Victorian Consolidated Legislation

Melbourne City Link Act 1995 - SCHEDULE 2

UNIT TRUST UNIT HOLDING RESTRICTION

1.1. Definitions

   (a)  In this Schedule, unless the contrary intention appears:

(1) Acquire has the meaning ascribed to it by Divisions 1 and 7 of Part 1.2 of
Chapter 1 of the Corporations Law in its form as at 20 October 1995;

(2) Associate has the meaning ascribed to it by Division 2 of Part 1.2 of
Chapter 1 of the Corporations Law in its form as at 20 October 1995;

(3) Entitled has the meaning ascribed to it by section 609 of the Corporations
Law in the form as at 20 October 1995;

(4) Relevant interest has the meaning ascribed to it by Divisions 1 and 5 of
Part 1.2 of Chapter 1 of the Corporations Law in its form as at 20 October
1995, in each case as if the relevant provisions of the Corporations Law also
applied to units in a unit trust;

   (b)  Despite anything in clause 1.1 of the Deed, Substantial Holder has the
        meaning ascribed to it in the Concession Deed between the State of
        Victoria, Transurban City Link Limited, Perpetual Trustee Company
        Limited and City Link Management Limited with effect from 20 October
        1995 as amended up to and including the 15th Amending Deed.

1.2. Restrictions on Acquisition of Units

Except as provided by this Schedule, a person must not acquire, and is not
eligible to acquire, Units in the Trust if:

   (a)  any person who does not have a relevant interest in any Units or who
        has a relevant interest in less than 20% of the Units on Issue would
        immediately after the acquisition, have a relevant interest in 20% or
        more of the Units on Issue;

   (b)  any person who has a relevant interest in 20% or more of the Units on
        Issue would immediately after the acquisition, have a relevant
        interest in a greater percentage of Units on Issue than immediately
        before the acquisition; or

   (c)  any person who is entitled to less than 20% of the voting shares in
        Transurban City Link Limited or less than 20% of the units on issue in
        the Transurban City Link Unit Trust would, immediately after the
        acquisition, be entitled to 20% or more of the voting shares in
        Transurban City Link Limited or 20% or more of the units on issue in
        the Transurban City Link Unit Trust.

1.3. Exceptions

The restrictions contained in clause 1 do not apply to or in relation to an
acquisition of Units to which the State has given its written consent.

1.4. Registration and Divestiture

   (a)  No Unit may be issued or, in the case of a paper-based transfer,
        transferred if the issue or transfer would or might result in or have
        the effect of causing a contravention of clause 1.2.



   (b)  Where a person has acquired Units in the Trust in such circumstances
        as might or would result in or have the effect of causing a
        contravention of clause 1.2 or where the Trustee is aware of a
        contravention of clause 1.2 or that a person has become or remains a
        holder of a relevant interest in 20% or more of the Units on Issue or
        has become or remains a Substantial Holder without the State's prior
        written consent (unauthorised holding), the Trustee must, by notice in
        writing to the State advise the State of that fact within 7 days of
        becoming so aware. If the Trustee chooses to apply, on behalf of the
        person having the unauthorised holding, to the State for the State's
        consent to the person becoming and/or remaining a holder of a relevant
        interest in 20% or more of the Units on Issue or a Substantial Holder
        it must do so in the same 7 day period. If the State requires the
        Trustee to do so (irrespective of whether consent has been sought from
        the State), the Trustee must, as soon as practicable but no later than
        7 days after advice from the State, by notice in writing to the person
        having an unauthorised holding, require that person to dispose of the
        Units held by it or any part thereof as soon as practicable but no
        later than 1 month after the end 7 days after receipt of the advice
        from the State or such longer period agreed between the Trustee and
        the State, in order to cease such contravention or unauthorised
        holding, provided that in the absence of any such requirement by the
        Trustee, the person concerned is not entitled in any way to set aside
        or cancel the transaction whereby the person acquired the Units, not
        to claim any refund or to otherwise recover any money paid in respect
        thereof. In so acting, the Trustee must consult with the directors of
        the Companies and, while the Units are quoted on the Official List,
        the Trustee must consult with the ASX, and shall have regard to,
        without being bound by, the recommendations of those persons.

   (c)  If the requirements of any notice to dispose of the Units are not
        complied with by the person to whom the notice is addressed within the
        time specified in the notice, the Trustee must cause the Units to be
        sold on the ASX (or, if they are not Officially Quoted, in such manner
        as the Trustee may determine) as soon as practicable but no later than
        3 months after the end of the 1 month period referred to in paragraph
        (b) above or such longer period agreed between the Trustee and the
        State.

   (d)  If the Units sold in accordance with clause 1.4(c) are registered on a
        branch register, the Trustee may cause such Units to be transmitted to
        the Register.

   (e)  The Trustee may:

(1) appoint a person to execute as transferor a transfer in respect of any
Units sold in accordance with the provisions of clause 1.4(c) and to receive
and give a good discharge of the purchase money; and

(2) register the transfer notwithstanding that proof of title of such Units
may not have been delivered to the Trustee.

   (f)  The purchase money less the expenses of any sale made in accordance
        with the provisions of clause 1.4(c) must be paid to the Unit holder
        whose Units were sold provided such Unit holder has delivered to the
        Trustee such proof of title of the Units as the Trustee accepts.

   (g)  Nothing in clause 1.4 renders the Trustee liable or responsible by
        reason of any person acquiring Units in the Trust in contravention of
        clause 1.2 or failing to comply with the obligations imposed by clause
        1.2.

   (h)  The Trustee, before or at any time after issuing any Units or, in the
        case of a paper-based transfer, rejecting any transfer of Units or at
        any other time and from time to time, may, by notice in writing to the
        applicant or issuee or Unit Holder, require such person (or, where
        such person is a corporation, a competent officer thereof) to furnish
        to the Trustee such information or evidence (on oath or otherwise
        verified by law, if the Trustee should so require) as the Trustee may
        consider likely to be of assistance in determining whether or not such
        person is eligible to become or to remain a Unit Holder.

1.5. Employees and agents

In this Schedule, a person is, unless the contrary is proved, presumed to have
been aware at a particular time of a fact or occurrence of which an employee
or agent of the person having duties or acting on behalf of the employer or
principal in connection with a matter to which the fact or occurrence relates
was aware at the time. __________________



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