Corporate Restructure and AGM Details

29 October 2004

Dear MIG Stapled Security Holder

As was announced on 28 October 2004, MIG is proposing to undertake a corporate restructure. The objective is to create a MIG structure suitable for all investors, which facilitates timely distributions from MIG’s offshore assets, and which provides a suitable holding company for future acquisitions.

MIG is currently a triple stapled security comprised of a unit in each of two Australian trusts, and a share in a UK company, Macquarie European Infrastructure plc (MEIP). The restructure will involve the insertion of a new Bermuda company, Macquarie Infrastructure Bermuda Limited (MIBL) above MEIP. MIBL will own 100% of the ordinary shares in MEIP. Therefore, if approved, you will hold shares in MIBL rather than shares in MEIP.

The new structure will not change your underlying beneficial ownership in MIG’s assets, nor will there be any material changes to the operational activities of MIG.  The restructure will have no effect on the way in which the fees payable by MIG to its managers/advisers are determined or calculated. The corporate governance structure for MEIP as set out in MIG’s 2004 annual report will be replicated for MIBL and, because of the stapling arrangements, MIBL will be regulated by Australian takeover laws.

For more information on the restructure, please refer to page 11 of the attached Circular.   Capital gains tax rollover relief should be available for most Australian resident investors.  Further details are contained on page 27 of the Circular.

In addition, MEIP is also seeking your approval to return capital of £340 million to its new parent company MIBL. Subject to MIG’s overall cash requirements and future commitments, a proportion of this amount will be distributed to Stapled Security Holders, as part of MEIP’s share of the proceeds from the Cintra Initial Public Offering (IPO). Further information on the capital return is contained on page 13 of the attached Circular.

MEIP’s share of the Cintra IPO proceeds represents only a proportion of the total funds received by MIG as part of the Cintra IPO.   The remainder of the proceeds will be received by the Australian trusts.  Further guidance in relation to the distribution of the Cintra IPO proceeds will be provided in December 2004.

If approved, the restructure and capital return should provide the following benefits to Stapled Security Holders:

• allow for a full distribution of MEIP’s share of the Cintra IPO proceeds;
• provide for consistent and regular distributions from MIG’s offshore assets; and
• provide a suitable holding company for future offshore acquisitions by MIG.

The restructure and return of capital to MIBL is conditional upon the approval of both Stapled Security Holders and the UK Courts. As such, you are strongly urged to read and consider the attached Circular, which also includes Notices of Meeting for the Australian trusts, the MEIP AGM and MEIP Court Meeting, and to return your signed Proxy Form and two Voting Direction Forms as soon as possible. A reply paid envelope is provided for you to return the forms.

The deadline for submission of the Proxy Form and Voting Direction Forms is 11.00am (Sydney time) Sunday 28 November 2004. Please refer to page 41 of the Circular for instructions on how to vote.   If you have any questions relating to the restructure or capital return, or the completion and return of the Proxy Form or Voting Direction Forms, please contact the MIG Information Line on 1300 733 939 or, if calling from outside Australia, on +61 2 9240 7454.

The Boards of MEIP and Macquarie Infrastructure Investment Management Limited firmly believe that the restructure and return of capital are in the best interests of Stapled Security Holders, and we unanimously recommend that you vote in favour of all the resolutions as outlined in the attached documents. 

The MIG AGM will provide an overview of MIG’s activities for the period ended 30 June 2004 as well as an update on recent developments.

Details are:

Registration for the meeting will commence at 10.00am (Sydney time).

We encourage you to read the Circular and the Notices of Meeting in full and attend the AGM. It will provide you with an opportunity to meet MIG directors and executive management and ask questions regarding your investment.

If you are unable to attend the meeting but wish to vote at the meeting you should complete and return the Proxy Form and the two Voting Direction Forms in accordance with the instructions provided.   If you are uncertain about what course of action you should take regarding any information contained in the Notices of Meeting you should consult your professional adviser.

We will also be providing a live web cast of the MIG AGM on the MIG website at www.macquarie.com.au/mig

We thank you for your continued support of MIG.

Yours sincerely

Sir Robin Biggam Chairman MACQUARIE EUROPEAN INFRASTRUCTURE PLC	Mark Johnson Chairman MACQUARIE INFRASTRUCTURE INVESTMENT MANAGEMENT LIMITED