3 January 2012

The Manager

Company Announcements Office

Australian Securities Exchange

4thFloor, 20 Bridge Street

Sydney NSW 2000

Electronic Lodgement

Dear Sir or Madam

Company Announcement: APT Pipelines Limited - Takeover bid for Hastings Diversified Utilities

Fund: First Supplementary Bidder's Statement

In accordance with section 647(3) of the Corporations Act, please find attached a copy of the supplementary bidder's statement dated 3 January 2012 ("First Supplementary Bidder's Statement").

The First Supplementary Bidder's Statement relates to APT Pipelines Limited's bidder's statement dated 15 December 2011 for all the stapled securities in Hastings Diversified Utilities Fund (each stapled security comprising one unit in each of HDUF Epic Trust (ARSN 109 770 961), HDUF Finance Trust (ARSN 109 770 765), and HDUF Further Investments Trust (ARSN 109 897 921)).

Yours faithfully

Mark Knapman

Company Secretary

10957060_1

This document is the first supplementary bidder's statement ("First Supplementary Bidder's Statement") to the Bidder's Statement dated 15 December 2011 ( "Bidder's Statement") issued by APT Pipelines Limited ABN 89 009 666 700 (a company wholly owned by Australian Pipeline Trust (ARSN 091 678 778)) and lodged with the Australian Securities and Investments Commission ("ASIC"), in relation to the offer by APT Pipelines Limited ("Offer") for all the stapled securities in Hastings Diversified Utilities Fund.

This First Supplementary Bidder's Statement supplements, and is to be read together with, the Bidder's Statement.

FIRST SUPPLEMENTARY BIDDER'S STATEMENT

3 January 2012

in respect of the offer by APT Pipelines Limited ABN 89 009 666 700 (a company wholly owned by Australian Pipeline
Trust (ARSN 091 678 778)) for all the stapled securities in Hastings Diversified Utilities Fund

Unless the context requires otherwise, defined terms in the Bidder's Statement have the same meaning in this First Supplementary Bidder's Statement. This First Supplementary Bidder's Statement prevails to the extent of any inconsistency with the Bidder's Statement.

A copy of this First Supplementary Bidder's Statement was lodged with ASIC on 3 January 2012. Neither ASIC nor any of its officers takes any responsibility for the contents of this First Supplementary Bidder's Statement.

1 Implied value of Offer Consideration

Since the lodgment of the Bidder's Statement on
15 December 2011, certain events have taken place which affect the Offer Consideration, and which may affect the implied value of the Offer Consideration.

Payment of APA Group distribution for period ended

31 Dec 11

As set out in the Bidder's Statement,
HDUF Securityholders are not entitled to receive any
FY2012 interim APA Group distribution (announced as
17 cents for the half year ending 31 December 2011) because the APA Stapled Securities forming part of the Offer Consideration will not be issued before the record date (30 December 2011) for that distribution (see page
4, "Overview of the Offer", FAQ 14 on page 23 and section 4.4.2 "Distribution guidance" on page 51). From
22 December 2011, APA Stapled Securities have been trading "ex" this distribution - that is, the securities are now trading without the right to receive the distribution (as the record date has now passed) and as such the value of the distribution is theoretically no longer included into the APA security price.
HDUF Securityholders should be aware that this occurrence may affect the trading price of APA Stapled Securities, which may in turn affect the implied value of the Offer Consideration provided under the Offer.
Under the Offer, you will receive $0.50 cash and 0.326
APA Stapled Securities. If the closing price of APA Stapled Securities on the day before the announcement of $4.60 had been adjusted for the full amount of the FY2012 interim APA Group distribution of
17 cents for the half year ending 31 December 2011 (that is, the price was actually $4.43, representing $4.60 less 17 cents), the headline value of the Offer would be
$1.94 per HDUF Stapled Security, and the amount payable to HDUF Security Holders after also adjusting for the HDUF interim distribution of 2.5 cents per HDUF Stapled Security would be $1.92 (instead of the $2.00 referred to the Bidder's Statement).
On the four trading days after going ex distribution
(ie, from 22 December 2011), APA Stapled Securities have closed at $4.50, $4.56, $4.53 and $4.49 which are below the closing price of APA Stapled Securities on the day before the Announcement Date being $4.60 on which the implied Offer value of $2.00 in the Bidder's Statement is based.
During that four day period, APA Stapled Securities have also traded intra-day as high as $4.68 on an ex distribution basis. APA Stapled Securities have also traded as low as $4.48 (ex) during that four day period. These prices compare to the price of $4.60 per
APA Stapled Security on which the implied Offer value of
$2.00 in the Bidder's Statement is based.
As set out in the Bidder's Statement, APA Group is not obliged to make any adjustment to the Offer Consideration if the value of APA Stapled Securities changes during the Offer Period. Accordingly, market fluctuations could favourably or adversely impact the implied value of the Offer Consideration.

Reduction in Offer Consideration due to HDUF Group

Distribution

As stated in the Bidder's Statement, the value of the Offer Consideration will be reduced by the amount of any HDUF distribution which is paid to HDUF Securityholders after the Announcement Date (pages 4 & 5, "Overview of the Offer").
On 19 December 2011, HDUF Group announced that it would make a distribution of 2.5 cents per HDUF Stapled Security for the period ending 31 December 2011. As a result, the Offer Consideration will be reduced by 2.5 cents per HDUF Stapled Security. HDUF Securityholders will still receive that 2.5 cents ordinary course distribution, but will do so directly from the HDUF Group as per previous distributions, rather than from APA as part of its Offer Consideration.

APA Stapled Security price as at the date of this First

Supplementary Bidder's Statement

The closing price of APA Stapled Securities on Thursday
29 December 2011 was $4.49, giving an implied value
of the Offer Consideration of $1.94 (after the reduction of 2.5 cents to take into account the HDUF distribution announced on 19 December 2011). This reflects: