Test de Hipótesis

(a) the fi nancial statements and notes set out on pages 41 to 78 are in accordance with the Corporations Act 2001, including:

(i) complying with Accounting Standards, the Corporations Regulation 2001 and other mandatory professional reporting requirements; and

(ii) giving a true and fair view of the Company’s and consolidated entity’s fi nancial position as at 30 June 2009 and of their performance, for the fi nancial year ended on that date; and

(b) there are reasonable grounds to believe that Envestra Ltd will be able to pay its debts as and when they become due and payable; and

(c) the audited remuneration disclosures set out on pages 33 to 39 of the Directors’ Report comply with Accounting Standards AASB 124 Related Party Disclosures and the Corporations Regulations 2001; and

(d) at the date of this declaration, there are reasonable grounds to believe that the members of the Extended Closed Group identifi ed in note 33 will be able to meet any obligations or liabilities to which they are, or may become, subject by virtue of the Deed of Cross Guarantee described in note 33.

The Directors have been given the declaration by the Managing Director and Chief Financial Offi cer required by section 295A of the Corporations Act 2001.

This declaration is made in accordance with a resolution of the Directors.

John Geoffrey Allpass Adelaide

Chairman 28 August 2009

39

PricewaterhouseCoopers ABN 52 780 433 757

91 King William Street ADELAIDE SA 5000 GPO Box 418 ADELAIDE SA 5001 DX 77 Adelaide Australia

Telephone +61 8 8218 7000 Facsimile +61 8 8218 7999 www.pwc.com/au

Liability limited by a scheme approved under Professional Standards Legislation.

Report on the financial report

We have audited the accompanying financial statements of Envestra Limited (the company), which comprises the balance sheet as at 30 June 2009, and the income statement, statement of changes in equity and cash flow statement for the year ended on that date, a summary of significant accounting policies, other explanatory notes and the directors’ declaration for both Envestra Limited and the Envestra Limited Group (the consolidated entity). The consolidated entity comprises the company and the entities it controlled at the year’s end or from time to time during the financial year.

Directors’ responsibility for the financial report

The directors of the company are responsible for the preparation and fair presentation of the financial report in accordance with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Act 2001. This responsibility includes establishing and maintaining internal controls relevant to the preparation and fair presentation of the financial report that is free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements, that compliance with the Australian equivalents to International Financial Reporting Standards ensures that the financial report, comprising the financial statements and notes, complies with International Financial Reporting Standards.

Auditor’s responsibility

Our responsibility is to express an opinion on the financial report based on our audit. We conducted our audit in accordance with Australian Auditing Standards. These Auditing Standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.

Independent auditor’s report to the members of Envestra Limited

Liability limited by a scheme approved under Professional Standards Legislation.

Independent auditor’s report to

the members of Envestra Limited (continued)

Our procedures include reading the other information in the Annual Report to determine whether it contains any material inconsistencies with the financial report.

Our audit did not involve an analysis of the prudence of business decisions made by directors or management.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

Independence

In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001.

Auditor’s opinion In our opinion:

(a) the financial report of Envestra Limited is in accordance with the Corporations Act 2001, including:

(i) giving a true and fair view of the company’s and consolidated entity’s financial position as at 30 June 2009 and of their performance for the year ended on that date; and

(ii) complying with Australian Accounting Standards (including the Australian Accounting Interpretations) and the Corporations Regulations 2001; and

(b) the financial report also complies with International Financing Reporting Standards as disclosed in Note 1.

Report on the Remuneration Report

We have audited the Remuneration Report included in pages 33 to 39 of the directors’ report for the year ended 30 June 2009. The directors of the company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards.

Auditor’s opinion

In our opinion, the Remuneration Report of Envestra Limited for the year ended 30 June 2009, complies with section 300A of the Corporations Act 2001.

PricewaterhouseCoopers

Andrew Forman Adelaide

Partner 28 August 2009

Number of shareholders

At 28 August 2009, there were 18,323 shareholders

Twenty largest shareholders

The percentage of the total holdings held by or on behalf of the 20 largest holders of shares at 28 August 2009 was as follows:

1,001 - 5,000 2,421 8,524,312 0.65

5,001 - 10,000 3,583 28,883,351 2.21

10,001 - 100,000 11,372 328,469,836 25.13

100,001 and over 553 940,927,082 71.99

Total 18,323 1,307,029,746 100.00

Shareholders holding less than a marketable parcel of 398 shares

Organisation Shares

Percentage of shares

Australian Pipeline Ltd 396,807,986 30.36 Cheung Kong Infrastructure

Holdings (Malaysian) Ltd 240,489,032 18.40 HSBC Custody Nominees

(Australia) Ltd 48,361,257 3.70

J P Morgan Nominees

Australia Ltd 38,144,109 2.92

National Nominees Ltd 26,543,903 2.03 Citicorp Nominees Pty Ltd 24,248,229 1.86 Bond Street Custodians Ltd 10,352,117 0.79

ANZ Nominees Ltd 8,634,859 0.66

Sellers Holdings Pty Ltd 6,025,000 0.46

Argo Investments Ltd 5,545,412 0.42

Corporate Positioning Pty Ltd 4,250,000 0.33

Organisation Shares

Percentage of shares

Queensland Investment

Corporation 3,773,190 0.29

RBC Dexia Investor Services

Australia Nominees Pty Ltd 3,327,122 0.25

Ramsleigh Pty Ltd 3,000,000 0.23

UBS Wealth Management

Australia Nominees Pty Ltd 2,631,831 0.20 Mr Andrew Bruce

& Mrs Wendy Bruce 2,600,000 0.20 National Exchange Pty Ltd 2,425,000 0.19 Questor Financial

Services Ltd 2,402,022 0.18

Australian Executor

& Trustees 2,364,066 0.18

AMP Life Ltd 2,072,691 0.16

Total for top 20 833,997,826 63.81

Substantial shareholders

Substantial shareholder notices have been received as follows:

Organisation Shares

Percentage of shares

Australian Pipeline Ltd 396,807,986 30.36

Cheung Kong Infrastructure Holdings (Malaysian) Ltd 240,489,032 18.40