LICENCE AQUASURE PTY LTD. Holder of Licence: Issued:

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AQUASURE PTY LTD Holder of LICENCE Issued: ACN: Registered Address: Premises Address: Scheduled Categories: K04 30/11/2012 135 956 393 7 492 St Kilda RD MELBOURNE VIC 3000 434 LOWER POWLETT RD DALYSTON VIC 3992 Water Desalination Plants TIM EATON Unit Manager Development Assessments Delegate of the Environment Protection Authority Issued Under the Environment Protection Act 1970, Section 20

PREAMBLE Environmental licensing Who we are: The Victorian Environment Protection Authority (EPA Victoria) is an independent statutory authority established under the Environment Protection Act 1970 (the ACT). Our purpose is to protect and improve our environment by preventing harm to the environment and human health. Why we license: EPA is responsible for preventing or controlling pollution (including noise) and improving the quality of the environment. This responsibility includes regulating activities that may present a danger to the environment. One of the tools available to EPA is the licensing of certain scheduled premises that may present a risk to the environment. Section 20 of the Act requires occupiers of the scheduled premises to obtain an EPA licence to discharge, handle, treat or dispose of waste to the environment. These premises are defined in the Environment Protection (Scheduled Premises and Exemptions) Regulations 2007 (the Regulations). How we licence: EPA will issue a licence when satisfied that an applicant has put in place measures to protect the environment. Licences allow activities to occur and set performance outcomes based on a site's environmental risk. EPA can amend, suspend or revoke a licence in response to changes in standards, site activities or licence-holder performance. Licence-holders must submit an annual performance statement and pay an annual fee to EPA. All Licences and performance statements are publicly available. Licence information and obligations For the purpose of this licence `You' means the licence-holder identified on the first page of this licence at the `premises' identified on the first page and represented in Schedule 1. If you object to any of the licence conditions, you may have the decision reviewed by applying in writing to the Registrar, Planning Division, Victorian Civil and Administrative Tribunal (VCAT), 7 th Floor, 55 King Street, Melbourne within 21 days of the date of issue. An application fee may be applicable when lodging an appeal with VCAT. Contact VCAT on (03) 9628 9777 for further details on fees associated with an appeal. A copy of the appeal should also be forwarded to the Manager, Development Assessments Unit, Environment Protection Authority, GPO Box 4395, Melbourne, 3001, within 7 days of lodgement of the appeal. Interested (third) parties may also appeal against the licence within 21 days of the date of issue. The Tribunal will notify you if such appeals are received. If an appeal is lodged, this licence will not come into effect. Compliance: You must comply at all times with the Act and all policies and regulations administered by EPA. Strict penalties apply for non-compliance with any part of your licence or making a false claim on your annual performance statement. Licence structure and support Structure: Your licence has multiple parts: Environmental performance conditions - setting out the performance outcomes you must meet; Schedule 1A - locality plan of your premises; Schedule 1B - plan of premises provided by you; Some types of licences also contain Schedule 1C - final landfill contour plans and/or Schedule 2 - tables specifying wastes that may be accepted at the premises and the associated treatment applied to them. Last Amended: Page 2 of 6

CONDITIONS General Conditions LI_G1 LI_G2 LI_G3 LI_G4 LI_G5 Waste from the premises must not be discharged to the environment except in accordance with this licence. You must immediately notify EPA of non-compliance with any condition of this licence. By 30 September each year you must submit an annual performance statement to EPA for the previous financial year in accordance with the Annual Performance Statement Guidelines (EPA Publication 1320). Documents and monitoring records used for preparation of the annual performance statement must be retained at the premises for seven years from the date of each statement. You must implement a monitoring program that enables you and EPA to determine compliance with this licence. Amenity Conditions LI_A1 LI_A2 Offensive odours must not be discharged beyond the boundaries of the premises. Unacceptable noise (including vibration) must not be emitted beyond the boundaries of the premises. Waste Acceptance Conditions Licence does not have any waste acceptance conditions Waste Management Conditions Licence does not have any waste management conditions Landfill Conditions Licence does not have any landfill conditions Air Conditions Licence does not have any discharge to air conditions Water Conditions LI_DW1 LI_DW2 Stormwater discharged from the premises must not be contaminated with waste. Discharge of waste to surface waters must be in accordance with the 'Discharge to Water' Table. Last Amended: Page 3 of 6

Discharge to Water Table Discharge Limits Discharge Point No Description of Discharge Points Indicator Limit Type Unit Discharge Limit 1 & 2 Bass Strait Outfall Flow Rate Max Daily flow ML/D 1,164 Dissolved oxygen as mg/l Minimum mg/l 4 Electrical conductivity Maximum µs/cm 100,000 Turbidity Maximum NTU 6 ph Maximum ph 9 ph Minimum ph 6 mg/l = Milligram/litre ML/D = Megalitre per day NTU = Nephelometric Turbidity Units ph = ph Units µs/cm = Microsiemens per centimeter LI_DW2.11 LI_DW2.12 LI_DW2.13 LI_DW3 Discharge limits in the Discharge to water table must be based on 24 hour averages. Minimum discharge flow rate from the premises must be 2.09 kilolitres/second when the plant is discharging brine more than the background salinity. Turbidity in NTU of the discharge must not be more than the background level in the receiving surface water plus the limit specified in the Discharge to Water Table. The mixing zone extends 180 metres radius from the 2 risers relative to the licensed waste discharge point. Land Conditions LI_DL1 You must not contaminate land or groundwater. Last Amended: Page 4 of 6

Licence SCHEDULE 1A - LOCALITY PLAN Company Name: AQUASURE PTY LTD ACN: 135 956 393 Premises Address: 434 LOWER POWLETT RD, DALYSTON VIC 3992 Issued: 30/11/2012 Before relying on the information in this map, users should carefully evaluate its accuracy, currency, completeness and relevance for their purposes, and should obtain any appropriate professional advice relevant to their particular circumstances. Last Amended: Page 5 of 6

SCHEDULE 1B - PREMISES PLAN Company Name: AQUASURE PTY LTD ACN: 135 956 393 Premises Address: 434 LOWER POWLETT RD, DALYSTON VIC 3992 Issued: 30/11/2012 Before relying on the information in this map, users should carefully evaluate its accuracy, currency, completeness and relevance for their purposes, and should obtain any appropriate professional advice relevant to their particular circumstances. Last Amended: Page 6 of 6