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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

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Page 1: EUROPEAN ROADSHOW INVESTOR PRESENTATIONmedia.corporate-ir.net/.../19/195991/asx/1111julyeuropeanroadshow.pdf · EUROPEAN ROADSHOW INVESTOR PRESENTATION ... † This presentation does

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

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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

• Spark’s growth mandate is to invest in regulated utility infrastructure assets in Australia and other OECD countries

Overview of Spark Infrastructure

CitiPowerCitiPower ETSAETSAPowercorPowercor

49%

Spark InfrastructureSpark Infrastructure

Institutions/Retail

19.5%

Institutions/Retail

PartnersCKI / DBPartnersCKI / DB

CKI / HKECKI / HKE

80.5%

51%

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 Infrastructure’s 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 (Moody’s)

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

248.2

Other Interest Income 6.5

Senior debt interest (150.9)

103.8

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 regulator’s 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 12.26% for FY2006 (1) partly paid)

• Implies trading at a discount of between 12.1% 14.7%

EV/RAB (FY2006 F)

• Spark (1) (adj. for unregulated revenue) 1.3 times• Sector Comparables Circa 1.3 1.6 times

EV/EBITDA (FY2006F)

• Spark (1) 9.4 times• Sector Comparables Circa 9.2 16.1times

Cash Yield (16 June 2006)FY2006E FY2007E

• Spark (1) Circa 12.26% 9.75%• Sector Comparables 6.0% 9.0% 6.0% 9.0%

(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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• Growth favoured over yield – but sentiment is changing

• Volatility of interest rates and inflation – minimal impact on regulated businesses such as Spark

- Conservative gearing (circa 60%)- Prudent interest rate hedging in place (>90%)- Regulator approved opex and capex programs include forecast inflation- Revenue linked to inflation- Regulator takes interest rate movements into account when calculating WACC

• Some investors concerned that bond yields will strengthen relative to sector yields – BUT Spark yield has significant margin over bond yields

- Spark yield FY2007 E 9.75% (1)(2)

- Underlying yield at issue price FY2007 E 9.5%(1)(3)

Macro Factors Currently Affecting Sector in Australia

(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.

(2) Spark price as at 4 July 2006:$1.16(3) Fully paid price $1.80(4) As at 3 July 2006

V 10 year bond rateAustralia 5.75% (4)

US 5.15% (4)

UK 4.71% (4)

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Electricity Industry Supply Chain in Australia

GENERATION TRANSMISSION DISTRIBUTION RETAIL

Competitive Regulated Natural

Monopolies

Regulated Natural

Monopolies

Competitive

VIC & SA KEY PLAYERS

VictoriaSP AusNet

Victoria

SP AusNetAGL

United EnergySouth AustraliaElectraNet SA

South Australia

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Regulatory Certainty Until 2010

• Well established, transparent regulatory process – Resets every 5 years

• CPI – X price formula

• Businesses can benefit from efficiency out performance

• Existing price determinations remain in force until their expiry in 2010

Regulated Revenue

Regulated Asset Base WACC OPEXDepreciation= ++X

(Inc. forecast Capex)

Regulated tariff

Actual Revenue

Regulated Revenue

target

Regulators Forecast volume

Actual Volume

Regulated tariff

=

=

x

x

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Business Electricity distribution network in the CBD and inner suburban areas of Melbourne

Network 4,132km servicing 157 km2

Customers 286,000Asset infrastructure 39 zone / 3,148 distribution

substations and 60,487 poles

Wires underground 45%State regulator ESCPrice determination Completed 2006-2010 Final

Price DecisionNetwork availability 99.99%

ETSA

Existing Business Portfolio

CitiPower

Powercor

Business Electricity distribution network in the state of South Australia

Network 80,645km servicing 178,200 km2 of South Australia

Customers 768,000Asset infrastructure 394 zone / 66,336

distribution substations and 723,000 poles

Wires underground 14%State regulator ESCOSAPrice determination Completed 2005-2010 Final

Price (variation) determinationNetwork availability 99.97%

Business Electricity distribution network in Central and Western Victoria and the Western suburbs of Melbourne

Network 81,613km servicing 150,000 km2

Customers 643,000Asset infrastructure 67 zone / 74,973

distribution substations and 515,562 poles

Wires underground 7%State regulator ESCPrice determination Completed 2006-2010

Final Price DecisionNetwork availability 99.97%

Queensland

Sydney

SouthAustralia

WesternAustraIia

Tasmania

VictoriaAdelaide

NorthernTerritory

Melbourne

New South Wales

….delivering an essential service to 1.7million customers

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High Quality Businesses

• High quality management teams with track record of outperforming operational and financial regulatory targets

• Natural monopoly “Poles and Wires” businesses

• RAB $5.1b (FY05 average)

• No energy market related price risk

• A- credit ratings by S & P

• Well maintained long life assets which have demonstrated superior reliability and performance

• Most reliable urban and rural distribution businesses in Australia (CitiPower and Powercorrespectively as at 31 Dec 2004 (1))

(1) Based on the system average interruption duration index

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Organic Growth

• Stable and predictable growth in regulated revenue.

• Continued capital investment in the underlying businesses ($438m forecast in 2006(1)) that generate ongoing revenue

• Potential for growth in unregulated revenue activities

– Semi regulatedi.e. public lighting, asset relocation, disconnections/reconnections.

– Contestable servicesi.e. Construction and maintenance services, asset management services, IT support and development, asset rentals and back office support.

- ElectraNet – Capex $125m (5 years)Opex $5 – 7m pa

- One Steel – Build, own and operate power connection assets $14.5m- ETSA undertaking work for Powercor- Powercor a preferred provider of services to SP Ausnet, Ergon and Western Power

…………Businesses have scope for significant organic growthBusinesses have scope for significant organic growth

(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 Investment Mandate• Focus on regulated electricity and gas distribution and transmission and regulated water

and sewer assets• Seek to build global portfolio diversified by geography, regulatory regime and asset class• Preference to co-invest with our partners CKI and RREEF

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Investment Opportunities• Spark Board and management are focussed on making accretive acquisitions; not growth for

growth’s sake

• Competitive advantage is expected to exist in large scale transactions – co-investing with partners who have global reach

Spark Investment Criteria

Disciplined approach to acquisitions with a strong pipeline of opportunities from partners and third parties:

Will only invest:

• where it enhances shareholder value

• where the risk/return profile is complementary to the existing Spark Infrastructure investment portfolio

• where there are predictable and stable long-term cash flows with revenue growth potential

• where there is a transparent regulatory regime and relatively high barriers to entry

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Board and Governance

• Independent Chairman plus three Independent Directors

• Complements skills of CKI, RREEF Infrastructure and Deutsche Bank

• Intimate knowledge of seed assets and utility assets globally

• Asset company Boards consist of CEO of Asset Company, four directors nominated by Spark and four nominated by CKI/HKE (all key decisions require 75% majority vote by directors – negative control)

Stephen Johns(Independent Director &

Chairman)

Stephen Johns(Independent Director &

Chairman)

Don Morley(Independent Director)

Don Morley(Independent Director)

Cheryl Bart(Independent Director)

Cheryl Bart(Independent Director)

Peter St George(Independent Director)

Peter St George(Independent Director)

Hing Lam Kam (CKI appointee)

Hing Lam Kam (CKI appointee)

Eric Kwan(CKI appointee)

Eric Kwan(CKI appointee)

Shaun Mays(RREEF Infrastructure

appointee)

Shaun Mays(RREEF Infrastructure

appointee)

Brian Scullin(RREEF Infrastructure

appointee)

Brian Scullin(RREEF Infrastructure

appointee)

Board of DirectorsBoard of Directors

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Business Update 2006

• S&P/ASX 200 Index inclusion

• Underlying businesses performing strongly– Favourable weather conditions– Continued focus on efficiency and synergy gains

• Continued growth in unregulated revenue base– Circa $200m in construction and maintenance contract won

year to date

• A number of potential acquisitions were reviewed but not progressed as did not meet investment criteria

• Forecast Distributions (1)

– 1st distribution for 2005 (0.39cps) paid in March ’06 in line with PDS forecast– forecast full year distribution guidance for FY2006 of 14.07cps as per

prospectus was upgraded by 1.1% (0.15cps) following the sale of Telco assets earlier this year

– distributions expected to be payable in equal amounts in September 2006 and March 2007

(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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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