Friday, 3 July 2015

The Manager

Company Announcements

Australian Stock Exchange Limited

20 Bridge Street

SYDNEY NSW 2000

Dear Sir / Madam

2015 Securityholder Tax Guide

I enclose Spark Infrastructure's Securityholder Tax Guide for the Financial Year ended

30 June 2015. Yours faithfully,

Alexandra Finley

Company Secretary

Spark Infrastructure RE Limited ABN 36 114 940 984

as Responsible Entity of Spark Infrastructure Trust (ARSN 116 670 725) Level 25, 259 George Street Sydney NSW 2000 Australia

T +61 2 9086 3600 F +61 2 9086 3666 www.sparkinfrastructure.com

2015 Tax Guide

QUALITY AUSTRALIAN INFRASTRUCTURE ASSETS

Essential information to help you complete    your 2015 Australian income tax return

IMPORTANT INFORMATION

This Tax Guide is provided by Spark Infrastructure RE Limited ABN 36 114 940 984 (Spark RE) as the responsible entity of Spark Infrastructure Trust ARSN 116 870 725. Spark RE reserves the right to update any information in this Tax Guide at any time. This Tax Guide should be read in conjunction with Spark Infrastructure's other periodic and continuous disclosure materials lodged with the Australian Securities Exchange (ASX), which are available on the Spark Infrastructure website.

This Tax Guide has been prepared in good faith by Spark Infrastructure based on information believed to be accurate at the date of issue. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of any information, opinions

and conclusions contained in this Tax Guide. To the maximum extent permitted by law neither Spark Infrastructure nor any of its directors, officers, employees, agents, advisers or intermediaries, nor any other person accepts any liability for any loss or damage arising from the use of this Tax Guide or its contents or otherwise arising in connection with it, including, without limitation, any liability arising from fault or negligence on their part.

This Tax Guide contains general information only and does not take into account the personal circumstances or particular needs of individual

Securityholders. It is not financial product advice.

This Tax Guide does not constitute tax advice. Securityholders should obtain their own professional advice, as necessary, in connection with  

the completion of their tax returns and to meet their own financial situation and needs. 

AFSL 290436

JULY 2015


DEAR SECURITYHOLDER,
This Tax Guide should be read in conjunction with your Spark Infrastructure Distribution Statements. These documents contain information that will help you complete your 2015
Australian income tax return.
Spark Infrastructure is a single listed entity through Spark Infrastructure Trust (Spark Trust). Securities in Spark Infrastructure comprise a Loan Note and a unit issued
by Spark Trust. The current structure is shown in the diagram below.
Part A of this Guide will assist you in reporting your Spark Infrastructure distributions in your 2015 Australian income tax return.
On 31 December 2010, after approvals by Securityholders and the Courts, Spark Infrastructure implemented a Restructure, which resulted in Spark Trust becoming the parent entity
of the group, with Spark Infrastructure Holdings No. 1 Pty
Limited (Spark Holdings 1), Spark Infrastructure Holdings
No. 2 Pty Limited (Spark Holdings 2) and Spark Infrastructure Holdings No. 3 Pty Limited (Spark Holdings 3) as its subsidiaries.

SECURITYHOLDERS*

SPARK TRUST

SPARK HOLDINGS 1 SPARK HOLDINGS 2 SPARK HOLDINGS 3

If you disposed of any or all of your Spark Infrastructure securities during the year ended 30 June 2015 that you held on or before 20 December 2010 then you would have
participated in the Restructure, and you will need to consider the income tax and capital gains tax (CGT) consequences of
the Restructure. Part B of this Guide contains information that may assist you in this regard.
If you acquired any Spark Infrastructure securities after
20 December 2010 and disposed of any or all of your securities during the year ended 30 June 2015, you will need to
determine the income tax (including CGT) implications of that disposal. Part C of this Guide provides you with information that may assist you for that purpose.
If you participated in either the Institutional Placement which closed on 21 May 2014, or the Security Purchase Plan which closed on 24 June 2014 and subsequently disposed of any or all of your securities during the period ended 30 June 2015 you will need to determine the income tax (including CGT) implications of that disposal. Part C of this Guide provides
you with information that may assist you for that purpose.
If you were NOT an individual but you were a resident of Australia for income tax purposes at all times during the year ended 30 June 2015, you should note that this Guide has been prepared primarily to assist investors who are individuals. However, the information contained in this Guide, together with your Distribution Statements, may assist you with the information you need to report your Spark Infrastructure distributions in your Australian income tax return, and address any relevant gain or loss if you disposed of any
or all of your Spark Infrastructure securities.
If you were NOT a resident of Australia for all or part of the year ended 30 June 2015, you will need to decide whether to lodge an Australian income tax return. If you do lodge
a return, the information contained in the Distribution Statements you received in respect of each distribution and this Guide may assist you.
If you require further factual information, please contact
Investor Relations on +61 2 9086 3600.
You should consult your tax adviser if you require tax advice on any of the issues in this Guide, or in relation to the completion of your tax return.
Yours sincerely,

  RICK FRANCIS

MANAGING DIRECTOR AND CEO

* Stapled security consists of a Loan Note and a Spark Trust unit.

2  Spark Infrastructure

INDIVIDUALS - HOW TO COMPLETE YOUR

2015 AUSTRALIAN INCOME TAX RETURN

PART A: SPARK INFRASTRUCTURE DISTRIBUTIONS

In respect of the year ended 30 June 2015, Spark Trust paid the following distributions:
• 12 September 2014: 5.75 cents per Security consisting of
3.50 cents of interest on the Loan Notes and 2.25 cents of
Capital Distribution; and
• 13 March 2015: 5.75 cents per Security consisting of
3.55 cents of interest on the Loan Notes and 2.20 cents of Capital Distribution.
No distributions were paid by any other Spark Infrastructure entity.
You should include the total interest you received at item 10L
of your 2015 Australian income tax return.
If there is an amount on your Distribution Statements for
"Tax File Number withholding", it represents TFN tax withheld from your Spark Infrastructure distributions because you
did not supply your TFN or claim an exemption (or in certain circumstances, supply an ABN). If this amount has not previously been refunded to you, you may claim a credit or refund for it by including the withheld amount at item 10M
of your 2015 Australian income tax return.

If you have had TFN tax withheld you should seek advice from your tax agent.

10 Gross interest

Income - do not show cents

If you are a foreign-resident make sure you have printed your country of residence on page 1.

Tax file number amounts .

withheld from gross interest

11 Dividends

If you are a foreign-resident make sure you have printed your country of residence on page 1.

Gross interest L $ ,

Unfranked amount

Franked amount

, .00

Tax file number amounts

withheld from dividends V $ ,

. Franking credit

Securityholder Tax Guide 20153

INDIVIDUALS - HOW TO COMPLETE YOUR

2015 AUSTRALIAN INCOME TAX RETURN [CONT.]

PART B: ADDRESSING THE 2010 RESTRUCTURE

If you participated in the 2010 Restructure, you will need to consider the consequences. This Part will assist you.
If you acquired all of your Spark Infrastructure securities on or after 21 December 2010, then you did not participate in the Restructure and therefore you do not need to read this Part.1
On 31 December 2010, Spark Infrastructure implemented a Restructure, whereby:
• Loan Note Repayment: Spark Trust repaid $0.60 of the principal amount outstanding on each Loan Note (and Securityholders applied the amount repaid to the issue
of additional Spark Trust units), such that each Loan Note now has a face value of $0.65; and
• Simplification: Spark Trust acquired 100% of the shares in Spark Holdings 1, Spark Holdings 2 and Spark Holdings 3, with the result that the Spark Infrastructure securities were simplified from a five stapled security (with four issuers) to a dual stapled security (with Spark Trust as
the sole listed entity).
The ATO has issued a Class Ruling, CR 2011/27, which addresses the tax consequences of the Restructure for Securityholders. The Class Ruling confirms that for Australian resident individuals who hold their Spark Infrastructure securities on capital account, the Australian tax consequences of the Restructure were as follows:
• In respect of the Loan Note Repayment: the Loan Note Repayment reduced the acquisition cost of each Loan Note by $0.60, and increased the CGT cost base of each Spark Trust unit by $0.60. Also, the acquisition date of a parcel
of your Spark Trust units will be adjusted (refer below).
• In respect of the Simplification: the Simplification qualified for CGT roll-over relief. The cost base of your Spark Trust units may be adjusted, but no capital gains or losses
will have arisen as a result of the Simplification (i.e. the previous cost base of your shares in Spark Holdings 1, Spark Holdings 2 and Spark Holdings 3 may be added
to the cost base of your Spark Trust units).
Appendix 1 will assist you in working out the acquisition cost of your Loan Notes, and the cost base of your Spark Trust units, taking into account the consequences of the Restructure.
The acquisition date of a parcel of your Spark Trust units will have changed as a result of the Restructure. This may be relevant to determining whether you qualify for the CGT discount. The table under the heading "CGT discount" in Part C of this Guide will assist you in working out your acquisition date.
For further information, Securityholders are encouraged
to refer to the ATO Class Ruling, a copy of which is available on the Spark Infrastructure website.

PART C: TAX IMPLICATIONS ARISING ON DISPOSALS OF SPARK INFRASTRUCTURE SECURITIES

If you disposed of any or all of your Spark Infrastructure securities (or you entered into a contract to do so) at any time during the income year ended 30 June 2015, you need to address the tax consequences of that disposal. This
Part will assist you.

Recognition of gain or loss 

You will need to reflect in your 2015 Australian income tax return the gain or loss you make on any disposal of part or
all of your Spark Infrastructure investment in the year ended
30 June 2015.

Revenue v capital account

In certain circumstances, your Spark Infrastructure investment may have been held on revenue account.
If you have held your Spark Infrastructure investment on revenue account, you may have an ordinary income gain or deductible loss (in addition to the gain or loss that arose on disposal of your Loan Notes) which you will need to calculate in respect of your disposal.
The Loan Note component of your Spark Infrastructure security should be regarded as a "traditional security" for Australian tax purposes. This means that a profit made on the disposal of a Loan Note is generally taxed as ordinary income (not as a capital gain), and a loss is generally deductible.
If you believe that you held your Spark Infrastructure investment on revenue account, or if you are unsure, you may wish to consult your tax adviser.

Spark Infrastructure stapled security constitutes  

a number of separate assets

Up to and including 20 December 2010, a Spark Infrastructure stapled security consisted of five stapled securities: one Loan Note issued by Spark Trust, one unit in Spark Trust, one share in Spark Holdings 1, one share in Spark Holdings 2 and one CHESS Depositary Interest (CDI) in Spark Holdings 3.
After 20 December 2010, a Spark Infrastructure stapled security consists of one Loan Note issued by Spark Trust stapled to one unit in Spark Trust.
For Australian tax purposes, each component of a Spark Infrastructure stapled security is a separate asset. This means that you will need to perform separate calculations to determine the gain or loss you made in respect of each component of your stapled security.

1. The relevance of 21 December 2010 is that this was the date on which the Restructured dual stapled Spark securities were first traded on the ASX (on a deferred settlement basis). Therefore, if you disposed of your Spark Infrastructure securities by the end of 20 December 2010, or acquired your Spark Infrastructure securities after that date, you would not have participated in the Restructure.

4  Spark Infrastructure

INDIVIDUALS - HOW TO COMPLETE YOUR

2015 AUSTRALIAN INCOME TAX RETURN [CONT.]

Calculation of gain or loss

The information below will assist you in calculating your gains and/or losses and direct you to the Appendices where additional information can be found. You will require the following information:
• the time at which you acquired your Spark Infrastructure securities; and
• the time at which you disposed of your Spark Infrastructure securities
If you acquired or disposed of your Spark Infrastructure securities at more than one time, you should determine the acquisition and disposal time of each relevant parcel before referring below.
Generally, the tax outcomes in respect of the disposal of your
Spark Infrastructure securities should be as follows:
• In respect of the Loan Notes:
- If your sales proceeds from the Loan Notes exceeded your acquisition cost,2 your gain on the disposal is the excess amount. This gain would be on revenue account.
- If your sales proceeds were less than your acquisition cost,2 your loss on the disposal is the difference between the two amounts. This loss would be on revenue
account.
• In respect of the other components of your stapled security:
- If your sales proceeds from the units exceeded your cost base, your capital gain for CGT purposes is the excess amount.

For securities acquired before
21 December 20101
• Work out the acquisition cost of each Loan Note and the CGT cost base of each Spark Trust unit, taking into account the consequences of
the Restructure. Appendix 1 may assist you.
• Split the sales proceeds of each Spark Infrastructure security between the Loan Note and the Spark Trust unit. The breakdown
- If your sales proceeds from the units were less than your cost base, your capital loss for CGT purposes is the difference between the two amounts.

CGT discount 

Generally, if you are an individual and you disposed of your Spark Infrastructure securities 12 months or more after acquiring them, your capital gains (which will not include any gains made on the Loan Notes) should qualify for the CGT discount.
in Appendix 1 may assist you.

If you qualify for the CGT discount, your capital gains (after
For securities acquired on
or after
21 December 20101
• Work out the acquisition cost of each Loan Note and the CGT cost base of each Spark Trust unit. Appendix 2 may assist you.
• Split the sales proceeds of each Spark Infrastructure security between the Loan Note and the
being offset by any relevant CGT losses that you have) will
be reduced by 50% in the case of individuals and most trusts, and 33% in respect of complying superannuation entities.
The information below may assist you in determining the acquisition date of each component of your Spark Infrastructure securities.

Spark Trust unit. The breakdown in Appendix 2 may assist you.
For securities acquired before
21 December 20101

For securities acquired on or after
21 December 20101
• The acquisition date of 99.5%
of your Spark Trust units will be
31 December 2010.
• The acquisition date of your remaining Spark Trust units (0.5%) is the date on which you acquired the relevant Spark Infrastructure stapled security.
• The acquisition date of each Spark
Trust unit is the date on which you acquired the relevant Spark Infrastructure stapled security.

1. The relevance of 21 December 2010 is that this was the date on which the Restructured dual stapled Spark securities were first traded on the ASX (on a deferred settlement basis). Therefore, if you disposed of your Spark Infrastructure securities by the end of 20 December 2010, or acquired your Spark Infrastructure securities after that date, you would not have participated in the Restructure.

2. The acquisition cost of your Loan Notes will have been adjusted (to take into account the Restructure) if you acquired your Spark Infrastructure securities before 21 December 2010 and disposed of them after that date. The table above will direct you to the Appendices where further information can be found.

Securityholder Tax Guide 20155

INDIVIDUALS - HOW TO COMPLETE YOUR

2015 AUSTRALIAN INCOME TAX RETURN [CONT.]

Completing your tax return

Loan Notes
If you made any gains on the disposal of the Loan Notes, you should work through Section 24 (Other Income) of the TaxPack
2015 Supplement to arrive at the amount(s) you should include at item 24 of your 2015 Australian income tax return

(supplementary section).

24 Other income

Type of income

Category 1

Category 2

Y , , .00

V , , .00

Tax withheld - lump sum

payments in arrears ,

Taxable professional income ,

.00

.00

TOTAL SUPPLEMENT INCOME OR LOSS

For the amounts in the right-hand column

at items 13 to 24 add up all the income $ ,

amounts and deduct any loss amounts.

Transfer this amount to I

on page 3 of your tax return.

, .00

LOSS


If you made any losses on the disposal of the Loan Notes, you should work through Section D15 (Other Deductions) of the TaxPack 2015 Supplement to arrive at the amount(s) you should include at item D15 of your 2015 Australian income tax return (supplementary section).

D15

Other deductions - not claimable at items D1 to D14

or elsewhere on your tax return

Election expenses

, , .00

Description of claim

TOTAL SUPPLEMENT DEDUCTIONS

Other

deductions ,

Add up all the deduction amounts

in the right-hand column. ,

Transfer this amount to D

on page 4 of your tax return.

, .00

, .00

Spark Trust Units
After calculating the capital gains and/or losses in respect of disposals of each unit in Spark Trust, you should work through
Section 18 (Capital Gains) of the TaxPack 2015 Supplement to arrive at the amount(s) you should include at item 18 of your 2015
Australian income tax return (supplementary section).

6  Spark Infrastructure

tax event during the year?



n amount of c

APPENDIX 1

WORKING OUT THE ACQUISITION COST AND COST BASE OF THE COMPONENTS OF A SPARK INFRASTRUCTURE SECURITY THAT WAS ACQUIRED BEFORE 21 DECEMBER 2010

Step 1:  Work out the acquisition cost of the Loan Notes

a. First, you will need to decide how much of your purchase price for each Spark Infrastructure security related to the Loan Note at the time the security was acquired. Whilst it is for you to decide how to split the purchase price of your Spark Infrastructure stapled security, you may choose to use the allocation set out below as a guide.
b. As you held these Loan Notes on 21 December 2010, you will have participated in the Restructure that took place on
31 December 2010. This means that you will need to reduce the acquisition cost of each Loan Note (as determined at step 1a) by $0.60.

Step 2:  Work out the CGT cost base of the units in Spark Trust

The CGT cost base of each Spark Trust unit will be your purchase price for the Spark Infrastructure security, less:
• the acquisition cost of the Loan Note component (which you calculated at step 1); and
• any tax deferred distributions you received from Spark Trust. Information on tax-deferred distributions made by Spark Trust (up to 30 June 2015) is included at Appendix 3.
Do not forget that incidental costs of acquisition and disposal (such as any broker fees) should be included in the acquisition cost/cost base of the securities to which they relate.
Note: The acquisition date of a parcel of your Spark Trust units will be adjusted as a consequence of your participation in the Restructure.

BREAKDOWN OF THE VALUE OF A SPARK INFRASTRUCTURE SECURITY FOR SPARK INFRASTRUCTURE SECURITIES ACQUIRED BEFORE 21 DECEMBER 2010

Spark Infrastructure securities before 21 December 2010 consist of a Loan Note issued by Spark Trust, a unit in Spark Trust, a share in Spark Holdings 1, a share in Spark Holdings 2 and a CDI in Spark Holdings 3.
You may allocate your purchase price as follows:
• Loan Note: $1.251
• Other components of the stapled security: Allocate the remainder of the purchase price/sales proceeds using the following percentage split:
- Spark Trust unit: 41.8%
- Spark Holdings 1 share: 33.6%
- Spark Holdings 2 share: 24.6%
- Spark Holdings 3 CDI: Nil
This is the allocation percentage that was applied at the time of IPO.
For ease of reference, the table below sets out the issue prices for each component of a Spark Infrastructure security (up to 21 December 2010) for issues to the public.

1. The relevance of the $1.25 is that this was the face value of the Loan Note before 21 December 2010.

Securityholder Tax Guide 20157

APPENDIX 2 APPENDIX 3

WORKING OUT THE ACQUISITION COST AND COST BASE OF THE COMPONENTS OF YOUR SPARK INFRASTRUCTURE SECURITIES - SECURITIES ACQUIRED ON OR AFTER 21 DECEMBER 2010 TAX DEFERRED DISTRIBUTIONS MADE BY SPARK INFRASTRUCTURE UP TO 30 JUNE 2015

Step 1: Work out the acquisition cost of the Loan Notes

You will need to decide how much of your purchase price for

DATE

TAX DEFERRED DISTRIBUTION PER SPARK TRUST UNIT


each Spark Infrastructure security related to the Loan Note. Whilst it is for you to decide how to split the purchase price
of your Spark Infrastructure stapled security, you may choose to use the allocation set out below as a guide.

Step 2: Work out the CGT cost base of the units in Spark Trust

The remaining purchase price (after allocation to the Loan
Note) will be the CGT cost base of the Spark Trust unit.
Tax-deferred distributions you received from Spark Trust will reduce the cost base of your Spark Trust units, and can in certain circumstances give rise to capital gains on receipt.
Do not forget that incidental costs of acquisition and disposal (such as any broker fees) should be included in the acquisition cost/cost base of the securities to which they relate.

BREAKDOWN OF THE VALUE OF A SPARK INFRASTRUCTURE SECURITY FOR SPARK INFRASTRUCTURE SECURITIES ACQUIRED ON OR AFTER 21 DECEMBER 2010

Spark Infrastructure securities acquired on or after
21 December 2010 consist of a Loan Note issued by Spark
Trust, stapled to a unit in Spark Trust.
You may allocate your purchase price and sales proceeds as follows:
• Loan Note: $0.651
• Spark Trust unit: Remainder of the purchase price/sales proceeds, after allocation to the Loan Note.
For ease of reference, the table below sets out the issue prices for each component of a Spark Infrastructure security (from 21 December 2010 to 30 June 2015) for issues to
the public.

15 March 2006 0.01 cents

15 September 2006 0.34 cents

15 March 2007 1.26 cents

14 September 2007 1.79 cents

14 March 2008 2.68 cents

15 September 2008 2.48 cents

13 March 2009 2.41 cents

15 September 2009 Nil

15 March 2010 Nil

15 September 2010 Nil

15 March 2011 Nil

15 September 2011 1.25 cents

15 March 2012 1.70 cents

14 September 2012 1.73 cents

15 March 2013 1.70 cents

13 September 2013 2.00 cents

14 March 2014 1.95 cents

12 September 2014 2.25 cents

13 March 2015 2.20 cents

Note: None of the other entities in the Spark Infrastructure group have made any tax deferred distributions.

TYPE  OF ISSUE

ISSUE PRIC PER SECURIT

E  LOAN Y NOTES

UNIT IN SPARK TRUST

Institutional

21 May 2014 Placement $1.76 $0.65 $1.11

30 June 2014 SPP $1.76 $0.65 $1.11

1. The relevance of the $0.65 is that this is the face value of the Loan Note on or after 21 December 2010.

8  Spark Infrastructure

CORPORATE CONTACT DETAILS

REGISTERED OFFICE

Spark Infrastructure

Level 25, 259 George Street, Sydney NSW 2000

T: +61 2 9086 3600

F: +61 2 9086 3666

E: info@sparkinfrastructure.com

W: sparkinfrastructure.com

Managing Director

Rick Francis

Chief Financial Officer

Greg Botham

Company Secretary

Alexandra Finley

Investor Relations

Mario Falchoni

SECURITY REGISTRY

Computershare Investor Services Pty Limited

GPO Box 242

Melbourne Victoria 8060 Australia

T: +61 3 9415 4286 (international)

T: Freecall 1300 730 579 (within Australia)

W: computershare.com

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