The following class of Financial Products has been included in Schedule 1 of the ASX Settlement Operating Rules as a FOR Financial Product effective Thursday, 23 September 2021.

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 Information Booklet to be despatched to Eligible Persons from Monday, 27 September 2021 (“Booklet”)), which are scheduled to commence trading under ASX code TCLR on a deferred settlement basis on Thursday, 23 September 2021 (“TCL Financial Products”). Eligible Persons that purchase TCL 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 Transurban Securityholder Offer Information Line on 1300 360 146 (within Australia) or +61 3 9415 4315 (outside Australia) between 8.30am to 5.00pm (Melbourne time) Monday to Friday during the Retail Entitlement Offer Period (as that term is defined in the Booklet).

TCL 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.

TCL Financial Products will trade generally on ASX. However, if TCL 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 TCL 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 TCL Financial Products.

TCL Financial Products which are not or are not able to be exercised will be sold through a retail shortfall bookbuild. Any premium over the offer price of $13.00 per New Security received in respect of the TCL Financial Products sold through the retail shortfall bookbuild (net of any applicable withholding taxes and expenses) will be remitted proportionally to holders of those TCL Financial Products (“Retail Premium”).The Retail Premium, if any, is expected to be paid on or about 20 October 2021.

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

(a)       to classify TCL Financial Products as FOR Financial Products under the ASX Settlement Operating Rules and to include TCL 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 TCL Financial Products.

The following conditions apply to TCL 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 TCL Financial Products they purchase or hold. Further, no Excluded U.S. Investor, as that term is defined, may acquire, hold or trade TCL Financial Products.

TCL, as Issuer of the TCL 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.

TCL’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 TCL 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 TCL Financial Products they purchase or hold.

Where the holder is currently designated as "F", and wishes to hold TCL 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 TCL 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 TCL Financial Products.

Participants should liaise with clients intending to purchase or hold TCL 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 TCL 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.

TCL 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 TCL as set out under the ASX Settlement Operating Rules. Please refer to the attachment below for more information and definitions.

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

An "Eligible Person" is a person who, as determined by Transurban Group in 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 Transurban Group in 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 (excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan) (or is acquiring Retail Entitlements or New Securities for any person who is in China (excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region or Taiwan)), 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 (Belgium, Denmark, France, Germany, Ireland, Italy, Luxemburg, the Netherlands and Sweden) (or is acquiring Retail Entitlements or New Securities for any person who is in Belgium, Denmark, France, Germany, Ireland, Italy, Luxemburg, the Netherlands or Sweden), 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;

•                  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;

•                  South Africa (or is acquiring Retail Entitlements or New Securities for any person who is in South Africa), where each relevant person is in the category of persons pertaining to “offers that are not offers to the public” as contained in section 96(1)(a) of the South African Companies Act and, as such, is not a person in respect of which the prospectus requirements of the South African Companies Act apply;

•                  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); or

•                  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); 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:

•                  is a registered holder of a Transurban Group stapled security as at the Record Date (being 7.00pm (Melbourne time) on 23 September 2021);

•                  has a registered address on the Transurban Group 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 Transurban Group in 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 Transurban Group in 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 TCL 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.

Need more information?

Issued by

Eldon Hernando, Equity Operations

Contact information

Eldon Hernando
1800 814 051
chesshelp@asx.com.au

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