PRIME INFRASTRUCTURE GROUP(PIH)

delisted following completion of the scheme of arrangement whereby all of the Group's fully paid stapled securities were acquired by Brookfield Infrastructure Partners L.P.

we understand a fully taxed deferred Special Distribution of A$0.20 was paid for each Prime stapled security held on the Special Distribution Record Date - Prime Securityholders (other than those participating in the Liquidity Facility or Ineligible Foreign Securityholder Facility) also received the default scheme consideration, comprising new limited partnership interests in Brookfield Infrastructure (BIP Interests) at an exchange ratio of 0.24 BIP Interests (rounded to the nearest whole BIP Interest) for each Prime stapled security held on the Scheme Record Date

Prime Infrastructure Group (the "Group") will be removed from the official list of ASX Limited as from the close of trading today, 2 June 2011, at the request of the Group, following completion of the scheme of arrangement whereby all of the Group's fully paid stapled securities were acquired by Brookfield Infrastructure Partners L.P

the Schemes of Arrangement (Schemes) were implemented yesterday resulting in the merger of Prime and Brookfield Infrastructure Partners L.P. (NYSE: BIP; TSX: BIP.UN) (Brookfield Infrastructure). Prime also confirms that the fully tax deferred Special Distribution of A$0.20 for each Prime stapled security held on the Special Distribution Record Date1 Prime Securityholders not participating in the Liquidity Facility or Ineligible Foreign Securityholder Facility have received the default scheme consideration, comprising new limited partnership interests in Brookfield Infrastructure (BIP Interests) at an exchange ratio of 0.24 BIP Interests (rounded to the nearest whole BIP Interest) for each Prime stapled security held on the Scheme Record Date has been paid. 2. The new BIP Interests were issued yesterday (8 December 2010)

Perry Corp bought 18,024,022 Prime Infrastructure Group securities from September 29, 2010 to November 17, becoming a substantial shareholder with 18,024,022 securities (5.12%)

we understand that on or about this date the company undertook, proposed to undertake or was the subject of the following corporate action: - merger with Brookfield Infrastructure Partners L.P. - this corporate event may appear elsewhere in this company record

the securities of Prime Infrastructure Group (the "Group") will be suspended from quotation at the close of trading today, 18 November 2010, at the request of the Group, following lodgement of the court order with ASIC in relation to the scheme of arrangement whereby all of the Group's fully paid stapled securities will be acquired by Brookfield Infrastructure Partners L.P.

name changed from Babcock & Brown Infrastructure Group

from 20 November 2009, Prime Infrastructure Group is comprised of Prime Infrastructure Holdings Limited (formerly known as Babcock & Brown Infrastructure Limited) (ABN 61 100 364 234), Prime Infrastructure RE Limited (formerly known as Babcock & Brown Investor Services Limited) (ACN 099 717 638; AFSL 219673) as responsible entity of each of the Prime Infrastructure Trust (formerly known as Babcock & Brown Infrastructure Trust) (ARSN 100 375 479) and Prime Infrastructure Trust 2 (formerly known as Prime SPARCS Trust) (ARSN 108 288 204) - Each Prime Infrastructure stapled security comprises a fully paid ordinary share in Prime Infrastructure Holdings Limited, a fully paid ordinary unit in Prime Infrastructure Trust and a fully paid ordinary unit in Prime Infrastructure Trust 2, all stapled together

general taxation information relating to the BBI Recapitalisation can be found in the Babcock & Brown Infrastructure Recapitalisation Tax Guide