BROOKFIELD RAIL INDUCTION

An introduction to our business

2

Discussion Points

• Who is Brookfield• What is Brookfield doing in WA and Australia besides rail• Who is Brookfield Rail (BR)

Brookfield In Profile: A Global Asset Management Company

3

Brookfield has a 100 year history as a global investor, operator and leading asset manager of high quality alternative assets

Private equity in our areas of expertise in North America and

Brazil

PROPERTYRENEWABLE

POWER INFRASTRUCTURE PRIVATE EQUITY

$105 billion AUM

$20 billion AUM $26 billion AUM $27 billion AUM

Over 340 million sq.ft: office, retail,

industrial, multifamily and other

investments

~200 hydro facilities11 wind farms~5,900 MW

Ports, rails, toll roads, natural gas

pipelines, transmission lines, timberlands and

agrilands

Private equity in our areas of expertise and residential in

North America and Brazil

Brookfield In Profile: A Global Asset Management Company

4

Brookfield Asset Management

5

What else is Brookfield doing in Australia?

One Shelley StreetDalrymple Bay Coal Terminal (DBCT)

Royal Randwick Race Course

One Shelley Street, Sydney33,000 sqm A-grade

commercial office building leased to Macquarie Group.

Royal Randwick Race Course, SydneyWorld class redevelopment to include new grandstand, theatre of the horses parade ring, 1,000 seat ballroom and recreational areas.

Dalrymple Bay Coal Terminal (DBCT), North Queensland One of the world’s largest coal terminals, accounting for 8% of the total global seaborne coal exports

6

What else is Brookfield doing in WA?

Fiona Stanley Hospital Bankwest Tower Brookfield Place

Fiona Stanley Hospital, Perth783 bed hospital with state of the art emergency centre to

support a trauma centre, burns unit, mental health unit and

cancer services.

Brookfield Place, Perth76,000 sqm office tower

leased to BHP Billiton, PwC and Barrick Gold.

Development of Tower Two

Bankwest Tower, St Georges Terrace Perth

52-level, A-grade commercial office tower

+ New 6 star hotel at Burswood

Bidding for Multi-user Iron Ore Facility at Esperance Port and

Perth Stadium, Burswood

7

Brookfield Rail Overview

• Brookfield Rail controls over 5,100 kilometres of rail infrastructure throughout the southern half of WA

• A total of 320 direct and 150+ indirect employees, with a combined rail industry experience of over 4000 years.

• Rail network traverses through various urban areas throughout WA such as Perth (capital city), Kalgoorlie (key largely mining focused town) in the east, and connects WA with Australia’s central and eastern states

• 100% indirectly wholly owned by Brookfield Infrastructure Partners

• Operates only track and track related assets (“below rail”)

• One of the few independent below rail infrastructure providers in the world

• Exclusive lease with State Government of WA until 2049

8

Lessee since 2000; Owned by Brookfield since 2010

8

Ownership

Business Structure

Westrail

(owned by Western Australian State Government)

WestNet Rail

(subsidiary of ARG – owned 50/50 by Wesfarmers and Genesee and Wyoming)

WestNet Rail

(controlled entity of Babcock and Brown

Infrastructure)

Brookfield Rail

(owned by Brookfield Infrastructure Partners L.P)

Run as integrated business with Network Division set-up separately in lead up to

privatisation.

Run as a “ring-fenced” business, inside an integrated

business.

Run as a stand-alone Track Owner.

December 2000

June 2006 November 2010

9

Assets and Responsibilities

Train Scheduling and Capacity Allocation

Track Works / Maintenance & Construction

Level Crossings

Structures Train Control and Safety Oversight

Signalling & Communication

10

We work in partnership with our customers to optimise the supply chain• Today’s task is heavily tilted to the resources task• Interstate freight and grain remain critical rail tasks with tonnages

growing• We have a base of strong capable customers Coal

1%

Freight27%

Alumina & Re-lated14%

Grain 29%

Other11%

Iron Ore17%

Coal1% Freight

16%Alumina

& Re-lated7%

Grain 12%

Other3%

Iron Ore61%

2005

2013

11

We have transformed our network, putting our asset in good shape.

• Significant investment has been made in the network over the last 14 years

• Brookfield Rail has invested $1.5b since 2001 in 10 major projects, including $500m+ spent to upgrade the MidWest rail lines to enable iron ore exports through to Geraldton Port

• Invested cleverly in technology, service delivery and asset protection/management activities

• Overall, our network is in a better condition and has greater performance standards than any time since privatisation.

Old vs New lines on the MidWest Upgrade Project, completed 2012

Our Asset: We have safely operated, maintained & developed our rail infrastructure

MidWest Rail Upgrade

Grain Rail Freight Network Resleepering Program

Eastern Goldfields Railway Rerailing

Leonora Resleepering

Esperance Line Expansion Works

13

1964

1966

1968

1970

1972

1974

1976

1978

1980

1982

1984

1986

1988

1990

1992

1994

1996

1998

2000

2002

2004

2006

2008

2010

2012

-

10,000,000

20,000,000

30,000,000

40,000,000

50,000,000

60,000,000

70,000,000

80,000,000

WA Historical Rail Freight Tonnage

Tonnage (Govt Managed) Tonnage (Lease to BR)

Significantly improving efficiency of the freight rail network

Tonnes since privatisation

* Figures prior to 2000 based on WAGR records

To provide customers with a safe, effi cient and reliable freight rail network

supporting economic growth in the southern half of WA

We seek to have a lasting positive impact on the communities we

are connected to

We are focussed on helping our customers achieve their tonnage

goals

We are committed to safely operating, maintaining and

developing our rail network

We aim to exceed the return expected by our

shareholders

We desire for our people to be safe, valued and

fulfilled in the work they do

Our Corporate Goals and Measures help us to understand how successful we are in achieving our purpose

AssetCustomer Community People Financial

Our Purpose & Plan

Our People: We are focussed on the safety & development of our employees

16

Summary

• The railway has had significant investment

• The tonnages have grown by 127% since privatisation

• This has been good for the state, BR’s customers and BR

• We are committed to ongoing investment in the railway – people, technology, civil

• BR will always be decent, thoughtful and credible in its negotiations with all parties.

• We have clear purpose and plan

• We are focused on the safety & development of our employees.