Asciano : Notice of status of conditions

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HERBERT SMITH FREEHILLS

The Manager

Company Announcements Office

ASX Limited

11 February 2016

Matter 82444782

By Email

Dear Sir/Madam

Takeover bid by Nitro Corporation Pty Ltd for Asciano Limited Notice of status of defeating conditions

We act for Nitro Corporation Pty Ltd in relation to its offers under its off-market takeover bid for all the fully paid ordinary shares in Asciano Limited.

We enclose, by way of service pursuant to section 630(5)(b) of the Corporations Act 2001

(Cth), the notice of the status of the defeating conditions to the offers required by section 630(3) of the Corporations Act 2001 (Cth).

The takeover offers are currently scheduled to close at 7.00pm (Sydney time) on 18 February 2016.

Yours sincerely

Philippa Stone

Partner

Herbert Smith Freehills

[phone]

[phone]

[e-mail]

Jason Jordan

Senior Associate Herbert Smith Freehills

[phone]

[phone]

[e-mail]

Herbert Smith Freehills LLP and its subsidiaries and Herbert Smith Freehills, an Australian Partnership ABN 98 773 882 646, are separate member firms of the international legal practice known as Herbert Smith Freehills.

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ANZ Tower 161 Castlereagh Street Sydney NSW 2000 Australia T [phone] F [phone] GPO Box 4227 Sydney NSW 2001 Australia herbertsmithfreehills.com DX 361 Sydney

Nitro Corporation Pty Ltd ACN 607 605 701 Notice of status of defeating conditions

To: ASX Limited (ASX)

Asciano Limited ABN 26 123 652 862 (Asciano)

Nitro Corporation Pty Ltd (the Acquirer) has made offers under an off-market takeover bid for all the fully paid ordinary shares in Asciano (Offers). The Offers are contained in a replacement bidder's statement dated 1O December 2015 (Bidder's Statement).

For the purposes of section 630(3) of the Corporations Act 2001 (Cth), the Acquirer gives notice that:

it has not freed the Offers from any of the conditions to the Offers contained in section 12 of the Bidder's statement;

1. the minimum bid price condition, found in section 12.8(f) of the Bidder's Statement, has been fulfilled;

2. so far as it knows, other than the minimum bid price condition, none of the conditions to the Offers have been fulfilled; and

3. its voting power in Asciano is 20.81%.

Signed for and on behalf of Nitro Corporation Pty Ltd by

sign here -----==----=--------­

Director

Jeffrey Kendrew

print name _ _

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