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  • 11 July 2006 The Manager Company Announcements Australian Stock Exchange Limited 20 Bridge Street SYDNEY NSW 2000 Dear Sir / Madam, EUROPEAN ROADSHOW INVESTOR PRESENTATION I enclose powerpoint slides which form the basis of presentations to be made by Spark Infrastructure Group in its current European roadshow. Yours faithfully,

    Giri Tenneti Company Secretary

    Spark Infrastructure Management Limited ABN 84 114 940 304 Level 19 83 Clarence Street Sydney NSW 2000 Australia

    T +61 2 9249 9444 F +61 2 9249 9355

  • European RoadshowJuly 2006

    Bob Stobbe, Chief Executive Officer

    John Dorrian, Chief Financial Officer

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    This presentation is not an offer or invitation for subscription or purchase of or a recommendation of securities. It contains general information only and does not take into account the investment objectives, financial situation and particular needs of individual investors. Investors should obtain their own independent advice from a qualified financial advisor having regard to their objectives, financial situation and needs.

    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. Neither the Stapled Securities nor the Instalment Receipts have been registered under the Securities Act or the securities laws of any state of the United States. In addition, none of the Stapled Companies, the Trust or the Responsible Entity have been registered under the Investment Company Act of 1940, as amended (US Investment Company Act), in reliance on the exemption provided by Section 3(c)(7) thereof.

    No representation or warranty, express or implied, is made in relation to the accuracy or completeness of the information and opinions 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 for any of the information or for any action taken by you on the basis of the information or opinions expressed in the course of this presentation, including without limitation any liability arising from negligence on the part of any person.

    No representation or warranty is given as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to future matters contained in the information provided in this presentation. Such forecasts, prospects, returns and statements are by their nature subject to significant uncertainties and contingencies many of which are outside the control of Spark Infrastructure. You must make your own independent assessment of the information and in respect of any action taken on the basis of the information

    Disclaimers and Securities Warnings

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    Spark is a listed investment fund managed jointly by Cheung Kong Infrastructure and RREEF Infrastructure

    Spark listed in December 2005 and has a current market capitalisation of circa $1.6B (1)(on a fully paid basis)

    Seed portfolio comprises three high quality natural monopoly electricity distribution companies

    The total portfolio has long term regulatory certainty until 2010 which provides attractive and sustainable yields underpinned by operating cash-flows

    Sparks growth mandate is to invest in regulated utility infrastructure assets in Australia and other OECD countries

    Overview of Spark Infrastructure

    CitiPowerCitiPower ETSAETSAPowercorPowercor


    Spark InfrastructureSpark Infrastructure




    PartnersCKI / DBPartnersCKI / DB




    1) Note all references are $Aust

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    Co-investment Model

    CKI and RREEF jointly manage the Spark Group

    - Largest publicly listed infrastructure company in Hong Kong with global diversified investments in energy, transportation and water

    - Manages over $33b in utility and infrastructure assets globally

    - The global infrastructure investment business of Deutsche Asset Management (DeAM)

    - Invests in infrastructure, private equity and real estate

    - DeAM manages over $90b in assets including $1b in infrastructure and utility assets and private equity globally

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    Benefits of Co-investment Model

    19.5% cornerstone investment in Spark

    Provides Spark with access to global deal flow from CKI & RREEF

    Partnering/co-investment vehicle for future acquisitions

    Provides CKI and RREEF with potential access to equity to fund future acquisitions

    Ability to target larger investment opportunities globally

    Significant experience in not only owning, but also operating infrastructure businesses

    Provides resources and asset/funds management expertise

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    Relative Strengths of Spark Infrastructure

    Regulatory certainty for 5 years across total portfolio

    Stable and predictable cash-flow provides relative certainty of attractive and sustainable yield

    Quality businesses and management teams

    Strength and track record of partners

    Strength and independence of board

    Potential for organic growth from existing businesses

    Prudent long term international growth strategy and strong pipeline of opportunities

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    Key Metrics

    (1) Based on share price of $1.16 (4 July 2006). Distribution in respect of 2006 includes 0.15cps from sale of telecommunications assets.(2) Expected Final Instalment payment date is 15 March 2007(3) Based on Spark Infrastructures net debt of $425 million plus Asset Company net senior debt ($2,134m) / EV (fully paid based on share price

    of $1.16 (4 July 2006))(4) Any deficit in performance in any period is carried forward and taken into account in determining whether the return exceeds the benchmark

    return and whether a performance fee is payable.(5) All financial forecasts have been prepared by Spark. As with all forward looking statements, there can be no guarantee that the financial

    outcomes, including distributions will be achieved. Forward looking statements involve risks and uncertainties that may cause actual outcomes to be different from the forward looking statements.

    $millionSecurity metrics

    Market Cap. $1.7 billion (fully paid)

    IPO Price per security $1.80 (fully paid)

    First Instalment price $1.26

    $0.54 + interest (5cps)Second Instalment (1)

    Forecast Distributions (2) (5)

    FY06 cash yield 12.2% (first instalment)

    FY07 cash yield 9.8% (fully paid)

    Tax deferred portion FY06: 4.5%

    FY07: 20.4%

    $millionFinancials (2)

    Market based gearing (3) 59.9%EV/ FY06e EBITDA 9.4x

    EV/ RAB (adjusted Dec 05) 1.3x

    Management FeesBase fees 0.5% of EV < $2.4b

    1.0% of EV > $2.4bPerformance fee (4) 20% return>ASX200 Ind. Acc. Index

    Regulatory revenue baseETSA $2.5b (49% of total RAB)Powercor $1.6b (31% of total RAB)CitiPower $1.0b (20% of total RAB)Regulated revenues Circa 80% (73-83% per asset)Regulated asset base FY05e average $5.1b

    Asset level credit rating A- (S&P)Fund credit rating Baa1 (Moodys)

    Market price (4 July 2006) $1.16

    Free float market price $1.5 billion (fully paid)

    FY06 cash distribution 14.22 centsFY07 cash distribution 17.06 centsNext distribution dates 15 Sept 2006

    WACCETSA 7.13% (pre tax, real)Citipower/Powercor 5.90% (post tax, real)

    15 Mar 2007

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    Efficient Cash-flow Backed Model

    SPARK (1)Pro Forma Forecast Cash Flow year ending 31/12/06

    $ mSubordinated debt interest 96.5

    Preferred Capital Distributions 69.7

    Subordinated debt principal 21.0

    187.2Total receipts from Asset Group

    Management fee (12.5)

    Other expenses ** (4.8)

    Senior debt interest (27.9)

    Total available for distribution 141.9

    Distributions to Holders

    Loan note interest (137.0)

    Tax deferred distributions (4.9)

    Total distributions for 2006 (141.9)

    Net cash flow -

    ASSET GROUP (1)Pro Forma Forecast Cash Flow year ending 31/12/06

    $ mEBITDA 471.8

    Customer contributions / Working capital / Other (48.0)

    Net Capital Expenditure (214.6)

    39.0Capital receipts from customers


    Other Interest Income 6.5

    Senior debt interest (150.9)


    Capital expenditure not funded by cash flow * 83.4

    Distributable cash 187.2

    Subordinated debt interest to Spark Infrastructure (96.5)

    Preferred Capital Distributions to Spark Infrastructure (69.7)

    Subordinated debt principal (21.0)

    Residual cash flow -

    * Funded by debt or available cash. $83.4m is equal to 39% of net capital expenditure. In an average year, the percentage of capital expenditure funded by debt would be closer to the regulators allowance of 60%** $5.6m less $0.8m non-cash charges

    Distributions fully funded from underlying cash-flows from businesses No regearing or revaluing to pay distributions

    (1) All financial forecasts have been prepared by Spark. As with all forward looking statements, there can be no guarantee that the financial outcomes, including distributions will be achieved. Forward looking statements involve risks and uncertainties that may cause actual outcomes to be different from the forward looking statements.

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    Spark ValuationDCF Analysts view of 12 month price target:

    $1.30 $1.33 (partly paid)

    Spark price as at 4 July 2006 - $1.16 (Forecast Yield 1