#1Delivering NOW Investor Presentation Investor road show - Singapore and Hong Kong 20-21 November 2013 Yield, Growth and Quality sparkinfrastructure#2Presentation Agenda 1. OVERVIEW 2. REGULATION 3. GROWTH 4. HY2013 PERFORMANCE - SPARK INFRASTRUCTURE 5. HY2013 PERFORMANCE - ASSET COMPANIES 6. SUMMARY AND OUTLOOK APPENDICES#31. OVERVIEW#4SPARK INFRASTRUCTURE Overview Australian based specialist infrastructure fund with a portfolio of high quality regulated electricity distribution businesses Listed on the ASX in December 2005 with a current market capitalisation of around AUD$2.2 billion Objective is to invest in regulated electricity and gas distribution or transmission assets, or water and sewerage assets in established regulatory jurisdictions (with Australia being a focus in the short term), that offer predictable earnings and reliable cashflows Currently holds a 49% interest in SA Power Networks (formerly known as ETSA Utilities), CitiPower and Powercor (Victoria Power Networks). The remaining 51% is held by Cheung Kong Infrastructure and Power Assets Holdings (both Hong Kong companies). The total Regulated Asset Base ("RAB") of the Asset Companies was around $8.3 billion at 30 June 2013 (Spark Infrastructure's share is 49% - $4.1 billion). Stapled security Stapled security consists of Spark Trust Loan Notes and Spark Trust Units holders Loan notes: $0.65 per unit @ 10.85% > Spark Trust Spark Holdings 1 Spark Holdings 2 Spark Holdings 3 Spark Victoria 49% Victoria Power Networks Spark SA 49% SA Power Networks sparkinfrastructure SPARK INFRASTRUCTURE - INVESTOR PRESENTATION - NOVEMBER 2013 4#5CURRENT ASSET PORTFOLIO Regulated growth and reliable cashflows NORTHERN TERRITORY QUEENSLAND WESTERN AUSTRALIA SOUTH AUSTRALIA NEW SOUTH WALES VICTORIA Melbourne TASMANIA Ananga Pantatjara Yankunyatara Lands SA Power Networks Powercor AUSTRALIA Q CITIPOWER SOUTH AUSTRALIA Mildura Muranga Tauta Lands VICTORIA METROPOLITAN MELBOURNE Yalata Lands Echuck MOONIE PONDS MORELAND ROAD Brunswick DUNDAS ROAD Honham Bendigo Shepparton CREEK Fort Augusta Streaky Bay Whyalla Part Prie C Marleston 109201 300-400-500 Scale in Km Harbour GREAT AUSTRALIAN BIGHT Port Linco St Marys Murray Victo Wanambool Cou Basmere Eleabeth Ballarat Kyneton Sunshine Melbourne Werribee Geelong MITHFIELD RD Cotton Froy Northcote DAREDIN WARA RIVER North Balwyns Kew North Melbourne CBD Collingwood Richmond Balwyn Port Hawthor Bridge PORT PHILLIP BAY YARRA Mebourne Melbourne Prahran RIVER Toorak Armadale St Kilda Caulfield South Camberwall TOORAK ROAD BALACLAVA ROAD Mount Gambier With the exception of South Australia and Victoria, all other electricity distribution and transmission networks in Australia are under State government ownerships Credit rating A-/A3 Credit rating A-/Baa1 Credit rating A- SPARK INFRASTRUCTURE - INVESTOR PRESENTATION - NOVEMBER 2013 5 Customers 836,365 Network availability 99.97% Customers 745,456 Network availability 99.97% Customers 319,755 Network availability 99.99% Next regulatory reset Jul 2015 Next regulatory reset Jan 2016 Next regulatory reset Jan 2016#6INVESTMENT PROPOSITION Yield plus Growth based on Quality HY 2013 distribution of 5.5cps and FY 2013 guidance of 11.0cps (up 4.8% on FY 2012). Yield of 6.7%¹ Reliable cashflows to Spark of $91.3 million for the six months to 30 June 2013 Distributions fully covered by operating cashflows Expected growth in distributions remains at 3-5% per annum to 2015 Solid yield and growing distribution profile Quality assets delivering strong reliability, efficiency and safety Strong investment grade ratings Asset Companies de-leveraging towards 75% net debt to RAB by 2015 No capital raisings to fund Asset Company capex until 2015 at the earliest Deleveraging at the Spark level to further strengthen balance sheet Quality Asset Companies generating strong cashflows Regulatory environment supports investment Organic growth a key priority • Regulatory certainty to 2015/16 Regulatory regime remains incentive based with opportunities for outperformance Revenue and RAB are inflation protected. Pass through provisions apply for operating and capital costs The Australian Energy Market Commission (AEMC) continues to support investment through rule changes which drive a sensible framework 7-8% CAGR in RAB over 2010-15 RAB growth to 2015 at zero premium Current investments are generating reliable cashflows, possess strong balance sheets and consistently outperform regulatory benchmarks Focus on continuous improvement in capital and cost management, network planning, safety and customer service 1. Based on FY 2013 distribution guidance of 11.0cps and a closing market price of $1.64 on Friday, 15 November 2013 spark infrastructure SPARK INFRASTRUCTURE - INVESTOR PRESENTATION - NOVEMBER 2013 6#72. REGULATION#8CURRENT REGULATORY FRAMEWORK In-Built protections - No regulatory resets until 2015/2016. Regulated Asset Base (RAB) X Weighted Av. Cost of Capital (WACC)1 Well established, transparent regulatory process with resets every 5 years; CPI-X price formula Regulated Revenue (target) Depreciation² + Operating Expenditure Tax Regulated Tariff ☑ Forecast Volume Regulated Tariff 1. Based on 10 year Commonwealth Treasury Note. Includes both an equity premium and a debt premium (BBB+/Baa1) 2. Depreciation based on regulated economic life of assets Actual Volume Actual Revenue RAB AND REVENUES ARE ADJUSTED FOR INFLATION ANNUALLY (inflation protected) SPARK INFRASTRUCTURE - INVESTOR PRESENTATION - NOVEMBER 2013 8 sparkinfrastructure#9CURRENT REGULATORY SETTINGS TO 2015 SA Power Networks and Victoria Power Networks (100% figures) REGULATORY PERIOD SA Power Networks1 Victoria Power Networks2 1 Jul 2010-30 Jun 2015 1 Jan 2011 31 Dec 2015 Beta Risk Free Rate Debt risk premium (DRP) Market risk premium (MRP) Nominal vanilla WACC 0.8 0.8 5.89% 5.08% 2.98% 3.89%³ 6.50% 6.50% 9.76% 9.49% Nominal post tax return on equity (2010 decision) 11.09% 10.28% Gamma (Imputation) Net capex over 5 years ($ 2010) Opex over 5 years ($ 2010)4,5 Revenue (Nominal) 4,6 0.25 0.25 (following successful appeal) (following successful appeal) $1,636m $2,115m $1,080m $997m $3,930m $3,845m 1. 2. Figures relate to DUOS incl. Alternative Control Services (ACS) revenue. Figures relate to DUOS only 3. Victoria Power Networks DRP 3.89% following appeal outcomes (3.74% per final 2010 determination) 4. Figures revised for all successful outcomes, including $39.8 million (nominal dollars) vegetation management costs for SA Power Networks awarded in July 2013 Operating expenditure numbers adjusted for efficiency carryover amounts and S-factor amounts per determinations 5. 56 6. Revenue numbers not updated for actual CPI SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 9 spark infrastructure#10REGULATORY ENVIRONMENT DEVELOPMENTS Better Regulation Process The regulatory framework has been under review during 2012 and 2013: ► Numerous independent inquiries and reviews - e.g. Productivity Commission ► National Electricity & Gas Objectives and Regulatory Framework - Australia Energy Markets Commission (AEMC) ▸ Australian Energy Regulator (AER) Better Regulation process - new Guidelines and increased consumer involvement The AER has stated the following key principles as the foundation of its Better Regulation program 1: ► The need to encourage necessary and efficient investment ► Where possible, economic regulation should be incentive based ► Guidelines should be the product of extensive consultation and engagement Industry position: ▸ Investors want certainty - Following completion of the current reviews it is important that the system be bedded down and allowed to operate for the long term without further change ▸ The rate of return must reflect the real world - all market evidence suggests that required equity returns do not move in tandem with bond returns ►Incentives must be effective for all businesses the best performers must continue to be incentivised to improve further, or at least to maintain their standards, and should be rewarded accordingly. This principle must form the basis for the use of benchmarking and the setting of incentives 1. Mr Andrew Reeves, AER Chairman - Energy Networks Association regulation seminar, 24 July 2013 SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 10 spark infrastructure#11REGULATORY ENVIRONMENT Draft Rate of Return Guideline – issued 30 August 2013. Overview of the rate of return guideline Rate of return (the 'nominal vanilla WACC') Return on equity (40%) Funds raised from the market/investors Return on debt (60%) Funds raised from borrowing Imputation credits ('gamma) Affects a business' revenue through adjustments to its tax liability. Foundation model Sharpe-Lintner Capital Asset Pricing (CAPM) Parameters - - Market risk premium (range and point estimate) Equity beta (range and point estimate) Risk free rate (point estimate) Ten year term A range of models, methods, and information Set the range of inputs into the foundation model or assist in determining a point estimate within a range of estimates Trailing average approach For a debt portfolio with a proposed benchmark term of debt of seven years Estimation procedure Independent third party data provider (benchmark debt term of seven years and credit rating of BBB+ or equivalent) Conceptual framework and point estimate of 0.5 AER Draft position Sharp-Lintner CAPM remains central Other methodologies to add flexibility 7 year trailing average for debt costs Indicative gamma of 0.5 Beta of 0.7 Spark and Industry position Multi-model approach is more robust Other methodologies should carry more weight 10 year trailing average is preferable Gamma was set at 0.25 on appeal and should remain there AER data set is too limited and methodology is flawed - Beta 0.8+ Final Guideline expected mid December 2013 SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 11 spark infrastructure#12REGULATORY ENVIRONMENT Other reviews Issue Limited Merits Review Productivity Commission Report Commentary Largely positive outcome which retains the ability to appeal specific items without opening up the entire decision - not 'de novo' ■ Australian Competition Tribunal (ACT) as the review body Appellants required to establish both error and a materially preferable outcome in applying for leave to appeal Main recommendations: Revenue cap should apply to all electricity distribution businesses ■ Consumer participation should be improved and funded Reliability standards should be relaxed " ◉ Smart meters should be rolled out on a widespread basis ■ State owned operators should be privatised Status Finalised Decision made in June 2013 by the Standing Council on Energy and Resources (SCER) Finalised - Final report into the Electricity Network Regulatory Framework released in June 2013 ◉ Solar panel subsidies should be removed AER Expenditure Incentive Guideline AER Shared Assets Guideline Benchmarking should be used as a diagnostic tool ■ The incentive framework for capex will now match that which exists for opex- penalty for overspending from 30% to 100% ■ Regulatory depreciation will be used to roll forward the RAB Benchmarking tools are greatly increased and intended to play a far more significant role in the setting of allowances ■ No negative impact on efficient businesses Applies where unregulated revenues from shared assets exceed 1% of total annual revenue ■ AER proposes to reduce regulated revenues by around 10% of the value of unregulated revenues from shared assets ■ No material effect on the revenue of either SA Power Networks or Victoria Power Networks Final Guideline expected by the end of November 2013 Final Guideline expected by the end of November 2013 SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 12 sparkinfrastructure#133. GROWTH#14REGULATED PRICE PATH CPI minus X1 Regulated electricity sales revenues are determined by a price path set according to the CPI-X¹ formula. A negative X-Factor means a real increase in distribution tariffs Regulatory pricing period commences on 1 July each year for SA Power Networks and 1 January each year for Victoria Power Networks (Citi Power and Powercor) ► X-Factors below include all regulatory appeal outcomes ▸ Whilst CPI-X is the key underlying driver for tariff increases, the tariff increases implied by reported results includes adjustments for other factors CPI (%) SA Power Networks Actual X-Factor² Tariff increase (%) Actual/forecast CPI (%) 02 CITIPOWER Actual X-Factor² Tariff increase (%) Actual/forecast Tariff increase CPI (%) Powercor Actual X-Factor² (%) Actual/forecast 3 AUSTRALIA (Forecast) (Forecast) (Forecast) Year 1 2.89 Year 1 2.79 Year 1 2.79 -12.14 15.38 6.41 -3.80 -0.11 2.90 (1 Jul 10) -2.52 (1 Jan 11) -2.57 (1 Jan 11) -2.57 Year 2 3.33 Year 2 3.52 Year 2 3.52 -18.10 22.03 -4.00 7.66 -3.00 6.63 (1 Jul 11) -2.52 (1 Jan 12) -2.57 (1 Jan 12) -2.57 Year 3 1.58 Year 3 2.00 Year 3 2.00 -4.97 6.63 -6.78 8.92 -7.76 9.92 (1 Jul 12) -2.52 (1 Jan 13) -2.57 (1 Jan 13) -2.57 Year 4 2.50 Year 4 Year 4 -7.00 9.67 -7.80 10.57 -6.90 9.65 (1 Jul 13) -2.52 (1 Jan 14) -2.57 (1 Jan 14) -2.57 Year 5 Year 5 Year 5 -0.89 3.43 -7.80 10.57 -7.40 10.16 (1 Jul 14) -2.52 (1 Jan 15) -2.57 (1 Jan 15) -2.57 1. Whilst referred to as "CPI-X", the actual tariff increase formula used by regulator is: (1+CPI)x(1-x)-1. Source: AER 2. 3. Figures updated for regulatory appeals announced, excluding $39.8 million (nominal dollars) vegetation management costs for SA Power Networks awarded in July 2013 Figures for SA Power Networks exclude adjustments for STPIS, PV and Q-factor actual and forecast adjustments. Figures for Victoria Power Networks exclude STPIS and any other adjustments. SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 14 spark infrastructure#15RAB GROWTH RAB of $8.33 billion (100% basis) 8.33 8.08 7.37 6.73 6.09 5.83 5.64 5.41 $ billion 4.75 4.57 4.05 3.67 3.34 3.12 3.03 2.86 Victoria Power Networks SA Power Networks 3.06 3.32 3.51 3.58 2.55 2.61 2.71 2.75 2006 2007 2008 2009 2010 2011 2012 HY 2013 HY 2013: 3.1% growth in RAB (incl. AMI) 12 months to 30 June 2013: 8.7% growth in RAB (incl. AMI) 7-8% p.a. CAGR growth in RAB (incl. AMI) expected over the 5 year regulatory periods to 2015 Source: Asset Companies' estimates. Victoria Power Networks figures include AMI RAB SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 15 spark infrastructure#16CAPITAL EXPENDITURE (100%) SA $ million Power Networks CITIPOWER Powercor AUSTRALIA TOTALS HY 2013 HY 2012 HY 2013 HY 2012 HY 2013 HY 2012 Growth Capex 104.2 84.8 114.8 113.7 219.0 198.5 Growth Capex AMI - 67.1 61.3 67.1 61.3 Maintenance capex 79.0 68.4 57.2 40.7 136.2 109.1 Total 183.2 153.2 239.1 215.7 422.3 368.9 Increase (%) 19.6 10.8 14.5 Maintenance $ million capex spend Regulatory depreciation Less inflation uplift on RAB Net regulatory depreciation HY 2013 HY 2012 HY 2013 HY 2012 HY 2013 HY 2012 HY 2013 HY 2012 SA Power Networks 79.0 68.4 104.9 97.6 (20.6) (25.1) 84.3 72.5 13.8 8.9 48.8 45.3 (16.1) (19.8) 32.7 25.5 CITIPOWER Powercor 43.4 31.8 95.5 86.8 (29.4) (35.4) 66.1 51.4 AUSTRALIA Totals 136.2 109.1 249.2 229.7 (66.1) (80.3) 183.1 149.4 Spark 49% share 66.7 53.5 122.1 112.6 (32.4) (39.3) 89.7 73.2 spark infrastructure SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 16#174. HY 2013 PERFORMANCE SPARK INFRASTRUCTURE#18FINANCIAL HIGHLIGHTS - HY 2013 Delivering now Invested in regulated assets with stable cash flows Asset Companies delivering solid results in line with regulatory decisions Strong balance sheets with enhanced flexibility Growing distributions alongside strong and growing look-through cash flows Current Regulatory Asset Base (RAB) of $8.3 billion (est.) (Spark share $4.1 billion) ► Total RAB growth of 3.1% in HY 2013 reflecting net capital expenditure of $422.3 million (100% basis). 8.7% growth over last 12 months Victoria Power Networks appeal revenues ($149.0 million) being recovered from 1 January 2013 ► Total revenue of $1,049.2 million (100% ex customer contributions) - up 10.3% on HY 2012 ▸ Distribution revenue of $802.5 million - up 8.0% on HY 2012 Total operating costs of $346.3 million (100%) - up 9.6% on HY 2012 Aggregate EBITDA of $702.9 million (100% ex customer contributions) - up 10.7% on HY 2012 ► Asset Company Net debt to RAB at 30 June 2013 is 79.5% (0.2% reduction in half year; 2.3% reduction over last 12 months) ► No refinancing of Asset Company long term debt maturities until September 2014 ► Refinancing of Spark corporate debt during March 2013 on improved terms and conditions. Paid down $30.0 million of drawn debt during HY 2013. Standalone gearing less than 1.0% ► 5.50cps in HY 2013; guidance of 11.0cps for FY 2013 - up 4.8% on FY 2012 ► Continue to fund distributions from operating cash flows. HY 2013 standalone payout ratio of 87.6%-80% target for periods to 2015 ► Look through operating cash flow of $119.2 million in HY 2013 - up 64.8% on HY 2012. Look through payout ratio of 66.0% for HY 2013 SPARK INFRASTRUCTURE - INVESTOR PRESENTATION - NOVEMBER 2013 18 spark infrastructure#19OPERATIONAL OVERVIEW - HY 2013 Delivering into the future Sales volumes and long term trends Total electricity sales volumes for HY 2013 of 13,871 GWh - in line with HY 2012 ► Volumes are expected to trend downwards over the current regulatory periods to 2015 Additional revenue locked in ATO matters Regulatory review processes ► SA Power Networks gained approval for pass through of additional vegetation management costs $39.8 million will be recovered in the 2014/15 regulatory year ► SA Power Networks has signed an initial 3 year contract with the National Broadband Network Company (NBNCO) as a Tier 1 supplier of design and construction services. This construction will roll out the NBN to around 300,000 premises in South Australia Spark Infrastructure (as a tax payer for SA Power Networks) and Victoria Power Networks continue to engage with the ATO on the range of matters under audit previously disclosed ► Amended Assessment Notices now received by VPN for 2008-2010 tax years ► The taxpayers are ready to vigorously defend all ATO matters Rate of return guidelines - the challenge for the AER is to embrace its new discretion in a manner which promotes investment. Final Guideline expected mid-December 2013 ▸ Expenditure incentive guidelines - Final Guideline expected end November 2013. AER proposals support businesses that operate efficiently Limited Merits Review - The Standing Council on Energy and Resources (SCER) decision largely favourable and consistent with Financial Investors Group (FIG) submission SPARK INFRASTRUCTURE - INVESTOR PRESENTATION - NOVEMBER 2013 19 sparkinfrastructure#20FINANCIAL HIGHLIGHTS - HY 2013 Spark Infrastructure HY 2013 HY 2012 % Change Spark dps 5.50cps 5.25cps 4.8 Distribution $73.0m $69.7m 4.8 Distribution payout ratio - standalone 87.6% 87.0% +0.6% Distribution payout ratio - lookthrough (post Spark costs) 66.0% 112.2% -46.2% Total Asset Company distributions to Spark $91.3m $90.4m 1.0 Standalone OCF $83.3m $80.1m 4.1 Standalone OCF per security 6.3cps 6.0cps 4.1 Lookthrough OCF per security (post Spark costs) 8.3cps 4.7cps 76.6 Net debt to RAB (Asset Company level)1 79.5% 81.8% -2.3% 1.Based on Asset Company estimates - including DUOS and AMI RAB. SPARK INFRASTRUCTURE - INVESTOR PRESENTATION - NOVEMBER 2013 20 spark infrastructure#21FINANCIAL PERFORMANCE – HY 2013 Spark Infrastructure UNDERLYING RESULTS - HALF YEAR ENDED 30 June 2013 HY 2013 ($m) HY 2012 ($m) % Change Total income 156.6 153.7 1.9 General, administrative and employee expenses1 SDP bid costs Swap cancellation costs Previously capitalised borrowing costs² Interest expense (gross) - senior debt Profit before loan note interest and tax (4.3) (2.6) 64.9 (4.6) n/m (2.2) n/m (1.0) n/m (2.4) (4.7) (49.3) 146.7 141.8 3.5 Loan Note Interest (Distributions to Securityholders) (46.4) (46.7) (0.6) Income tax (expense)/benefit³ (24.3) 1.1 n/m Profit attributable to Securityholders - underlying Profit attributable to Securityholders - statutory 76.0 96.2 (21.0) 76.0 88.7 (14.3) 1. HY 2012 includes $1.3 million of provision write back 2. Unamortised borrowing costs attached to the old syndicated facilities 3. Previously unrecognised tax losses fully recognised at 31 December 2012. Income tax is currently a non-cash item sparkinfrastructure SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 21#22$m 450 OPERATING CASH FLOW MODEL - HY 2013 Asset Companies producing 9.0 cps Operating Cash Lookthrough Operating Cashflow (Spark 49% Share) 400 28.8cps -2.8cps ($37.0m) 26.0cps -8.0cps 350 300 250 ($106.6m) -6.8cps $73.0m Distributions to securityholders 200 $382.3m ($89.8m) 8.3cps $345.3m -2.1cps 150 ($28.2m) -0.1cps 9.0cps ($1.5m) 100 $30.0m Debt repayments $119.2m 50 EBITDA Customer Contributions EBITDA excl CC and GA (incl. Gifted less: Net Finance charges (cash) less: Net regulatory depreciation +/- Net Working Capital Mvmts Less VPN disputed tax payments* Assets) * $3.1 million paid to the ATO by VPN with respect to the disputed 2007 income tax year amended assessment. 1. Including senior debt interest, swap cancellation and re-finance transaction costs SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 22 Operating C/Flow Other costs $4.0m Surplus cash $7.7m Senior debt interest and swap cancellation costs 1 $4.5m sparkinfrastructure#235. HY 2013 PERFORMANCE ASSET COMPANIES#24AGGREGATED FINANCIAL PERFORMANCE – HY 2013 - (100% results) SA Power Networks and Victoria Power Networks HALF YEAR ENDED 30 June 2013 (100% basis) HY 2013 HY 2012 Change $m $m % Regulated Revenue - DUOS 802.5 743.2 8.0 Regulated Revenue - AMI Semi-regulated Revenue - Other 69.3 62.6 10.7 43.1 42.2 2.1 Unregulated Revenue 134.3 103.2 30.1 Total Revenue (ex customer contributions) 1,049.2 951.2 10.3 Semi-regulated Revenue - customer contributions 77.3 91.1 (15.2) Total Revenue 1,126.5 1,042.3 8.1 Total Operating Costs (346.3) (316.0) 9.6 EBITDA (ex customer contributions) 702.9 635.2 10.7 EBITDA (incl customer contributions) 780.2 726.3 7.4 EBITDA Margin (ex customer contributions) 67.0% 66.8% 0.2% Capital Expenditure (Net) 422.3 368.9 14.5 sparkinfrastructure SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 24#25SA POWER NETWORKS - HY 2013 (100% results) Financial HY 2013 HY 2012 Change Operational HY 2013 HY 2012 Change Change % $m $m % Customer numbers Employee numbers Regulated revenue - DUOS 418.6 408.5 2.5 Network availability (%) 99.97% 836,365 832,072 2,117 2,003 99.98% 4,293 0.5 114 5.7 -0.01% (0.0) Semi-regulated - other 21.3 21.4 (0.5) Volume sold (GWh) 5,531 5,523 8 0.1 Unregulated revenue 67.8 61.9 9.5 Total revenue (ex customer contributions) 507.7 491.8 3.2 Customer contributions incl gifted assets 43.5 60.7 Total revenue 551.2 552.5 (0.2) Cash operating costs (150.2) (141.0) 6.5 EBITDA (ex customer contributions) 357.5 350.8 1.9 (28.3) Regulated distribution revenue: CPI-X increase - July 2012 6.63%¹ $21 million 2011/12 regulatory year STPIS accrued (HY 2012: $15 million, HY 2013: $6 million) - being recovered from 1 July 2013 No 2012/13 regulatory STPIS accrued EBITDA 401.0 411.5 (2.5) EBITDA ex customer contributions margin 70.4% 71.3% (0.9) Operating costs up 6.5%: Total Capex (net) 183.2 153.2 19.6 1. Excluding adjustments for recovery of STPIS, PV and Q-factor SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 25 Higher unregulated related costs in line with increased revenues $7 million higher superannuation expense (non-cash) resulting from accounting standard amendments spark infrastructure#26SA POWER NETWORKS - HY 2013 Business update SA Power Networks Electricity sales volumes HY 2013 Quantity (GW h) HY 2012 Variance Residential/Domestic Hot Water 1,647 1,715 (4.0%) 267 294 (9.2%) Small Business Large Business 2,865 2,809 2.0% 688 650 5.8% Unmetered 64 55 16.4% Total 5,531 5,523 0.1% Residential solar penetration - June 2013: 19.2%, December 2012: 17.6% Growth in unregulated revenues - Higher income on major projects, principally Electranet Photovoltaic (PV) feed-in tariff payments are being recovered ° -$77 million out of pocket at 30 June 2012 ° -$19 million out of pocket at 30 June 2013 Service Target Performance Incentive Scheme (STPIS) - Provisional 2012/13 regulatory year estimate of ~$13 million to be confirmed in pricing from 1 July 2014, not accrued in results Vegetation management costs $39.8 million resulting from approval of pass through application for additional costs for 2012/13 - 2014/15, to be recovered in 2014/15 National Broadband Network (NBN)- initial 3 year contract signed as a Tier 1 supplier of design and construction services in South Australia SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 26 spark infrastructure#27VICTORIA POWER NETWORKS – HY 2013 (100% results) - Financial HY 2013 HY 2012 Change Operational HY 2013 HY 2012 Change Change % Customer numbers 1,065,211 1,050,951 14,260 1.4 $m $m % Employee numbers 2,145 1,965 180 9.1 Regulated revenue - DUOS 383.9 334.7 14.7 Network availability (%) - CP 99.99% 99.99% Prescribed metering (AMI) 69.3 62.6 10.7 - PC 99.97% 99.97% Semi-regulated other 21.8 20.8 4.8 Volume sold GWh - CP 3,021 2,975 46 46 1.5 Unregulated revenue 66.4 41.3 60.8 - PC 5,319 5,372 (53) (1.0) Total revenue (ex customer contributions) 541.4 459.4 17.9 Volume sold GWh (total) 8,340 8,347 (7) (0.1) Customer contributions 33.8 30.4 11.0 ► Revenue growth: Total revenue 575.2 489.8 17.4 Cash operating costs (196.1) (175.0) 12.0 CPI-X increases from 1 January 2013 - 8.92% for Citi Power and 9.92% for Powercor¹ Regulatory appeal revenues included in 1 January 2013 tariffs EBITDA (ex customer contributions) 345.3 284.4 21.5 EBITDA 379.1 314.8 20.4 Unregulated revenue growth driven by increased PNS external business activity AMI revenue growth driven by continued rollout EBITDA ex customer contributions margin Total Capex (Inc. AMI) 63.8% 61.9% 1.9 239.1 215.7 10.8 Operating costs up 12.0% reflecting: 1. Excluding adjustments for recovery of STPIS and any other immaterial adjustments SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 27 Higher unregulated related costs in line with increased PNS external revenues spark infrastructure#28VICTORIA POWER NETWORKS – HY 2013 Business update - Powercor Electricity sales volumes Residential/Domestic Small Business Large Business Unmetered Total Q CITIPOWER Residential/Domestic Small Business Large Business Unmetered Total HY 2013 Quantity (GW h) HY 2012 Variance 1,655 1,711 (3.3%) 989 977 2,622 53 5,319 2,633 1.2% (0.4%) 52 1.9% 5,373 (1.0%) Quantity (GW h) HY 2013 HY 2012 Variance 613 618 (0.8%) 958 975 (1.7%) 1,430 1,363 4.9% 20 19 5.3% 3,021 2,975 1.5% Appeal revenues recovered from 1 January 2013 - Additional $149.0 million (nominal) appeal revenue due over the remainder of the current regulatory period (reflected in the X-Factors applied from 1 January 2013 until 31 December 2015) PNS external revenue - higher level of activity, particularly Endeavour Energy and TransGrid in New South Wales and the Elaine Terminal Station project in Victoria Service Target Performance Incentive Scheme (STPIS) - No revenue accrued in HY 2013 with respect to the 2012 regulatory year. Outperformance in 2011 regulatory year will see the recovery of ~$15 million during FY 2013 Advanced Metering Infrastructure At 30 June 2013 -88% (31 December 2012 ~77%) of the planned smart meter roll-out was complete across Citi Power and Powercor. Equates to ~1 million meters Residential solar penetration - June 2013: Citi Power 2.3%, Powercor 10.4%. December 2012: CitiPower 1.8%, Powercor 8.0% SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 28 sparkinfrastructure#29TAXATION UPDATE SA Power Networks - ATO Matters Background Details of current ATO audits of SA Power Networks Partnership disclosed previously. Refer to Note 4 of Spark's HY 2013 financial statements for details Developments during 2013 An amended assessment has been issued to Spark (as a partner in the SAPN partnership) for the 2011 income tax year in respect to some of the matters in dispute Objections on those matters consistent with those for the 2007 to 2010 income tax years have been lodged by Spark with the ATO SAPN continues to provide information and responses to queries to the ATO as requested Status SA Power Networks and the partners continue to be of the opinion that no adjustments are required in relation to the matters under audit, and will vigorously defend their positions No adjustments in relation to these matters have been recognised in the Spark HY 2013 financial statements Notwithstanding the amended assessments, no amount of tax is payable by Spark for the 2007 to 2011 income tax years due to the availability of carried forward tax losses On the basis of all information currently available, Spark's reasonable estimation continues to be that the overall impact of any adjustments that may arise would not be material SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 29 spark infrastructure#30TAXATION UPDATE Victoria Power Networks – ATO Matters Background - Details of current ATO audits of Victoria Power Networks disclosed previously. Refer to Note 4 of Spark's HY 2013 financial statements for details Developments during 2013 In March the ATO issued an amended Assessment Notice in respect of the 2007 tax year VPN elected to utilise carried forward losses to reduce the ATO's adjustments, resulting in a tax payable balance of $18m Subsequently, the ATO also issued a Shortfall Penalty Assessment Notice for $0.1m and a Shortfall Interest Charge Notice for $7m for the 2007 tax year. Under a part payment arrangement, $3m of tax payable was subsequently remitted to the ATO, along with $1.5m of shortfall interest In November the ATO issued further amended Assessment Notices for the 2008, 2009 and 2010 tax years. Given the ongoing discussions between VPN and the ATO, the ATO has currently only made adjustments for the interest denial on shareholder loans for the 2008 tax year. The ATO has not yet formalised a view on penalties or shortfall interest for these tax years VPN elected to utilise carried forward losses to reduce the ATO's adjustments, resulting in tax payable balances of $44m for 2008, $5m for 2009 and $20m for 2010, totalling $69m. Under a part payment arrangement a total of $34.5m is expected to be remitted to the ATO, being half of the tax payable balances VPN has lodged objections with the ATO for all matters in each relevant tax year Status VPN is currently engaged in discussions with the ATO in relation to the interest denial on shareholder loans VPN continues to disagree with the ATO's positions under audit, has sought legal advice and will vigorously defend its position The $3m part payment amount remitted to the ATO for the 2007 tax year, along with the $34.5 million to be remitted to the ATO shortly for the 2008-2010 tax years are recorded as a current receivable by VPN SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 30 sparkinfrastructure#316. SUMMARY AND OUTLOOK#32SUMMARY AND OUTLOOK Yield plus Growth based on Quality Yield HY 2013 distribution of 5.50cps, paid 13 September 2013 Yield of 6.7%¹ Distributions covered by operating cashflows at both standalone and lookthrough levels Target standalone payout ratio to 2015 of 80% Growth FY 2013 Distribution guidance reaffirmed at 11.0 cps, 4.8% growth on FY 2012 Distribution growth guidance maintained at 3-5% p.a. for 2014-2015 7-8% p.a. RAB CAGR expected across the 5 year regulatory periods to 2015 Strong organic investment opportunity at 1x RAB Quality No regulatory resets until 2015/16 Investment grade credit ratings at Asset Company and Spark levels No Asset Company long term debt maturities until September 2014 Prudent asset level gearing, moving towards 75% Net Debt/RAB by 2015 Minimal gearing at Spark level 1. Based on FY 2013 distribution guidance of 11.0cps and a closing market price of $1.64 on Friday, 15 November 2013 SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 32 sparkinfrastructure#33FOR FURTHER INFORMATION Please contact Mario Falchoni General Manager, Investor Relations and Corporate Affairs Spark Infrastructure P: +61 2 9086 3607 F: +61 2 9086 3666 [email protected]#34APPENDICES#35KEY METRICS SECURITY METRICS Market price at 15 November 2013 Market capitalisation DISTRIBUTIONS HY 2013 Actual Comprising -Loan Note interest -Tax deferred amount FY 2013 Guidance GEARING AND CREDIT RATINGS Net book gearing (Spark standalone)1 Net book gearing (Look through)1 Asset level credit ratings Spark level credit rating REGULATED ASSET BASE (Estimates at June 2013) - $1.64 $2.2 billion SA Power Networks (DUOS) ($bn) 3.58 CitiPower (DUOS) ($bn) 1.54 5.50cps Powercor Australia (DUOS) ($bn) 2.72 3.50cps Citi Power (AMI) ($bn) 0.13 2.00cps Powercor (AMI) ($bn) 0.36 11.00cps Victoria Power Networks total ($bn) 4.75 RAB total ($bn) 8.33 0.2% Net debt/RAB - Asset Companies combined 79.5% Net debt/RAB SA Power Networks 78.1% 56.8% Net debt/RAB - Victoria Power Networks 80.5% SA Power Networks: A-/A3 Powercor: A-/Baa12 CitiPower: A- 1. Excludes reserves 2. Moody's downgraded its credit rating of Powercor on 17 June 2013 Baa1 SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 35 sparkinfrastructure#36- OPERATING CASHFLOW – HY 2013 Spark Infrastructure HY 2013 HY 2012 % Change $m $m % 34.3 34.6 SA Power Networks - PPC distributions (0.7) 16.7 15.4 8.2 SA Power Networks - other distributions 40.3 40.4 Victoria Power Networks - sub debt interest (0.2) 91.3 90.4 1.1 Asset Company distributions 0.7 0.9 Interest received (19.9) Interest paid (2.5) (4.2) (40.8) Swap cancellation costs (2.2) n/m SDP bid costs (4.6) n/m General administrative expenses (4.0) (2.4) 68.2 83.3 80.1 4.1 Standalone OCF Standalone OCF per security 6.3cps 6.0cps 4.1 SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 36 spark infrastructure#37DEBT POSITION (AT 30 JUNE 2013) SA Power Networks $m RAB 3,578 SPARK INFRASTRUCTURE $m Net Debt Net Debt/RAB 2,795 Total RAB (49% share) 4,081 78.1% Net Debt at Spark Level³ 5 Percentage Hedged (gross) 102.4% Rolling 12 Month ICR1 (x net interest) 3.4 x Net Debt at Asset Level (49% Share) 3,244 Victoria Power Networks RAB (Including AMI²) $m Total Proportionate Net Debt 3,249 4,751 Net Debt/RAB - Asset Level 79.5% Net Debt Net Debt/RAB Percentage Hedged (gross) Rolling 12 Month ICR (x net interest) 3,825 Book Gearing Net (Look through)4 56.8% 80.5% 97.1% Spark Look Through Proportion of Hedging (gross) 99.4% 2.8 x 1 Calculated as: EBITDA ex customer contributions and gifted assets / net interest expense 2 Advanced Metering Infrastructure (AMI) 234 Excludes $5.0 million cash, held for Australian Financial Services Licence (AFSL) purposes Excludes reserves SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 37 sparkinfrastructure#38109 ASSET COMPANIES' DEBT POSITION AT 30 JUNE 2013 No refinancing of long term senior debt until September 2014 Victoria Power Networks - Capital Markets Debt ($m 100%) 575 350 351 191 200 144 178 70 425 630 Nov-14 Nov-15 May-16 Nov-16 Apr-17 Jul-17 Jun-18 Aug-19 Jun-20 Aug-21 Jan-22 SA Power Networks - Capital Markets Debt ($m 100%) 472 aluw 300 203 Sep-14 265 350 150 350 200 569 Jul-15 Sep-16 Oct-16 Sep-17 Oct-17 Apr-18 Sep-19 Oct-19 Asset Company Bank Debt Facilities ($m 100%) ■Drawn Undrawn 75 65 70 29 30 25 75 335 200 175 75 Aug-13 Nov-13 Dec-13 Mar-14 Apr-14 Jun-14 Sep-14 Dec-14 Apr-15 Feb-16 SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 38 ► Powercor issued $150 million domestic bonds in March 2013 (maturing November 2015) ▸ Citi Power executed a $100 million 1 year bank facility in June 20131 ► Next Asset Company long term senior debt maturities: September 2014: SA Power Networks USPP (AUD$203 million) November 2014: Powercor USPP (AUD$109 million) 1. $50 million available until December 2013, $100 million available until June 2014 sparkinfrastructure#39ELECTRICITY SALES VOLUMES Regulatory allowances v Actual sales (GWh) Actual volume (AER forecast volume) 1 Regulatory year Cumulative average actual to date (Cumulative average Growth in actual % (Growth in AER forecast %) Year 0 Year 1 Year 2 Year 3 Year 4 Year 5 annual forecast change) 11,504 11,249 11,019 11,028 SA Power Networks (11,555) (11,618) (11,422) (11,264) (11,194) -2.20% -2.00% +0.08% (11,194) -1.4% (+0.5%) (-1.7%) (-1.4%) (-0.6%) (0.0%) (-0.6%) 0 CITIPOWER 6,210 6,105 6,085 (6,125) (6,180) (6,227) (6,218) (6,201) -1.70% -0.30% (6,237) -1.0% (+0.9%) (+0.8%) (-0.1%) (-0.3%) (+0.6%) (+0.4%) 10,678 Powercor AUSTRALIA (10,585) 10,470 10,744 (10,726) (10,795) (10,781) (10,761) (10,797) -1.90% +2.60% +0.3% (+1.3%) (+0.6%) (-0.1%) (-0.2%) (+0.3%) (+0.4%) 1. June year end for SA Power Networks, December year end for CitiPower and Powercor SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 39 sparkinfrastructure#40EQUITY ACCOUNTING PROFITS – HY 2013 - 100% Basis Regulated revenue distribution and metering Semi regulated and unregulated revenue Customer contributions and gifted assets Total Income Total Income excl CCs and GAS Operating Costs EBITDA (excl CCs and GAs) Depreciation and amortisation EBIT Net interest expense (excl Sub Debt) SA Power Networks Victoria Power Networks Combined Spark 49% Share 418.6 453.2 871.8 427.2 89.1 88.2 177.3 86.9 43.5 33.8 77.3 37.9 551.2 575.2 1,126.4 551.9 507.7 541.4 1,049.1 514.1 (150.2) (196.1) (346.3) (169.7) 357.5 345.5 702.9 344.4 (87.9) (130.2) (218.1) (106.9) 313.1 249.0 562.1 275.4 (101.6) (118.3) (219.9) (107.8) Subordinated debt interest expense (35.9) (81.9) (117.8) (57.7) Net profit before tax 175.5 48.8 224.3 109.9 Tax expense 1.1 (19.2) (18.1) (8.9) Net profit after tax 176.5 29.7 206.2 101.0 less: additional share of profit from preferred partnership capital (PPC) 1 Asset Company Net Profits for Equity Accounting (34.3) (34.3) (16.8) 142.2 29.7 171.9 84.2 49% Basis - Spark Share 69.7 14.5 84.2 84.2 Add back: additional share of profit from preferred partnership capital (PPC) 1 34.3 34.3 34.3 Less: depreciation/amortisation of fair value on uplift of assets on acquisition Share of equity accounted profits (0.3) (2.4) (2.8) (2.8) 103.7 12.1 115.8 115.8 Add: interest income from Associates (Victoria Power Networks 49% sub debt) Total Income from Asset Companies included in Spark Profit and Loss 40.1 40.1 40.1 155.9 Interest income 0.7 Interest expense Interest expense - Loan Notes General and administrative expenses Profit for the period before tax Income tax expense Net profit for the period attributable to Securityholders (5.6) (46.4) (4.3) 100.3 (24.3) 76.0 1. Under the partnership agreement, Spark is entitled to an additional share of profit in SA Power Networks. Note: Numbers may contain rounding errors. SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 40 spark infrastructure#41SEMI REGULATED REVENUES HY 2013 vs HY 2012 (100% figures) SA Power Networks Public Lighting HY 2013 HY 2012 Variance ($m) ($m) ($m) 8.1 7.9 0.2 Asset Relocation 4.6 5.6 (1.0) Metering Services 5.2 4.9 0.3 Feeder Standby / Excess KVAR 1.2 1.1 0.1 Pole/Duct Rental 1.5 1.5 0.0 Other Excluded Services¹ 0.7 0.4 0.3 TOTAL² 21.3 21.4 (0.1) HY 2013 HY 2012 Variance Powercor CITIPOWER Public Lighting New Connections Special Reader Activities PV installation Service Truck Activities Recoverable works AUSTRALIA ($m) ($m) ($m) 7.1 6.5 0.6 4.0 4.2 (0.2) 3.8 4.1 (0.3) 1.7 1.7 0.0 2.0 2.4 (0.4) 1.1 0.9 0.2 Other TOTAL 2.1 1.0 1.1 21.8 20.8 1.0 1. 2. Includes profit/loss on asset disposals Does not include ACS revenue, which is reported as part of DUOS revenue SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 41 sparkinfrastructure#42UNREGULATED REVENUES HY 2013 vs HY 2012 (100% figures) SA Power Networks Construction and Maintenance Services (CaMS) T&D - ElectraNet Other CaMS Material Sales Interstate work Asset rentals Telecommunications Facilities Access / Dark Fibre Sale of Salvage Other TOTAL HY 2013 HY 2012 Variance ($m) ($m) ($m) 27.0 23.2 3.8 21.9 19.9 2.0 7.1 7.6 (0.5) 3.7 3.2 0.5 1.7 1.8 (0.1) 2.8 1.8 1.0 1.2 1.4 (0.2) 0.6 1.1 (0.5) 1.8 1.9 (0.1) 67.8 61.9 5.9 sparkinfrastructure SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 42#43UNREGULATED REVENUES (cont.) HY 2013 vs HY 2012 (100% figures) HY 2013 HY 2012 Variance Powercor CITIPOWER AUSTRALIA PNS Resources PNS Transmission and Distribution - SP AusNet ($m) ($m) ($m) 36.8 9.6 27.2 9.1 10.4 (1.3) SLA Revenue (SA Power Networks) 7.1 6.6 0.5 Material Sales 3.2 3.3 (0.1) Telecommunications 2.4 3.4 (1.0) Wellington* Management Fees - ongoing services 2.0 2.1 (0.1) Joint Use of Poles 1.5 1.4 0.1 Property Rental 0.3 0.5 (0.2) Other¹ TOTAL 1. Includes profit/loss on asset disposals and duct rental 4.0 4.0 0.0 66.4 41.3 25.1 *100% owned by CKI and PAH SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 sparkinfrastructure 43#44NON-AUSTRALIAN SECURITYHOLDERS Tax and Securities Regulation Distributions - Interest paid on Loan Notes to non-resident holders should be exempt from withholding tax Disposal non-Australian holders should not be subject to Capital Gains Tax on disposal of Spark securities provided they: Have not held an interest of 10% or more in the Stapled Securities for at least 12 months in the 24 months before the disposal, and Do not hold the Securities at any time in connection with carrying on a business at or through a permanent establishment in Australia Eligible Securityholders - No action has been taken to register or qualify the Stapled Securities in any jurisdiction outside Australia or New Zealand. Accordingly, under securities laws applicable in each of the relevant European jurisdictions, only certain institutional, professional and qualified investors will be eligible to invest Tax Treaties - Tax treatment of interest, distributions and disposals of Spark securities may also be affected by applicable tax treaties Disclaimer - This is a general high level summary only and not intended to be comprehensive. Investors should consult their tax adviser for advice on the tax implications for them of investing in Spark securities spark infrastructure SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 44#45USEFUL LINKS Spark Infrastructure www.sparkinfrastructure.com Fact Book http://sparkinfrastructure.com/investor/reports/fact-books SA Power Networks www.sapowernetworks.com.au Citi Power and Powercor Australia www.powercor.com.au Australian Energy Regulator www.aer.gov.au Advanced Metering Infrastructure cost recovery and charges for 2012-15 http://www.aer.gov.au/node/10216 Regulatory determinations South Australia 2010 - 2015 http://www.aer.gov.au/node/4 Regulatory determinations Victoria 2010 - 2015 http://www.aer.gov.au/node/7208 http://www.aer.gov.au/node/7210 Comparative performance report Victoria http://www.aer.gov.au/node/14950 Australian Energy Regulator News http://www.aer.gov.au/node/450 Australian Energy Market Commission www.aemc.gov.au Energy Networks Association www.ena.asn.au Essential Services Commission of South Australia www.escosa.sa.gov.au Performance reports South Australia http://www.escosa.sa.gov.au/electricity-overview/market-information/energy-performance-monitoring.aspx Essential Services Commission (Victoria) www.esc.vic.gov.au Standing Council on Energy and Resources www.scer.gov.au SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 45 spark infrastructure#46DISCLAIMER & SECURITIES WARNING No offer or invitation. This presentation is not an offer or invitation for subscription or purchase of or a recommendation to purchase securities or financial product. No financial product advice. This presentation contains general information only and does not take into account the investment objectives, financial situation and particular needs of individual investors. It is not financial product advice. Investors should obtain their own independent advice from a qualified financial advisor having regard to their objectives, financial situation and needs. Summary information. The information in this presentation does not purport to be complete. It should be read in conjunction with Spark Infrastructure's other periodic and continuous disclosure announcements lodged with the Australian Securities Exchange (ASX), which are available at www.asx.com.au. U.S. ownership restrictions. This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or to any "U.S. person". The Stapled Securities have not been registered under the U.S. Securities Act or the securities laws of any state of the United States. In addition, none of the Spark Infrastructure entities have been registered under the U.S. Investment Company Act of 1940, as amended, in reliance on the exemption provided by Section 3(c)(7) thereof. Accordingly, the Stapled Securities cannot be held at any time by, or for the account or benefit of, any U.S. person who is not both a QIB and a QP. Any U.S. person who is not both a QIB and a QP (or any investor who holds Stapled Securities for the account or benefit of any US person who is not both a QIB and a QP) is an "Excluded US Person" (A "U.S. person", a QIB or "Qualified Institutional Buyer" and a QP or "Qualified Purchaser" have the meanings given under US law). Spark Infrastructure may require an investor to complete a statutory declaration as to whether they (or any person on whose account or benefit it holds Stapled Securities) are an Excluded US Person. Spark Infrastructure may treat any investor who does not comply with such a request as an Excluded US Person. Spark Infrastructure has the right to: (i) refuse to register a transfer of Stapled Securities to any Excluded U.S. Person; or (ii) require any Excluded US Person to dispose of their Stapled Securities; or (iii) if the Excluded US Person does not do so within 30 business days, require the Stapled Securities be sold by a nominee appointed by Spark. To monitor compliance with these foreign ownership restrictions, the ASX's settlement facility operator (ASX Settlement) has classified the Stapled Securities as Foreign Ownership Restricted financial products and put in place certain additional monitoring procedures. Foreign jurisdictions. No action has been taken to register or qualify the Stapled Securities in any jurisdiction outside Australia. It is the responsibility of any investor to ensure compliance with the laws of any country (outside Australia) relevant to their securityholding in Spark Infrastructure. No liability. No representation or warranty, express or implied, is made in relation to the fairness, accuracy or completeness of the information, opinions and conclusions expressed in the course of this presentation. To the maximum extent permitted by law, each of Spark Infrastructure, all of its related bodies corporate and their representatives, officers, employees, agents and advisors do not accept any responsibility or liability (including without limitation any liability arising from negligence on the part of any person) for any direct, indirect or consequential loss or damage suffered by any person, as a result of or in connection with this presentation or any action taken by you on the basis of the information, opinions or conclusions expressed in the course of this presentation. You must make your own independent assessment of the information and in respect of any action taken on the basis of the information and seek your own independent professional advice where appropriate. Forward looking statements. No representation or warranty is given as to the accuracy, completeness, likelihood of achievement or reasonableness of any forecasts, projections, prospects, returns, forward-looking statements or statements in relation to future matters contained in the information provided in this presentation. Such forecasts, projections, prospects, returns and statements are by their nature subject to significant unknown risks, uncertainties and contingencies, many of which are outside the control of Spark Infrastructure, that may cause actual results to differ materially from those expressed or implied in such statements. There can be no assurance that actual outcomes will not differ materially from these statements. Spark infrastructure RE Limited (ACN 114 940 984; AFSL 290436) is the responsible entity for Spark Trust (ARSN 116 870 725) SPARK INFRASTRUCTURE INVESTOR PRESENTATION - NOVEMBER 2013 46 spark infrastructure