CPP Investment Board

CPP Investment Board

March 13, 2008 17:20 ET

Canada Pension Plan Investment Board Confirms Successful Response from Auckland International Airport Shareholders

AUCKLAND, NEW ZEALAND--(Marketwire - March 14, 2008) - The Canada Pension Plan Investment Board (CPPIB) today announced that its partial offer for 39.2% of the fully paid ordinary shares in Auckland International Airport Limited (AIAL) has met the required levels of approvals and acceptances.

As at 5:00 p.m. on 13 March 2008, acceptances totalling 62.4662% of the fully paid ordinary shares in AIAL had been lodged and more than 27,600 acceptance forms have been received. 973,962,269 shares were voted (representing 79.7% of the total shares in the company), of which 57.7% were in favour of CPPIB's offer, indicating that CPPIB has successfully achieved the minimum acceptance condition and approval under Rule 10 of the Takeovers Code necessary to allow the offer to continue.

CPPIB's Vice President - Head of Infrastructure, Graeme Bevans, said he was delighted that Auckland Airport shareholders have shown their support by accepting and approving the offer.

"It has always been our objective to hold a minority stake in Auckland Airport and we have structured our offer to reflect this. It is our desire to be a cornerstone, long-term minority investor in Auckland International Airport and our investment will assist New Zealanders in maintaining control of this important strategic asset."

CPPIB announced earlier this week that it intends to voluntarily reduce its voting power on all shareholder resolutions, with the exception of resolutions that affect the rights attaching to CPPIB's shares, to 24.9% of all Auckland International Airport voting shares on issue. CPPIB has also voluntarily agreed to limit the number of directors associated with CPPIB that it will nominate for appointment to the AIAL board to a maximum of 25% of AIAL directors (but not in any case fewer than two directors).

These amendments were specifically made in order to respond to the new regulation announced by the New Zealand Minister of Finance and reinforce the fact that CPPIB will not have control over Auckland International Airport in any respect.

"We are confident that we will be able to meet the Overseas Investment criteria," said Graeme Bevans.

"CPPIB's team has significant aeronautical and infrastructure investment experience and extensive global industry contacts and we are pleased that Auckland International Airport shareholders have recognised the value we will bring to the table.

"We are looking forward to working with the Auckland Airport management team, Board members, and all shareholders including the Councils, as well as the New Zealand tourism industry, to grow this important gateway to New Zealand."

Under the terms of the offer, acceptance forms post-marked not later than 13 March 2008 may be counted as valid acceptances. CPPIB intends to update the market on the final level of acceptances by the middle of next week, once posted acceptance forms have been processed. CPPIB will also provide details of scaling once acceptance levels have been finalised. Once these details have been confirmed, AIAL shares that have been accepted into the offer but will not be taken up by CPPIB as a result of scaling will become tradable.

About CPP Investment Board:

The CPP Investment Board invests the funds not needed by the Canada Pension Plan to pay current benefits on behalf of 17 million Canadian contributors and beneficiaries. As at December 31, 2007, the CPP Fund was C$119.4 billion (NZ$148.7 billion) of which C$2.5 billion (NZ$3.1 billion) represents infrastructure investments. In order to build a diversified portfolio of CPP assets, the CPP Investment Board is investing in publicly-traded stocks, private equities, real estate, inflation-linked bonds, infrastructure and fixed income.

Based in Toronto, the CPP Investment Board is governed and managed independently of the Canada Pension Plan and at arm's length from governments.

UBS has acted as financial advisor and Bell Gully has acted as legal advisor to CPPIB.

Web site: www.cppib.ca

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