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FY 2015 RESULTS MONDAY, 22 FEBRUARY 2016

THE AUSTRALIAN INFRASTRUCTURE NETWORK SPECIALISTS

6.73 7.37 8.08 8.62 9.03

9.48

9.5% 9.6% 8.6%

7.6% 7.1%

FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 FY 2015

81.5% 79.7% 78.5% 77.2%

73.0%

FY 2011 FY 2012 FY 2013 FY 2014 FY 2015

2

SPARK INFRASTRUCTURE TRACK RECORD Net Debt to RAB (%) – aggregate SAPN + VPN Growth in RAB – aggregate SAPN + VPN

Rolling CAGR1 ($bn and %)

SAPN EBITDA ($M) (ex customer contributions) (100% basis)

585.1 693.3 710.2 750.2

676.2

FY 2011 FY 2012 FY 2013 FY 2014 FY 2015

18.5% 2.4% 5.6%

Spark Infrastructure FY 2015 Results 1. Compound Annual Growth Rate

(9.9%)

VPN EBITDA ($M) (ex customer contributions) (100% basis)

592.2 606.0 692.8 738.6 822.7

FY 2011 FY 2012 FY 2013 FY 2014 FY 2015

2.3% 14.3%

6.6% 11.4%

Spark Infrastructure FY 2015 Results 3

DISTRIBUTION TRACK RECORD + GUIDANCE

► 3-5% dps growth p.a. to 2015 delivered

► The Directors have provided medium term distribution guidance; fully covered by both standalone and look-through OCF:

FY 2016 - at least 12.5 cps

FY 2017 – at least 13.0 cps

FY 2018 – at least 13.5 cps

► Distribution guidance will be reviewed in 1st half of 2016 following VPN Final Determination, regulatory appeal outcomes and finalisation of business planning processes

10.0 10.5 11.0 11.5 12.0 12.5 13.0 13.5

FY 2011 FY 2012 FY 2013 FY 2014 FY 2015 FY 2016 FY 2017 FY 2018

DPS (cps and % growth)

9.8% 5.0% 4.8%

3.8%

4.5% 4.3%

4.2% 4.0%

At least:

4 Spark Infrastructure FY 2015 Results

STRATEGIC UPDATE – FEBRUARY 2016

NSW Privatisations

Distributions

DUET Group

TransGrid

► Ausgrid ruled out – Spark Infrastructure and the Consortium have decided not to participate in the sales process for Ausgrid

► Investment under review – with focus on continued strategic relevance to Spark Infrastructure

► Focus on execution of business plan – Application of skills and experience in an active manner to the management of TransGrid to deliver the business plan and meet stakeholder expectations

► Guidance to be reviewed in 1st half of 2016 - Potential for a significant increase in Standalone OCF per security from FY 2016 - following expected receipt of certain regulatory outcomes currently being reviewed by ACT, receipt of VPN’s Final Determination and other regulatory appeal outcomes, and the finalisation of associated business planning processes

5

FY 2015 INVESTMENT PORTFOLIO HIGHLIGHTS

Financial Performance

Innovation

Reliability

Spark Infrastructure FY 2015 Results

Safety and Efficiency

► Standalone and Look through OCF up year on year

► De-gearing at SAPN and VPN achieved

► Strong coverage of dps on both Standalone and Look through basis

► VPN World CLASS program progressing strongly, delivering efficiencies year on year

► SAPN delivering on cost reduction strategies

Regulatory

► SAPN and VPN focused on responding to changes in consumer choice, operating environment and innovation through technology

► SAPN 2014/15 STPIS outcome $29m (5-year cumulative $47m)

► VPN 2015 provisional STPIS outcome $15m (5-year cumulative $51m)

► SAPN under revenue cap from 1 July 2015, VPN from 1 January 2016

► SAPN Final Determination issued in October 2015; various matters appealed

► VPN Final Determination due by 30 April 2016

► SAPN and VPN are participating in certain NSW appeals in respect of various rate of return matters – a decision from the Australian Competition Tribunal is expected by the end of February

► SAPN and VPN rank amongst the safest and most efficient businesses of their kind in Australia

► AER benchmarking report ranks CitiPower No.1, Powercor No.2 and SAPN No.3 in opex productivity

TransGrid Acquisition

► Increased diversity of cashflow sources to Spark Infrastructure

► Efficient gearing and funding structure maximising cash to owners

► Long term opportunity for RAB growth

► Opportunities for non-prescribed earnings growth

► Long term partner group with balanced and fair governance

TRANSGRID EQUITY INVESTMENT – COMPLETED 16 DEC 2015

6

Spark Infrastructure acquired an equity investment of 15.01% in TransGrid equal to $735.3m1. The investment:

► Is value accretive and provides long term cash generation growth opportunities

► Is forecast to be Standalone OCF per security accretive relative to Spark Infrastructure’s 2015 Standalone OCF of 14.0 cps

► Will be actively managed to increase efficiency through better asset utilisation and process improvements with the objective of moving it to the efficient frontier of performance

► Solid investment grade credit rating expected to be secured in the near term

► Provides further diversification to Spark Infrastructure’s existing investment portfolio by sources of cashflow, asset type, geography, regulatory timing and partnering

► Distributions to Spark Infrastructure expected to be ~$45m for FY 2016

Spark Infrastructure is able to apply its core capabilities to out-performing regulatory benchmarks and growing non-prescribed business activity

Results of TransGrid from 16 December 2015 – 31 December 2015 reduced Spark Infrastructure’s FY 2015 profit after tax by $0.2m. No cash distributions were received during this period

1. Includes Spark share of NSWEN Consortium acquisition costs. Increase of $1.0m in Spark share of costs vs November 2014


TRANSGRID: PROGRESS TO DATE

Proven track record and strong experience of the Consortium members in owning comparable assets provides confidence in the ability to deliver our business plan

Transition to private ownership - Comprehensive Transition Program underway including successful completion of Financial Close on 16 December 2015

4

5

3

7

Strategic plan - The Consortium’s business plan is being integrated into the business and communicated to the workforce

Finance team strengthened - new CFO appointed to strengthen the finance discipline in new operating environment

Governance - New Boards appointed – 2 Spark Infrastructure Directors (including current Chair); 1 Hastings; 1 CDPQ; 2 Independent Non-Executive Directors

Engagement - The Chair (Rick Francis) and Consortium Directors have travelled extensively across New South Wales to meet with TransGrid employees and community representatives

Business transformation - “Accelerate” business improvement program initiated; designed to execute the new business plan; entrench a performance based culture in the workforce; grow new business areas and improve operational efficiency and capital allocation

2

1

6

7 Unregulated revenue - Mapping of opportunities and finalisation of growth strategies underway Accelerate program already set up – looking to build momentum for further efficiencies quickly


8

SPARK INFRASTRUCTURE FINANCIAL RESULTS


9

FY 2015 FINANCIAL RESULTS

1. Accrued basis 2. Distribution divided by Standalone OCF per security (FY 2014 calculated using securities at 31 December 2014 of 1.466bn) 3. Distribution of 12.00cps divided by Look through OCF per security (FY 2014 calculated using securities at 31 December 2014 of 1.466bn) 4. Reflects weighted average securities outstanding during the period (1.479bn securities) (2014: 1.408bn securities) 5. Includes both DUOS and AMI RAB. From 2015 VPN also includes public lighting RAB $37m (100% basis) 6. Underlying results exclude the impact of certain non-cash and non-operating items. 7.FY 2015 result includes a post tax expense item of $31.7m reflecting ATO settlement regarding deductibility of interest


FY 2015 FY 2014 % Change

Spark Infrastructure dps1 12.0cps 11.5cps 4.3

Payout ratio - standalone1,2 85.6% 81.5% +4.1%

Payout ratio - lookthrough (post Spark Infrastructure net costs)1,3 41.6% 47.7% -6.1%

SAPN distributions to Spark $114.2m $125.1m (8.6)

VPN distributions to Spark $82.2m $81.2m 1.2

Standalone OCF $207.4m $206.9m 0.2

Standalone OCF per security4 14.0cps 14.7cps (4.8)

Lookthrough OCF per security (post Spark Infrastructure costs)4 28.9cps 25.1cps 14.7

Net debt to RAB (SAPN and VPN aggregate level)5 73.0% 77.2% -4.2%

Net profit after tax (underlying)6 $119.7m $128.1m (6.6)

Net profit after tax (statutory)7 $88.0m $128.1m (31.3)

10

FY 2015 OPERATING CASH FLOW


FY 2015 FY 2014 % Change$m $m %

SAPN - PPC distributions 69.6 69.6 -

SAPN - other distributions 44.6 55.4 (19.5)

VPN – sub debt interest 82.2 81.2 1.2

Asset Company distributions 196.5 206.3 (4.7)

Distributions from derivative contracts 32.5 15.8 105.8

Total distributions 229.0 222.1 3.1

Interest received 3.8 1.7 124.5

Interest paid (2.7) (1.5) 76.3

Finance costs paid on derivative contracts (10.1) (6.1) 64.9

Corporate expenses - including project related costs (12.7) (9.2) 37.5

Standalone OCF 207.4 206.9 0.2

196.5 172.3

734.5

(216.7)

(192.1)

90.2

219.4

22.5 (11.6)

254.5

EBITDA excl customercontributions and gifted

assets

less: Net Financecharges (cash)

less: Net regulatorydepreciation

+/- Net Working CapitalMvmts

SAPN and VPNOperating C/Flow

Add net cash impactfrom derivative

contracts

Other net costs Spark lookthroughOperating C/Flow

$m

11

LOOK THROUGH OPERATING CASHFLOW AGGREGATE SAPN + VPN (49% SHARE) Continued strong coverage of Distributions

49.7cps 14.7cps

1.5cps

13.0cps

28.1cps 0.8cps


6.1cps

28.9cps

415.9 426.8

Cash retained at SAPN and VPN

level

Distributed to Spark

Distributed to Securityholders

Notes:

1. All cps figures reflect weighted average securities

2. Above calculation for FY 2015 excludes TransGrid due to short period of ownership and items including finance charges and working capital movements not being meaningful for the period.

12

INVESTMENT PORTFOLIO 1. SA POWER NETWORKS


13

SAPN (100% RESULTS)

►DUOS revenue down 9.6% largely due to AER draft determination. Factors include:

3% nominal tariff increases 1 July 2014;

26% nominal tariff decrease 1 July 2015 reflecting temporary Preliminary Determination outcomes;

$6.5m STPIS recovered in H1 2015, nil in H2 2015 (2013/14 STPIS penalty deferred);

No change year on year for one-off vegetation management cost pass-through ($20m each in 2014 and 2015);

Semi-regulated revenues up 38% mainly due to increased asset relocation activity (including the Torrens to Torrens project)

Unregulated Revenues up 18% largely due to higher 2015 NBN activity ($32m)

►Opex up 7.6%

►EBITDA (ex CC) down 9.9%

►Net Capex down 13.3%

►Revenue Cap now in place from 1 July 2015


FY 2015 FY 2014 Change$m $m %

Regulated revenue – DUOS 831.5 920.0 (9.6)

Semi-regulated – other 54.5 39.5 38.0

Unregulated revenue 174.1 147.5 18.0

Total revenue (ex customer contributions) 1,060.1 1,107.0 (4.2)

Customer contributions incl gifted assets 80.6 80.4 0.2

Total revenue 1,140.7 1,187.4 (3.9)

Operating costs (383.9) (356.8) (7.6)

EBITDA (ex customer contributions) 676.2 750.2 (9.9)

EBITDA 756.8 830.6 (8.9)

EBITDA margin (ex customer contributions) 63.8% 67.8% -4.0%

Net Capex 315.5 363.8 (13.3)

Financial

Operational FY 2015 FY 2014 Change %

Customer numbers 852,439 846,846 0.7

FTE numbers 2,096 2,199 (4.7)

Volume sold (GWh) 10,347 10,586 (2.3)


SAPN OPEX FY 2015 VS FY 2014

Note: Assumes 10% fully costed EBITDA margin on NBN, asset relocation and other CaMS revenue for illustrative purposes. Does not reflect actual margin, which varies by project. NBN includes year on year materials cost changes

357

6

24

14

3 5 (7) (2)

(16)

384

FY14 Estimated wagesincrease inoperating

expenditure

Increased NBNand other CaMS

activity

Increased costsassociated withasset relocation

Increasedemergency

response costs

Decrease incapitalised costs

Reduced GSLpayments

Decrease invegetation

managementcosts

Savings andother

FY15

$m

15

SAPN DEBT AND HEDGING

► 2015 Refinancing

► In June 2015, SAPN placed a 12-year US$235m USPP ($309m)

► Interest Rate Hedging

► In July 2015, SAPN executed $2.41bn of interest rate swaps with varying tenors to hedge interest rate risk for new regulatory period

► Pre-existing fixed rate notes provide hedges for years 1 ($250m) and 2 ($350m)

► Average contracted fixed interest rates of 2.43% for swaps expiring on or before 2020 and 3.07% for those expiring post 2020 (Previous 5-year period average swap rate was 5.97%)

► Net debt to RAB at 31 December 2015 was 71.9%, down 2.3%


472

265 350

150

350

200

569

53 145

199 309

Sep-16 Oct-16 Sep-17 Oct-17 Apr-18 Sep-19 Oct-19 Jun-22 Sep-22 Sep-26 Jun-27

SAPN - Capital Markets Debt ($m 100%)

600 350

- - - - - - - -

2,410 2,410

2,410 2,105

1,836 1,529

1,219 923

623 309

FY 2015 FY 2016 FY 2017 FY 2018 FY2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024

SAPN Interest Rate Hedging ($m 100%)

Fixed debtInterest rate hedges

16

SAPN BUSINESS UPDATE


► Final Regulatory Determination provides significantly higher revenues than the Preliminary Determination that has applied since 1 July 2015. Additional revenue to be recovered in years 2-5 of the regulatory period

Safety and Engagement

• Highest standards of

workplace safety achieved – zero Lost Time Injuries in 2015

• Awarded “Best Graduate Employer in Australia” by the Australian Association of Graduate Employers for the second year in a row

• Awarded “Employer of the Year for Training” by the South Australian Training Skills Commissioner

Reliability

• $29m STPIS benefit for 2014/15

• Cumulative across complete 5 Year Regulatory Period of $47m

Efficiency

• SAPN ranked most efficient distributor on State by State basis

• 2015/16 tariffs approved -

SAPN contributing 28% to average total residential electricity bill

Innovation

• Residential battery storage trial underway with multiple vendors. Testing potential value propositions and enabling deferral of network upgrades

• Trial of mid scale network

storage to improve reliability, enable increased renewables penetration and defer network upgrade in regional location

• Implementation of Advanced

Distribution Management System, enabling advanced power applications and network automation

• Discussions with customers

on feasibility of high penetration renewable micro-grids to reduce cost to customer

• Network Innovation Centre

continues to be a hub for research and community education

STPIS Result $m

2010/11 (1)2011/12 202012/13 132013/14 (13)2014/15 29Total 47

SAPN FINAL REGULATORY DECISION


Final Determination – published in October 2015

Limited Merits Appeal – Participating in certain NSW appeals processes (decisions expected by the end of February). Standalone SAPN appeals lodged in November 2015 (post final decision) with resolution likely in mid-2016

Transitional arrangement - Network Service Providers are operating under the Preliminary Determinations for the first year of their 5 year regulatory periods. SAPN will be compensated for under-recovery of revenues in year 1, with reference to its Final Determination, in years 2-5 of the regulatory period commencing from 1 July 2016: 19% increase at 1 July 2016, reflecting changes in Final Determination

Prior Regulatory Period Current Regulatory PeriodJuly 2010 - June 2015 July 2015 - June 2020

Beta 0.8 0.7Risk Free Rate 5.89% 2.50%Return on debt 8.87% 5.28%Market risk premium 6.50% 6.50%Nominal vanilla WACC 9.76% 6.17%Nominal post tax return on equity 11.09% 7.50%

0.25 0.4(after successful appeal)

Net capex over 5 years ($2010) $1.6b ($2015) $1.9bOpex over 5 years ($2010) $1.1b ($2015) $1.3bRevenue ($Nominal) $3.9b $4.0b

Gamma (Imputation)

18

INVESTMENT PORTFOLIO 2. VICTORIA POWER NETWORKS


19

VPN (100% RESULTS)

► DUOS revenue up 12.0% including:

tariff increases of ~10% for CitiPower and Powercor;

STPIS benefit of $12m (FY 2014: $19m);

Powercor VBRC1 pass through $15m (FY 2014: $10m);

Prudent provision against revenue relating to Powerline replacement program ($9m); and

Total volumes increased by 2.5%

► Price cap (volume exposure) ended 31 December 2015

► Lower unregulated revenue reflecting reduced third party activity

► Opex down 0.3%

► EBITDA (ex CC) up 11.4%

► Net Capex down 7.8%

1. Victoria Bushfire Royal Commission


Operational FY 2015 FY 2014 Change %

Customer numbers 1,093,745 1,080,569 1.2

Employee numbers 1,939 1,971 (1.6)

Volume sold GWh - CitiPower 5,944 5,919 0.4

- Powercor 10,713 10,333 3.7

Volume sold GWh (total) 16,657 16,252 2.5

FY 2015 FY 2014 Change$m $m %

Regulated revenue - DUOS 944.7 843.5 12.0

Prescribed metering (AMI) 109.3 115.4 (5.3)

Semi-regulated other 44.5 45.9 (3.1)

Unregulated revenue 92.4 103.0 (10.3)

Total revenue (ex customer contributions) 1,190.8 1,107.8 7.5

Customer contributions incl gifted assets 117.2 67.0 75.0

Total revenue 1,308.0 1,174.8 11.3

Operating costs (368.2) (369.1) 0.3

EBITDA (ex customer contributions) 822.6 738.7 11.4

EBITDA 939.9 805.7 16.7

EBITDA margin (ex customer contributions) 69.1% 66.7% 2.4%

Net Capex (Inc. AMI) 466.3 506.0 (7.8)

Financial


VPN OPEX FY 2015 VS FY 2014

Note: Assumes 10% fully costed EBITDA margin on revenue for illustrative purposes. Does not reflect actual margin, which varies by project

369

13

11

5

2

12 (13)

(4)

(6)

(22)

367

FY14 Higher cost rates,including staff

Doubtful debt anddispute

provisions

Capitalisation ofcosts

Establishment ofCFV

One-off vegetationmanagement

Reduced PNS 3rdparty works

World CLASScosts

Lower AMI opex Savings and other FY15

$m

21

VPN DEBT AND HEDGING

► Funding

► During 2015 VPN established Common Funding Vehicle (CFV) as the sole borrower/issuer of all CitiPower and Powercor existing debt and derivatives

► S&P have ascribed a rating of BBB+ (stable)

► In February 2016, VPN executed a $700m syndicated bank debt facility, with tranches of $250m (3 years), $350m (4 years) and $100m (5 years). The facility replaces existing bank debt bridging facilities totalling $685m due to mature in Dec 2016 and January 2017


► VPN have $3.83bn interest rate swaps relating to previous regulatory period expiring by Q1 2016. New swaps will be entered into, following a similar approach to SAPN


144 191 200

575

351

150 70

178

425

630

142 198

May-16 Nov-16 Apr-17 Jul-17 Jun-18 Apr-19 Aug-19 Jun-20 Aug-21 Jan-22 Nov-24 Nov-26

Victoria Power Networks - Capital Markets Debt ($m 100%)

20

350 335

140

50 50 90

60 200

Feb-16 Jun-16 Dec-16 Jan-17 May-18 May-19

VPN Bank Debt Facilities ($m 100%)

DrawnUndrawn

22

VPN RECAP: 5 YR REGULATORY PERIOD TO DECEMBER 2015


► Reliability performance was strong: $51m cumulative benefit

► Over the 5 Years to December 2015:

• RAB increased by ~$2bn between December 2010 and December 2015 to $5.55bn - CAGR of 8.6%

• Net Debt increased by $1,057m - i.e. 54% of RAB growth was debt funded, 46% funded via retained cash

• Net Debt/RAB reduced from ~84% to ~74%

► Spark Infrastructure’s equity share of RAB increased by $402m or 129% to $713m over the 5 year period

► In total across the 5 years, actual volumes were 2.4% below the AER’s forecast

► Revenue cap now in place for 2016 onwards, removing volume risk over the regulatory period

4.05 4.57 4.93 5.17 5.55

84.0%

80.5% 80.3% 79.5%

73.8%

FY 2011 FY 2012 FY 2013 FY 2014 FY 2015

RAB growth and Net Debt to RAB ($bn and %)

STPIS Result $m

2011 regulatory year 152012 regulatory year 192013 regulatory year 122014 regulatory year (10)2015 regulatory year 15Total 51

23

VPN BUSINESS UPDATE


Efficiency

Innovation

World CLASS continues to deliver strong benefits: • Reduction in some activities, use internal resources more

efficiently and reduce external spend

• 2015 savings split ~60/40 between Opex and Capex

• Savings ‘run rate’ by FY 2015 approx. two thirds towards final opportunity identified

• Savings to date include:

• halving spend on external design contractors • commercial sourcing benefits • streamlined management structures • 2/3rds reduction in resource partner numbers for field

delivery • streamlined customer contact processes • significant ‘red tape’ reduction

• Entered partnership with NextGen, bringing proven commercial solar track record capabilities

• Residential battery storage trial underway – Panasonic, Sunverge and LG batteries installed.

• Grid scale storage project underway – Buninyong site preparation complete, interconnection work complete, commissioning targeted April FY 2016

• Commercial scale solar product rolled out – 320kW of systems now installed, strong pipeline developing

• Numerous other service opportunities being analysed

Reliability


• Estimated STPIS benefit for FY 2015 of $15m

• Cumulative across complete 5 Year Regulatory Period of $51m

• 2 LTIs in 2015 • Strong, visible Executive and Management safety,

leadership and commitment

► CitiPower and Powercor ranked 1st and 5th respectively in Total Productivity per latest AER report

► 2016 tariffs approved – CitiPower and Powercor contributing 20% and 25% respectively to average total residential electricity bill

► GM Energy Solutions and new Chief Information Officer commenced early 2016

VPN PRELIMINARY REGULATORY DETERMINATION


Final Decision – due by 30 April 2016, following submission of revised proposal in January 2016

Limited Merits Appeal - Appeals must be lodged within 15 business days of Final Decision

Transitional arrangement – Similar to SAPN, VPN will operate under the Preliminary Determination for the first year of its 5 year regulatory period, with a ‘true-up’ to its Final Determination delivered in years 2-5 of the regulatory period

Prior Regulatory Period Preliminary Determination Revised Submission2011 - 2015 2016 - 2020 2016 - 2020

Beta 0.8 0.7 0.91

Risk Free Rate 5.08% 2.55% 2.75%

Return on debt 8.97% 5.16% 7.76%

Market risk premium 6.50% 6.50% 7.88%

Nominal vanilla WACC 9.49% 6.02% 8.61%

Nominal post tax return on equity 10.28% 7.30% 9.89%0.25

(after successful appeal)Net capex over 5 years ($2010) $2.1bn ($2015) $2.3bn ($2015) $2.6bn

Opex over 5 years ($2010) $1.1bn ($2015) $1.6bn ($2015) $1.7bn

Revenue ($Nominal) $3.8bn $4.5bn $4.9bn

Gamma (Imputation) 0.4 0.25

25

INVESTMENT PORTFOLIO 3. TRANSGRID


26

TRANSGRID BUSINESS UPDATE



• Safety the highest priority for

management and new owners

• Highest standards of workplace safety achieved – zero LTIs in 2015

• Employee engagement scores impacted during 2015 due to privatisation uncertainties. Opportunity for strong improvement 2016+

• New owners have already travelled widely across NSW to meet staff at range of locations

• Current EBA expires December 2016 – preparations already underway

Reliability

• FY 2015 availability of 99.999% (0.31 minutes off supply)

• Customer satisfaction of 74% in 2015 continues to trend upwards over recent years (72% in 2014 and 68% in 2013)

Efficiency

• The 2014 AER Benchmarking Report was released in November 2015. It ranks TransGrid No.2 (from 5) in Operating Partial Factor Productivity and No.5 in Multilateral Total Factor Productivity, partly reflecting the large and dispersed nature of the TransGrid network

• ‘Not materially inefficient’ but opportunity to enhance performance over time

Innovation

• iDemand pilot project at TransGrid’s Western Sydney site - partnered with 9 academic and research institutions looking at managing peak demand

• Feasibility study underway (with funding from ARENA and the NSW Government) into renewable energy hubs

• Grid scale storage – 2 x 1MWh battery arrays in place

• Substation technology enhancements – real time monitoring and diagnostics

• Use of drones for inspections

• Asset Monitoring Centre and Asset Information Management System

► Regulatory certainty to June 2018. Planning for reset already commenced, initial proposal due to AER January 2017

► Unregulated business on track for growth with certainty of ownership post transition a positive for current and potential customers; arrangement agreed with Ausnet Services; Network rollout to Canberra completed in 2015; and Melbourne connection scheduled for April 2016

27

TRANSGRID DEBT AND HEDGING

► Initial Financing

► TransGrid has $5.5bn of drawn debt at December 2015

► $350m Capex facility and $50m working capital facility

► Broad bank group including both Australian and global lenders

► Strong investment grade credit rating expected to be obtained in near term

► First maturity December 2017. Refinance planning already commenced


► Interest rate swaps totalling $4.13bn (75% of drawn debt hedged at December 2015)

► Net debt to RAB at 31 December 2015 was 86.5%


1,000

1,949 1,939

621

390

Dec-17 Jun-19 Dec-20 Dec-22

TransGrid Bank Debt Facilities ($m 100%)

Drawn Undrawn

4,125 3,878 3,630

1,733 1,485 1,238 990 743 495 248 FY 2015 FY 2016 FY 2017 FY 2018 FY2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024

TransGrid Interest Rate Swaps ($m 100%)

TRANSGRID REGULATORY DETERMINATION

28

Current Regulatory Period

Beta 0.7Risk Free Rate 2.55%

Return on debt (trailing average portfolio) - Year 1 6.67%

Market risk premium 6.50%Nominal vanilla WACC - Year 1 6.84%Nominal post tax return on equity 7.10%Gamma (Imputation) 0.4Net capex over 4 years ($2014) $1.0bnOpex over 4 years ($2014) $0.7bnRevenue over 4 years ($Nominal) $3.0bn

Current Regulatory Determination – previous owners did not appeal the Final Determination which runs from 2014-2018

Regulatory Reset Process – preparations commenced. Strong and productive engagement with AER a priority

Key Date ActivityNov-16 Rate of Return Guideline

Jan-17 Initial Revenue Proposal

Sep-17 Draft Determination

Dec-17 Revised Revenue Proposal

Apr-18 Final Determination

Jul-18 Commencement of New 5 Year Regulatory Period



SUMMARY AND OUTLOOK

PORTFOLIO PERFORMANCE ► SAPN and VPN - businesses performing strongly; ongoing focus on efficiency and reliability

Finalisation of VPN regulatory reset process and management of appeal processes for SAPN and

VPN Conclusion of 5-year business planning for the 2015/16-2020 regulatory periods, reflecting final

regulatory outcomes Growth and development of Energy Solutions business unit in VPN and other technology

innovations in both businesses

► TransGrid – focus on completing transition to private ownership and executing the NSW Electricity Networks Consortium business plan based on operational efficiency, improved asset utilisation and growth in non-prescribed business activity

PORTFOLIO COMPOSITION ► DUET Group – Investment under review

► NSW privatisations – Spark Infrastructure will not be participating in the Ausgrid sales process


MANAGEMENT PRIORITIES

DISTRIBUTIONS ► The Directors have provided medium term distribution guidance; fully covered by both standalone and look

through cashflows:

FY 2016 - at least 12.5 cps (4.2% up on 2015) FY 2017 – at least 13.0cps FY 2018 – at least 13.5cps

► Distribution guidance will be reviewed during the first half of 2016. There is the potential for a significant increase in Standalone OCF per security from FY 2016 - following expected receipt of certain regulatory outcomes currently being reviewed by ACT, receipt of VPN’s Final Determination and other regulatory appeal outcomes, and the finalisation of associated business planning processes

INVESTMENT PORTFOLIO ► A ‘true-up’ of results to SAPNs Final Determination will commence from 1 July 2016, showing improvement

on the first year of the new regulatory period

► Expecting real growth in RAB over next 5 Year Regulatory Period

► De-gearing to 75% net debt to RAB achieved – gearing levels expected to remain around the 75% level for SAPN and VPN, with future RAB growth funded by closer to 25% retained cash

► No equity injections expected for SAPN and VPN in current regulatory periods

► TransGrid gearing levels are expected to remain consistent over the medium term


OUTLOOK AND GUIDANCE

FOR 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]


APPENDICES


KEY METRICS

1 December 2015 estimate 2 Calculated as: EBITDA ex customer contributions and gifted assets / net interest expense

SECURITY METRICS

Market price at 19 February 2016 ($) 1.895

Market capitalisation ($) 3.1 billion

FY 2015 Actual 12.00cps

Comprising

- Loan Note interest 7.05cps

- Tax deferred amount 4.95cps

FY 2016 Guidance At least 12.50cps



Asset level credit ratingsSAPN: A-/A3

VPN: BBB+/N/ATransGrid: Investment Grade TBD

Spark level credit rating Baa1

SPARK INFRASTRUCTURE $m

Total RAB (Spark share) 5,596

Gross Debt at Spark Level 205

DISTRIBUTIONS

CREDIT RATINGS

SAPN $m

RAB1 3,929

Net Debt 2,824

Net Debt/RAB 71.9%

Percentage Hedged (gross) 98.3%

Rolling 12 Month ICR2 (x net interest) 4.5 x

VPN $m

RAB (Including AMI) 5,547

Net Debt 4,092

Net Debt/RAB 73.8%


Rolling 12 Month ICR (x net interest) 3.5 x

Net Debt/RAB - SAPN and VPN 73.0%

TransGrid $m

RAB 6,347

Net Debt 5,492

Net Debt/RAB 86.5%


35

ELECTRICITY SALES VOLUMES – SAPN AND VPN FY 2015 vs FY 2014


FY 2015 FY 2014 Variance Residential/Domestic 3,311 3,223 2.7%Hot Water 555 561 (1.1%)Small Business 5,437 5,442 (0.1%)Large Business 935 1,236 (24.3%)Unmetered 109 124 - Total 10,347 10,586 (2.3%)(Residential solar penetration) 24.5% 23.0% 1.5%

Electricity sales volumesQuantity (GWh)

FY 2015 FY 2014 Variance Residential/Domestic 1,249 1,201 4.0%Small Business 1,806 1,824 (1.0%)Large Business 2,854 2,858 (0.1%)Unmetered 35 37 (5.6%)Total 5,944 5,920 0.4%(Residential solar penetration) 3.2% 2.8% 0.5%


FY 2015 FY 2014 Variance Residential/Domestic 3,421 3,298 3.7%Small Business 2,026 1,985 2.1%Large Business 5,175 4,945 4.6%Unmetered 91 105 (13.5%)Total 10,713 10,333 3.7%(Residential solar penetration) 13.9% 12.6% 1.6%


$m

FY 2015 FY 2014 FY 2015 FY 2014 FY 2015 FY 2014

Growth Capex 150.0 182.6 313.8 354.5 463.8 537.1

Growth Capex AMI - - 18.1 26.0 18.1 26.0

Maintenance capex 165.5 181.2 102.4 125.5 267.9 306.7

Total 315.5 363.8 434.3 506.0 749.8 869.8

Change vs pcp (%)

TOTALS

-13.3% -14.2% -13.8%


CAPITAL EXPENDITURE (100%) – SAPN AND VPN

1. For SAPN, CPI uplift on RAB is estimated by: • For H1 2015, actual March 2015 CPI of 1.33% with ‘true up’ for CPI actual vs estimate built into FY 2014 RAB estimate • For H2 2015, estimated December 2015 CPI of 1.77% (used by SAPN in its FY 2015 RAB estimate)

$m

FY 2015 FY 2014 FY 2015 FY 2014 FY 2015 FY 2014 FY 2015 FY 2014

165.5 181.2 232.8 238.9 (48.7) (84.7) 184.1 154.2

21.4 25.6 111.2 102.7 (41.9) (37.3) 69.3 65.4

81.1 99.9 217.7 198.1 (79.0) (69.2) 138.7 128.9

Totals 267.9 306.7 561.8 539.7 (169.6) (191.2) 392.1 348.5

Spark 49% share 131.3 150.3 275.3 264.5 (83.1) (93.7) 192.1 170.8

Maintenance capex spend

Regulatory depreciation

Less inflation uplift on RAB

Net regulatory depreciation

FY 2015 FY 2014 Variance($m) ($m) ($m)

Public Lighting 13.3 13.4 (0.1)New Connections 9.5 9.5 0.0Special Reader Activities 4.6 5.7 (1.1)PV installation 2.9 2.9 (0.0)Service Truck Activities 3.7 4.6 (0.9)Recoverable works 2.6 2.3 0.3Other 7.8 7.5 0.3TOTAL 44.5 45.9 (1.4)

1. Includes profit/loss on asset disposals 2. Does not include Alternative Control Services (ACS) revenue, which is reported as part of DUOS revenue


SEMI REGULATED REVENUES (100%) – SAPN AND VPN


Public Lighting 17.2 17.4 (0.2) Asset Relocation 22.4 6.8 15.6 Metering Services 11.4 11.0 0.4 Feeder Standby / Excess kVAR 2.5 2.3 0.2 Pole/Duct Rental 2.0 1.9 0.1 Other Excluded Services1 (1.0) 0.1 (1.1) TOTAL2 54.5 39.5 15.0


PNS Resources 35.9 40.5 (4.6)

PNS Transmission and Distribution - AusNet Services 10.8 20.8 (10.0)

SLA Revenue - SAPN 14.8 14.4 0.4

Material Sales 7.8 6.5 1.3

Telecommunications 2.3 2.8 (0.5)

Wellington* Management Fees 2.6 3.6 (1.0)

Joint Use of Poles 3.2 3.1 0.1

Property Rental 0.5 0.6 (0.1)

Other1 14.5 10.7 3.8

TOTAL 92.4 103.0 (10.6)

38

UNREGULATED REVENUES (100%) – SAPN AND VPN

1. Includes profit/loss on asset disposals and duct rental. Also FY15 includes $6m recognised for STPIS damage claims Spark Infrastructure FY 2015 Results


Construction and Maintenance Services (CaMS) T&D - ElectraNet 23.0 33.1 (10.1) Other CaMS 45.4 38.2 7.2 Material Sales (non NBN) 16.5 16.3 0.2 Interstate work 2.4 5.6 (3.2) Asset rentals 3.6 3.5 0.1 NBN (includes NBN material sales) 74.5 42.1 32.4 Other Telecommunications 1.2 0.9 0.3 Facilities Access / Dark Fibre 2.3 2.3 0.0 Sale of Salvage 1.2 1.2 0.0 Other 4.0 4.3 (0.3) TOTAL 174.1 147.5 26.6

39 Spark Infrastructure HY 2015 Results

SAPN LOOK THROUGH OCF(100%)

Note re maintenance capex: Net regulatory depreciation is a proxy for maintenance capex. It is calculated as regulatory depreciation net of CPI uplift on RAB. CPI uplift on RAB is estimated by: In H1 2015: Actual March 2015 CPI of 1.33% with ‘true up’ for CPI actual vs estimate for FY 2014 RAB estimate (0.67% being 1.33% over 6 months, vs 0.95%) In H2 2015: Estimated December 2015 CPI of 1.78% (used by SAPN in RAB estimates provided to Spark Infrastructure. Compares with actual CPI of 1.69%) CPI is based on ‘All groups CPI’ for weighted average of 8 capital cities, not seasonally adjusted (Source: ABS). March on March (released April) for the regulatory year ending 30 June 2015, December on December (released January) for the new regulatory period commencing 1 July 2015.

FY 2015 FY 2014

676.2 750.2 756.8

(80.6)

(184.7)

(184.1) 98.8

406.2

830.5

(80.3)

(202.6)

(154.2)

14.8

408.2

EBITDA - FY15

CustomerContributions

EBITDA exclCCs

less: NetFinance

charges (cash)

less: Netregulatory

depreciation

+/- NetWorking

Capital Mvmts

OperatingC/Flow - FY 15

EBITDA - FY 14 CustomerContributions

EBITDA exclCCs

less: NetFinance

charges (cash)

less: Netregulatory

depreciation

+/- NetWorking

Capital Mvmts


$m

822.7 738.6

939.9

(117.2)

(257.5)

(208.0) 85.3

442.5

805.6

(67.0)

(251.6)

(194.2)

30.7 (11.4)

312.1


EBITDA exclCCs

less: NetFinance charges

(cash)

less: Netregulatory

depreciation

+/- Net WorkingCapital Mvmts

OperatingC/Flow - HY 15


EBITDA exclCCs

less: NetFinance charges

(cash)

less: Netregulatory

depreciation

+/- Net WorkingCapital Mvmts

less: VPN cashtax payments


$m


VPN LOOK THROUGH OCF(100%)

Note re maintenance capex: Net regulatory depreciation is a proxy for maintenance capex. It is calculated as regulatory depreciation net of CPI uplift on RAB. CPI uplift on RAB for DUOS for the FY 2015 is calculated using actual September 2014 CPI of 2.31%. CPI is based on ‘All groups CPI’ for weighted average of 8 capital cities, not seasonally adjusted (Source: ABS). September on September (released October)

FY 2015 FY 2014

41

FY 2015 PROFIT AND LOSS AND UNDERLYING ADJUSTMENTS


$m FY 2015 Underlying

FY 2014 Underlying

% Change Underlying

Income from associates and interest income 256.3 263.9 (2.9)Gain on derivative contracts (net of financing) 24.3 24.9 (2.5)Total income 280.6 288.8 (2.8)General, administrative and employee expenses (14.2) (11.3) (25.5)Transaction costs on derivative contracts - (3.3) n/mInterest expense (gross) – senior debt (3.6) (2.0) 75.0 Profit before Loan Note interest and tax 262.8 272.1 (3.4)Loan Note Interest (Distributions to Securityholders) (111.0) (103.4) 7.4 Income tax expense (32.1) (40.6) (20.9)Profit attributable to Securityholders 119.7 128.1 (6.6)

FY 2015 FY 2014 FY 2015 FY 2014

Underlying Result 171.5 180.8 119.7 128.1ATO settlement regarding deductibility of interest on subordinated loans:- Reflected in SAPN AND VPN results (10.0) - (7.0) - - Net losses written off with respect to SAPN - - (24.7) - Total Adjustments (10.0) - (31.7) - Statutory Result 161.5 180.8 88.0 128.1

$m

Impact on Share Impact on of Equity Net Profit after

Accounted Profit Tax Attributable to Securityholders


RECONCILIATION: SHARE OF EQUITY PROFITS TO NPAT

1. Under the partnership agreement, Spark Infrastructure is entitled to an additional share of profit in SAPN. 2. With effect from 1 January 2014 Spark Infrastructure changed its basis of estimating the fair value of customer contributions and gifted assets from

‘depreciated replacement cost’ to estimating the net present value of future cashflows expected to be derived from the RAB. Note: Numbers may contain rounding errors.

100% Basis $m SAPN VPN TransGrid Combined Spark Share

Regulated revenue - distribution and metering 831.5 944.7 - 1776.3 870.4

Semi regulated and unregulated revenue 228.6 246.1 - 474.7 232.6

Customer contributions and gifted assets (CCs and GAs) 80.6 117.2 - 197.8 96.9

Total Income 1,140.7 1,308.1 60.2 2,509.0 1,199.9

Total Income (excl CCs and GAs) 1,060.2 1,190.8 60.2 2,311.2 1,103.0

Operating Costs (383.9) (368.2) (42.3) (794.4) (389.3)

EBITDA (excl CCs and GAs) 676.2 822.7 17.9 1,516.8 713.7

Depreciation and amortisation (218.1) (302.4) (14.6) (535.2) (262.2)

EBIT 538.7 637.4 3.3 1,179.5 548.4

Net interest expense (excl subordinated debt) (172.7) (257.4) (8.9) (438.9) (215.1)

Subordinated debt interest expense (72.5) (165.1) - (237.6) (116.4)

Net profit before tax 293.6 215.0 (5.5) 503.0 246.5

Tax expense - (103.5) - (103.5) (50.7)

Net profit after tax 293.6 111.5 (5.5) 399.5 195.8

Less: additional share of profit from preferred partnership capital (PPC) 1 (69.6) - - (69.6) (34.1)

Less: adjustment in respect of CCs and GAs 2 (80.6) (82.1) - (162.6) (79.7)

Net Profits for Equity Accounting 143.3 29.4 (5.5) 167.2 82.0

Spark Share 70.2 14.4 (0.8) 83.8 83.8

Add: additional share of profit from PPC 1 69.6 - - 69.6 69.6

Add: additional adjustments made to share of equity accounted profits 6.3 1.7 - 8.0 8.0

Share of equity accounted profits 146.1 16.2 (0.8) 161.5 161.5

Add: interest income from associates 80.9 0.6 81.5 81.5

Total Income from Investments included in Spark Profit & Loss 243.0

Gain on derivative contracts 24.3

Interest income 3.3

Interest expense (3.6)

Interest expense – Loan Notes (111.0)

General and administrative expenses (14.2)

Profit for the period before tax 141.8

Income tax expense (53.8)

Net profit for the period attributable to Securityholders 88.0


DISCLAIMER & 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 Infrastructure. To monitor compliance with these foreign ownership restrictions, the ASX’s settlement facility operator (ASX Settlement Pty Limited) 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.

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