Disclaimer :

The Competition DG makes the information provided by the notifying parties in section 1.2 of Form CO available to the public in order to increase transparency. This information has been prepared by the notifying parties under their sole responsibility, and its content in no way prejudges the view the Commission may take of the planned operation. Nor can the Commission be held responsible for any incorrect or misleading information contained therein.

SECTION 1.2

Description of the concentration

The concentration that is the subject of this notification ("Notified Concentration")

is the acquisition by CPPIB and the funds managed and advised by GIP of indirect

joint control of the Pacific National business of Asciano (an Australian company

listed on the Australian Securities Exchange), through a special purpose vehicle to be

established ("BidCo"), which will be wholly-owned by Rail HoldCo, a special

purpose joint venture company which will be jointly-owned by members of a "Rail

Consortium".

The Rail Consortium comprises the following entities (or entities that are controlled

by any of these entities): CPPIB, GIP, Beijing Shunrong Investment Corporation

("Shunrong"), British Columbia Investment Management Corporation ("bcIMC")

and GIC Pte Ltd ("GIC"). Rail HoldCo and BidCo will be jointly-controlled by

CPPIB and GIP (or, in the case of GIP, by entities that are controlled or managed by

GIP or its related entities). Shunrong, bcIMC and GIC (or their respective controlled

entities) will only be minority, non-controlling co-investors.

The business activities of the undertakings concerned with the Notified Concentration

are as follows:

(i) CPPIB is a professional investment management organisation that invests the

funds not needed by the Canada Pension Plan ("CPP") to pay current benefits

on behalf of 18 million contributors and beneficiaries. In order to build a

diversified portfolio of CPP assets, CPPIB invests in public equities, private

equities, real estate, infrastructure and fixed income instruments.

Headquartered in Toronto, with offices in Hong Kong, London, Luxembourg,

Mumbai, New York City and São Paulo, CPPIB is governed and managed

independently of the Canada Pension Plan and at arm's length from

governments.

(ii) GIP is a leading global, independent infrastructure investor that combines

deep industry expertise with industrial best practice operational management.

GIP targets investments in single assets and portfolios of assets and companies

in infrastructure and infrastructure-related assets in the transport, energy,

water and waste industries. GIP has offices in New York and London, with an

affiliate in Sydney and portfolio company operations headquarters in Stamford,

Connecticut.

(iii) Pacific National comprises national intermodal freight haulage and bulk

haulage rail freight services in Australia. It is contained within fully-owned

subsidiaries of Asciano. Asciano is an Australian freight rail, port and logistics

company. Asciano was established as a separate ASX-listed entity in June

2007 following its demerger from Toll Holdings Limited (another ASX-listed

Australian company) in May 2006. Pacific National has no operations or

assets and generates no revenue in the European Economic Area ("EEA").