is an "accredited investor" as defined in National Instrument 45-106 – Prospectus Exemptions and, if relying on subsection (m) of the definition of that term, are not a person created or being used solely to acquire or hold securities as an accredited investor;

•               China (or is acquiring Retail Entitlements or New Securities for any person who is in China), where each relevant person is: (i) a "qualified domestic institutional investor" as approved by a relevant People's Republic of China regulatory authority to invest in overseas capital markets; (ii) a sovereign wealth fund or quasi-government investment fund that has the authorization to make overseas investments; or (iii) another type of qualified investor that has obtained all necessary People's Republic of China governmental approvals, registrations and/or filings (whether statutorily or otherwise);

•               European Union (or is acquiring Retail Entitlements or New Securities for any person who is in the European Union), where each relevant person is a "qualified investor" (as defined in Article 2(e) of the Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union);

•               Hong Kong (or is acquiring Retail Entitlements or New Securities for any person who is in Hong Kong), where each relevant person is a "professional investor" as defined under the Securities and Futures Ordinance of Hong Kong, Chapter 571 of the Laws of Hong Kong;

•               Japan (or is acquiring Retail Entitlements or New Securities for any person who is in Japan), where each relevant person: (i) is a Qualified Institutional Investor, as defined under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, "FIEL"); (ii) acknowledges that no registration under the FIEL has been made with respect to the Retail Entitlements or New Securities pursuant to an exemption from the registration requirements applicable to a private placement of securities to Qualified Institutional Investors as provided in Article 2, paragraph 3, item 2(a) of the FIEL; and (iii) agrees that the Retail Entitlements and New Securities may not be offered or sold in Japan except to Qualified Institutional Investors pursuant to a private placement in accordance with an exemption available under the FIEL;

•               Korea (or is acquiring Retail Entitlements or New Securities for any person who is in Korea), where each relevant person is an “accredited investor” as defined under the Financial Investment Services and Capitals Markets Act of Korea;

•               Malaysia (or is acquiring Retail Entitlements or New Securities for any person who is in Malaysia), where each relevant person is a person prescribed under Schedules 5 and 6 of the Malaysian Capital Markets and Services Act;

•               Norway (or is acquiring Retail Entitlements or New Securities for any person who is in Norway), where each relevant person is a "professional client" as defined in Norwegian Securities Trading Act of 29 June 2007 no. 75;

•               Singapore (or is acquiring Retail Entitlements or New Securities for any person who is in Singapore), where each relevant person: (i) is an "institutional investor" or an "accredited investor" (as such terms are defined in the Securities and Futures Act of Singapore ("SFA")); (ii) will acquire the Retail Entitlements or New Securities in accordance with applicable provisions of the SFA; and (iii) acknowledges that the offer of the Retail Entitlements or New Securities is subject to the restrictions (including resale restrictions) set out in the SFA;

•               Switzerland (or is acquiring Retail Entitlements or New Securities for any person who is in Switzerland), where each relevant person is a "professional client" within the meaning of article 4(3) of the Swiss Financial Services Act ("FinSA") or has validly elected to be treated as a professional client pursuant to article 5(1) of the FinSA;

•               United Arab Emirates (excluding the Abu Dhabi Global Market and Dubai International Financial Centre) (or is acquiring Retail Entitlements or New Securities for any person who is in United Arab Emirates (excluding the Abu Dhabi Global Market and Dubai International Financial Centre)), where each relevant person is a “qualified investor” (as defined in the Securities and Commodities Authority Board of Directors' Chairman Decision No. 37 RM of 2019, as amended);

•               the United Kingdom (or is acquiring Retail Entitlements or New Securities for any person who is in the United Kingdom), where each relevant person is: (i) a "qualified investor" within the meaning of Article 2(e) of the Prospectus Regulation (2017/1129/EU), replacing Section 86(7) of the UK Financial Services and Markets Act 2000; and (ii) within the categories of persons referred to in Article 19(5) (investment professionals) or Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended,

provided that in each case, such person is not in the United States and is not acting for the account or benefit of a person in the United States (to the extent such person holds Retail Entitlements, or will be holding New Securities, for the account or benefit of a person in the United States).

An "Eligible Retail Securityholder" is a person who, as determined by Sydney Airport at its absolute discretion:

•               is a registered holder of a Security as at the Record Date (being 7.00pm (Sydney time) on 14 August 2020);

•               has a registered address on the Sydney Airport security register in Australia or New Zealand;

•               is not in the United States and is not acting for the account or benefit of a person in the United States (to the extent such person holds Securities for the account or benefit of a person in the United States);

•               was not invited to participate (other than as nominee, in respect of other underlying holdings) under the institutional component of the Offer, and was not treated as an ineligible institutional securityholder under the institutional component of the Offer; and

•               is eligible under all applicable securities laws to receive an offer under the Offer.

An "Excluded Investor" means any person who, as determined by Sydney Airport at its absolute discretion, is not an Eligible Person, and for the avoidance of doubt includes an Excluded U.S. Investor.

An “Excluded U.S. Investor” means any person who, as determined by Sydney Airport at its absolute discretion, is in the United States or is acting for the account or benefit of a person in the United States (to the extent such person holds or will be holding SYD Financial Products for the account or benefit of a person in the United States).

"United States" means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.