MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED Annual General Meeting 8 March 2013
2 Agenda Presenter 1 MIIF Chairman’s Address Heng Chiang Meng 2 Heng Chiang Meng Formal Proceedings 3 Questions 4 Refreshments MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED
3 The Board Mr. Heng Mrs. Lee Suet Mr. Robert Mr. Francis Mr. Michael Chiang Meng Fern Mulderig Kwok Hamer Chairman, Independent Independent Nominated Independent Independent Director Director Director, Director Director Executive Present Teleconference MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED
4 MIIF Chairman’s Address Heng Chiang Meng MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED
5 Strategic Review Strategic Review completed in 2012 The Board initiated the Strategic Review in June 2012 The Strategic Review 1 , which was completed in December 2012 generated the following key observations: ― MIIF’s share price did not adequately reflect the value of MIIF’s infrastructure businesses ― MIIF’s current structure may not be the most appropriate structure to reflect the value of its businesses ― Taiwan Broadband Communications (TBC), Changshu Xinghua Port (CXP) and Hua Nan Expressway (HNE) are each generating sustainable cash distributions which underpin their respective values ― Executing MIIF’s stated strategy of investing directly in operating Asian infrastructure businesses is constrained by MIIF’s current share price and the prevailing market environment Following the Special General Meeting in December 2012, the Board decided to reinitiate the search for an additional Independent Director Note: (1) Included an assessment by MIIF’s independent financial adviser, CIMB Bank Berhad, Singapore branch MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED
6 Strategic Review Board to undertake a range of initiatives to generate and return value After considering the key observations and assessing the alternatives available to MIIF, the MIIF Board decided to undertake the following initiatives: ― Distribute existing excess cash to shareholders as a one-off special dividend ― Commence a joint process with Macquarie Korea Opportunities Fund (MKOF), MIIF’s TBC co-shareholder, to realise maximum value for their investment in TBC ― Pursue the orderly divestments of MIIF’s interest in HNE, CXP and Miaoli Wind ― Distribute the proceeds from any divestment to shareholders as soon as practicable ― Allow MIIF’s corporate-level debt facility to lapse upon maturity ― Amend the fee structure with MIIF’s manager, Macquarie Infrastructure Management (Asia) Pty Limited (MIMAL) to better the alignment with MIIF’s revised strategy MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED
7 Strategic Review Good progress made on the implementation of initiatives announced Special dividend of 3.0 cents per share paid on 13 February 2013 Successfully negotiated the early termination of MIIF’s undrawn corporate-level debt facility Joint process with co-shareholder to realise maximum value for TBC In Progress Orderly divestments of HNE, CXP and Miaoli Wind In Progress Amend MIIF’s fee structure with MIMAL to better the alignment with In Progress MIIF’s revised strategy The Independent Directors with the assistance of Spencer Stuart have In Progress identified a shortlist of qualified individuals for the additional Independent Director role The Board will continue to keep the market appropriately informed of further developments MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED
8 2012 Business Performance Continued robust performance of businesses in 2012 12 Months Ended 31 December TBC experienced strong subscriber growth in its Proportionate EBITDA ¹ , ² broadband and digital businesses with subscribers increasing by 6.3% and 21.7% 3.0% compared to prior corresponding period 100 93.4 90.7 90 6.5% CXP continued to perform strongly driven by 80 higher log, paper & pulp volumes and higher 67.6 S$ millions 70 63.2 average tariffs across general cargoes 60 50 HNE registered strong traffic growth as a result of 40 favourable traffic drivers, however the tolling 30 4.2% revision implemented in June 2012 continue to 20 11.8 11.4 have an adverse impact on its financial 10 performance 0 CXP HNE TBC 12 months to 31 Dec 2011 12 months to 31 Dec 2012 Miaoli Wind’s senior debt (NT$440 million) repayment date has been extended to April 2013 Notes: (1) All calculations use 31 December 2012 exchange rates by its lenders (2) Assumes MIIF owns 47.5% of TBC in 2011 MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED
9 Dividend Portfolio businesses continue to generate sustainable cash distributions MIIF’s dividend policy remains unchanged MIIF’s ordinary dividend is based on the distributions that MIIF receives from its businesses and are generated from the normal operations of these businesses ― MIIF intends to distribute the proceeds from any divestment to shareholders as soon as practicable TBC, CXP and HNE are each generating sustainable cash distributions. However, the tolling revisions which were enforced on HNE are expected to adversely impact the income that MIIF will receive from HNE in 2013. This is anticipated to negatively impact MIIF’s future dividend from operating income MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED
10 Formal Proceedings Heng Chiang Meng MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED
11 Summary of Resolutions Receive and adopt the Financial Statements and Reports Re-elect Heng Chiang Meng as Director Re-elect Robert Andrew Mulderig as Director Re-appoint Messrs PricewaterhouseCoopers LLP as Auditors Confer authority on the Directors of the Company to appoint an additional director Approve the amendment of the Management Agreement with MIMAL MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED
12 Questions MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED
13 Proxies Received FOR % of AGAINST % of DISCRETION % of Total Total Total Total Resolution 1 360,623,969 80.16 207,000 0.05 89,071,231 19.80 449,902,200 Resolution 2 324,088,511 73.37 28,559,452 6.47 89,071,231 20.16 441,719,194 Resolution 3 324,313,511 73.42 28,334,452 6.41 89,071,231 20.16 441,719,194 Resolution 4 360,515,539 80.13 315,430 0.07 89,071,231 19.80 449,902,200 Resolution 5 355,779,823 79.08 5,051,146 1.12 89,071,231 19.80 449,902,200 Resolution 6 214,167,956 60.45 51,063,403 14.41 89,071,231 25.14 354,302,590 MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED
14 Resolution 1 To receive and adopt the Financial Statements, the Statement by Directors and Report of the Auditors for the financial year ended 31 December 2012 MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED
15 Resolution 2 To re-elect Heng Chiang Meng who will retire by rotation pursuant to Bye-law 56(e) of the Bye-laws of the Company, as director Note: Heng Chiang Meng if re-elected, will remain a member of the Company’s Audit and Risk Committee, and is considered an independent director for the purpose of Rule 704(8) of the Listing Manual (Listing Manual) of the Singapore Exchange Securities Trading Limited (SGX-ST) MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED
16 Resolution 3 To re-elect Robert Andrew Mulderig who will retire by rotation pursuant to Bye-law 56(e) of the Bye-laws of the Company, as director Note: Robert Andrew Mulderig if re-elected, will remain a member of the Company’s Audit and Risk Committee, and is considered an independent director for the purpose of Rule 704(8) of the Listing Manual MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED
17 Resolution 4 To re-appoint Messrs PricewaterhouseCoopers LLP as the Company’s Auditors and to authorise the directors of the Company (the Directors) to fix their remuneration MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED
18 Resolution 5 To confer authority on the Directors of the Company to appoint (at such time as the board shall deem fit) an additional director pursuant to Bye-law 56(d) MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED
19 Resolution 6 To approve the amendment of the Management Agreement made between the Company and Macquarie Infrastructure Management (Asia) Pty Limited dated 19 May 2005 on the terms set out in the Letter to Shareholders dated 20 February 2013 (Letter) MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED
20 Polling MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED
21 Close MACQUARIE INTERNATIONAL INFRASTRUCTURE FUND LIMITED
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