Investor enquiries

Media enquiries

Tess Palmer

Sarah Chapman

Head of Investor Relations

Manager, Media and Communications

+61 458 231 983

+61 400 841 898

Classification

Transurban Group

Transurban International Limited

ABN 90 121 746 825

Transurban Holdings Limited

ABN 86 098 143 429

Level 31

Transurban Holding Trust

Tower Five, Collins Square

ABN 30 169 362 255

727 Collins Street

ARSN 098 807 419

Docklands

Victoria 3008 Australia

corporate@transurban.com

Telephone +613 8656 8900

www.transurban.com

Facsimile +613 8656 8585

This appendix is notavailable as an online form

Please fill in and submit as a PDF announcement

+Rule 3.10.3A, 3.10.3B, 3.10.3C

Question

Question

Answer

no

1.1

*Name of entity

Transurban Group

We (the entity here named) give notice of the issue,

conversion or payment up of the following unquoted

+securities.

1.2

*Registration type and number

Transurban Holdings Limited (THL)

Please supply your ABN, ARSN, ARBN, ACN or

(ABN 86 098 143 429)

another registration type and number (if you supply

Transurban International Limited (TIL)

another registration type, please specify both the type

of registration and the registration number).

(ABN 90 121 746 825)

Transurban Holding Trust (THT)

(ABN 30 169 362 255)

1.3

*ASX issuer code

TCL

1.4

*This announcement is

☒A new announcement

Tick whichever is applicable.

☐An update/amendment to a previous

announcement

☐A cancellation of a previous

announcement

1.4a

*Reason for update

Mandatory only if "Update" ticked in Q1.4 above. A

reason must be provided for an update.

1.4b

*Date of previous announcement to this

update

Mandatory only if "Update" ticked in Q1.4 above.

1.4c

*Reason for cancellation

Mandatory only if "Cancellation" ticked in Q1.4 above.

1.4d

*Date of previous announcement to this

cancellation

Mandatory only if "Cancellation" ticked in Q1.4 above.

1.5

*Date of this announcement

26 October 2020

+ See chapter 19 for defined terms

Page 1

31 January 2020

This appendix is notavailable as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

Part 2 - Type of issue

Question

Question

Answer

No.

2.1

*The +securities the subject of this

☐+Securities issued as a result of options

notification are:

being exercised or other +convertible

Select whichever item is applicable.

+securities being converted and that are

If you wish to notify ASX of different types of issues of

not to be quoted on ASX

securities, please complete a separate Appendix 3G

☐Partly paid +securities that have been

for each type of issue.

fully paid up and that are not to be

quoted on ASX

☒+Securities issued under an +employee

incentive scheme that are not being

immediately quoted on ASX

☐Other [please specify]

If you have selected 'other' please provide the

circumstances of the issue here:

2.2a.1

Please state the number and type of

options that were exercised or other

+convertible securities that were converted

(including their ASX security code if

available)?

Answer this question if your response to Q2.1 is

"securities issued as a result of options being

exercised or other convertible securities being

converted and that are not to be quoted on ASX".

2.2a.2

And the date the options were exercised or

other +convertible securities were

converted:

Answer this question if your response to Q2.1 is

"securities issued as a result of options being

exercised or other convertible securities being

converted and that are not to be quoted on ASX".

Note: If this occurred over a range of dates, enter the

date the last of the options was exercised or

convertible securities was converted.

2.2b.1

Please state the number and type of partly

paid +securities that were fully paid up

(including their ASX security code if

available)?

Answer this question if your response to Q2.1 is

"partly paid securities that have been paid up and that

are not to be quoted on ASX".

2.2b.2

And the date the +securities were fully paid

up:

Answer this question if your response to Q2.1 is

"partly paid securities that have been paid up and that

are not to be quoted on ASX".

Note: If this occurred over a range of dates, enter the

date the last of the securities was fully paid up.

+ See chapter 19 for defined terms

Page 2

31 January 2020

This appendix is notavailable as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

2.2c.1

Please state the number and type of

934,868 Performance Awards (unquoted)

+securities (including their ASX security

(ASX code: TCLAA). Each Performance

code) issued under an +employee

Award is a right to receive a stapled security

incentive scheme that are not being

in Transurban Group (ASX code: TCL, each

immediately quoted on ASX

comprising a share in THL, share in TIL and

Answer this question if your response to Q2.1 is

unit in THT) or an equivalent cash payment,

"securities issued under an employee incentive

subject to the achievement of performance

scheme that are not being immediately quoted on

and vesting conditions.

ASX".

2.2c.2

*Please attach a document or provide

Refer to pages 92 and 93 of Transurban

details of a URL link for a document lodged

Group's 2020 Corporate Report at

with ASX detailing the terms of the

www.transurban.com/corporate-report-2020

+employee incentive scheme or a

for a summary of the terms of Transurban

summary of the terms.

Group's Long Term Incentive Plan.

Answer this question if your response to Q2.1 is

"securities issued under an employee incentive

scheme that are not being immediately quoted on

ASX".

2.2c.3

*Are any of these +securities being issued

Yes

to +key management personnel (KMP) or

an +associate

Answer this question if your response to Q2.1 is

"securities issued under an employee incentive

scheme that are not being immediately quoted on

ASX".

2.2c.3.a

*Provide details of the recipients and the number of +securities issued to each of them.

Answer this question if your response to Q2.1 is "securities issued under an employee incentive scheme that are

not being immediately quoted on ASX" and your response to Q2.2c.3 is "Yes". Repeat the detail in the table

below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the

KMP or insert "Same" in "Name of registered holder". If the securities are being issued to an associate of a KMP,

insert the name of the associate in "Name of registered holder".

Name of KMP

Name of registered holder

Number of +securities

Louis Scott Charlton

Louis Scott Charlton

254,594

Jennifer Aument

Jennifer Aument

52,422

Henry Byrne

Henry Byrne

43,675

Michele Huey

Michele Huey

43,675

Sue Johnson

Sue Johnson

43,856

Simon Moorfield

Simon Moorfield

51,205

Hugh Wehby

Hugh Wehby

66,266

2.2d.1

*The purpose(s) for which the entity is

☐To raise additional working capital

issuing the +securities is:

☐To fund the retirement of debt

Answer this question if your response to Q2.1 is

☐To pay for the acquisition of an asset

"Other".

You may select one or more of the items in the list.

[provide details below]

☐To pay for services rendered

[provide details below]

☐Other [provide details below]

Additional details:

+ See chapter 19 for defined terms

Page 3

31 January 2020

This appendix is notavailable as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

2.2d.2

Please provide any further information

needed to understand the circumstances in

which you are notifying the issue of these

+securities to ASX, including (if applicable)

why the issue of the +securities has not

been previously announced to the market

in an Appendix 3B

You must answer this question if your response to

Q2.1 is "Other". If there is no other information to

provide, please answer "Not applicable" or "N/A".

2.3

*The +securities being issued are:

☒Additional +securities in an existing

Tick whichever is applicable

unquoted class that is already recorded

by ASX ("existing class")

☐New +securities in an unquoted class

that is not yet recorded by ASX ("new

class")

Question

Question

Answer

No.

3A.1

*ASX security code & description

Performance Awards (ASX code: TCLAA)

3A.2

*Number of +securities being issued

934,868

3A.3a

*Will the +securities being issued rank

Yes

equally in all respects from their issue date

with the existing issued +securities in that

class?

3A.3b

*Is the actual date from which the

+securities will rank equally (non-ranking

end date) known?

Answer this question if your response to Q3A.3a is

"No".

3A.3c

*Provide the actual non-ranking end date

Answer this question if your response to Q3A.3a is

"No" and your response to Q3A.3b is "Yes".

3A.3d

*Provide the estimated non-ranking end

period

Answer this question if your response to Q3A.3a is

"No" and your response to Q3A.3b is "No".

3A.3e

*Please state the extent to which the

+securities do not rank equally:

•in relation to the next dividend,

distribution or interest payment; or

•for any other reason

Answer this question if your response to Q3A.3a is

"No".

For example, the securities may not rank at all, or may

rank proportionately based on the percentage of the

period in question they have been on issue, for the

next dividend, distribution or interest payment; or they

may not be entitled to participate in some other event,

such as an entitlement issue.

+ See chapter 19 for defined terms

Page 4

31 January 2020

This appendix is notavailable as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

Question

Question

Answer

No.

3B.1

*Security description

3B.2

*Security type

☐Ordinary fully or partly paid shares/units

Select one item from the list that best describes the

☐Options

securities the subject of this form. This will determine

more detailed questions to be asked about the security

☐+Convertible debt securities

later in this section. Select "ordinary fully or partly paid

☐Non-convertible +debt securities

shares/units" for stapled securities or CDIs. For interest

rate securities, please select the appropriate choice

☐Redeemable preference shares/units

from either "Convertible debt securities" or "Non-

convertible debt securities". Select "Other" for

☐Other

performance shares/units and performance

options/rights or if the selections available in the list do

not appropriately describe the security being issued.

3B.3

ISIN code

Answer this question if you are an entity incorporated

outside Australia and you are issuing a new class of

securities other than CDIs. See also the note at the top

of this form.

3B.4

*Number of +securities being issued

3B.5a

*Will all the +securities issued in this class

rank equally in all respects from the issue

date?

3B.5b

*Is the actual date from which the

+securities will rank equally (non-ranking

end date) known?

Answer this question if your response to Q3B.5a is

"No".

3B.5c

*Provide the actual non-ranking end date

Answer this question if your response to Q3B.5a is

"No" and your response to Q3B.5b is "Yes".

3B.5d

*Provide the estimated non-ranking end

period

Answer this question if your response to Q3B.5a is

"No" and your response to Q3B.5b is "No".

3B.5e

*Please state the extent to which the

+securities do not rank equally:

•in relation to the next dividend,

distribution or interest payment; or

•for any other reason

Answer this question if your response to Q3B.5a is

"No".

For example, the securities may not rank at all, or may

rank proportionately based on the percentage of the

period in question they have been on issue, for the

next dividend, distribution or interest payment; or they

may not be entitled to participate in some other event,

such as an entitlement issue.

+ See chapter 19 for defined terms

Page 5

31 January 2020

This appendix is notavailable as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

+ See chapter 19 for defined terms

Page 6

31 January 2020

This appendix is notavailable as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

*Exercise price

The price at which each option can be exercised and

convert into the underlying security. If there is no

exercise price please answer as $0.00.

The exercise price should be provided per the

security currency (i.e. if the security currency is AUD,

the exercise price should be expressed in AUD).

*Expiry date

The date on which the options expire or terminate.

*Details of the number and type of

+security (including its ASX security code if

the +security is quoted on or recorded by

ASX) that will be issued if an option is

exercised

For example, if the option can be exercised to receive

one fully paid ordinary share with ASX security code

ABC, please insert "One fully paid ordinary share

(ASX:ABC)".

3B.8c

Details of non-convertible +debt securities, +convertible debt securities, or

redeemable preference shares/units

Answer the questions in this section if you selected one of these security types in your response to Question

3B.2.

Refer to Guidance Note 34 and the "Guide to the Naming Conventions and Security Descriptions for ASX Quoted

Debt and Hybrid Securities" for further information on certain terms used in this section

*Type of +security

☐Simple corporate bond

Select one item from the list

☐Non-convertible note or bond

☐Convertible note or bond

☐Preference share/unit

☐Capital note

☐Hybrid security

☐Other

*+Security currency

This is the currency in which the face value of the

security is denominated. It will also typically be the

currency in which interest or distributions are paid.

Face value

This is the principal amount of each security.

The face value should be provided per the security

currency (i.e. if security currency is AUD, then the

face value per security in AUD).

*Interest rate type

☐Fixed rate

Select one item from the list

☐Floating rate

Select the appropriate interest rate type per the terms

☐Indexed rate

of the security. Definitions for each type are provided

in the Guide to the Naming Conventions and Security

☐Variable rate

Descriptions for ASX Quoted Debt and Hybrid

Securities

☐Zero coupon/no interest

☐Other

Frequency of coupon/interest payments

☐Monthly

per year

☐Quarterly

Select one item from the list.

☐Semi-annual

☐Annual

☐No coupon/interest payments

☐Other

+ See chapter 19 for defined terms

Page 7

31 January 2020

This appendix is notavailable as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

First interest payment date

A response is not required if you have selected "No

coupon/interest payments" in response to the

question above on the frequency of coupon/interest

payments

Interest rate per annum

Answer this question if the interest rate type is fixed.

*Is the interest rate per annum estimated

at this time?

Answer this question if the interest rate type is fixed.

If the interest rate per annum is estimated,

then what is the date for this information to

be announced to the market (if known)

Answer this question if the interest rate type is fixed

and your response to the previous question is "Yes".

Answer "Unknown" if the date is not known at this

time.

*Does the interest rate include a reference

rate, base rate or market rate (e.g. BBSW

or CPI)?

Answer this question if the interest rate type is floating

or indexed

*What is the reference rate, base rate or

market rate?

Answer this question if the interest rate type is floating

or indexed and your response to the previous

question is "Yes".

*Does the interest rate include a margin

above the reference rate, base rate or

market rate?

Answer this question if the interest rate type is floating

or indexed.

*What is the margin above the reference

rate, base rate or market rate (expressed

as a percent per annum)

Answer this question if the interest rate type is floating

or indexed and your response to the previous

question is "Yes".

*S128F of the Income Tax Assessment Act

☐s128F exempt

status applicable to the +security

☐Not s128F exempt

Select one item from the list

☐s128F exemption status unknown

For financial products which are likely to give rise to a

payment to which s128F of the Income Tax

☐Not applicable

Assessment Act applies, ASX requests issuers to

confirm the s128F status of the security:

•"s128F exempt" means interest payments are not

taxable to non-residents;

•"Not s128F exempt" means interest payments are

taxable to non-residents;

•"s128F exemption status unknown" means the

issuer is unable to advise the status;

•"Not applicable" means s128F is not applicable to

this security

*Is the +security perpetual (i.e. no maturity

date)?

*Maturity date

Answer this question if the security is not perpetual

+ See chapter 19 for defined terms

Page 8

31 January 2020

This appendix is notavailable as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

*Select other features applicable to the

☐Simple

+security

☐Subordinated

Up to 4 features can be selected. Further information

is available in the Guide to the Naming Conventions

☐Secured

and Security Descriptions for ASX Quoted Debt and

☐Converting

Hybrid Securities.

☐Convertible

☐Transformable

☐Exchangeable

☐Cumulative

☐Non-Cumulative

☐Redeemable

☐Extendable

☐Reset

☐Step-Down

☐Step-Up

☐Stapled

☐None of the above

*Is there a first trigger date on which a right

of conversion, redemption, call or put can

be exercised (whichever is first)?

*If yes, what is the first trigger date

Answer this question if your response to the previous

question is "Yes".

Details of the number and type of +security

(including its ASX security code if the

+security is quoted on ASX) that will be

issued if the securities to be quoted are

converted, transformed or exchanged

Answer this question if the security features include

"converting", "convertible", "transformable" or

"exchangeable".

For example, if the security can be converted into

1,000 fully paid ordinary shares with ASX security

code ABC, please insert "1,000 fully paid ordinary

shares (ASX:ABC)".

Part 4 - Issue details

Question

Question

Answer

No.

4.1

*Have the +securities been issued yet?

Yes

4.1a

*What was their date of issue?

22 October 2020

Answer this question if your response to Q4.1 is

"Yes".

4.1b

*What is their proposed date of issue?

Answer this question if your response to Q4.1 is "No".

4.2

*Are the +securities being issued for a

No

cash consideration?

If the securities are being issued for nil cash

consideration, answer this question "No".

+ See chapter 19 for defined terms

Page 9

31 January 2020

This appendix is notavailable as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

4.2a

*In what currency is the cash consideration

being paid

For example, if the consideration is being paid in

Australian Dollars, state AUD.

Answer this question if your response to Q4.2 is

"Yes".

4.2b

*What is the issue price per +security

Answer this question if your response to Q4.2 is "Yes"

and by reference to the issue currency provided in

your response to Q4.2a.

Note: you cannot enter a nil amount here. If the

securities are being issued for nil cash consideration,

answer Q4.2 as "No" and complete Q4.2c.

4.2c

Please describe the consideration being

Performance Awards are being issued at no

provided for the +securities

cost under Transurban Group's Long Term

Answer this question if your response to Q4.2 is "No".

Incentive Plan.

4.3

Any other information the entity wishes to

provide about the issue

*ASX security code and description

*Total number of +securities on issue

Performance Awards (ASX code: TCLAA)

3,008,787

+ See chapter 19 for defined terms

Page 10

31 January 2020

This appendix is notavailable as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

6.2b.1

*How many +securities are being issued

680,274 Performance Awards are being

without +security holder approval using the

issued using Transurban Group's 15%

entity's 15% placement capacity under

placement capacity under Listing Rule 7.1.

listing rule 7.1?

254,594 Performance Awards were granted

Answer this question if the response to Q6.1 is "No",

to the CEO, with the approval of security

the response to Q6.2 is "No" and the response to

holders at the 2020 AGM under Listing Rule

Q6.2b is "Yes".

10.14 and are not included in the 15%

Please complete and separately send by email to your

placement capacity.

ASX listings adviser a work sheet in the form of

Annexure B to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1 to issue

that number of securities.

6.2c

*Are any of the +securities being issued

No

without +security holder approval using the

entity's additional 10% placement capacity

under listing rule 7.1A (if applicable)?

Answer this question if the response to Q6.1 is "No"

and the response to Q6.2 is "No".

6.2c.1

*How many +securities are being issued

without +security holder approval using the

entity's additional 10% placement capacity

under listing rule 7.1A?

Answer this question if the response to Q6.1 is "No",

the response to Q6.2 is "No" and the response to

Q6.2c is "Yes".

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure C to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1A to

issue that number of securities.

+ See chapter 19 for defined terms

Page 12

31 January 2020