Spark Infrastructure : 2016 annual report & 2017 AGM

Wednesday, 19 April 2017‌

The Manager

Company Announcements Australian Stock Exchange Limited 20 Bridge Street

SYDNEY NSW 2000

Dear Sir / Madam

Please find attached Spark Infrastructure's Notice of Meeting for the 2017 Annual General Meeting, 2016 Annual Report, and 2016 Shareholder Review. An updated Corporate Governance Statement is also attached.

Yours faithfully,

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

Dear Fellow Securityholders

A copy of the Notice of Meeting for the 2017 Annual General Meeting of Spark Infrastructure (AGM) is attached. The meeting will be held on Tuesday, 23 May 2017 at 11:30am (Sydney time) at the Radisson Blu Plaza Hotel, 27 O'Connell Street, Sydney NSW.

There are a number of items on the agenda for this year's AGM, including consideration of the financial and statutory reports, election and re-election of Directors, adoption of the Remuneration Report and approval of the Managing Director and Chief Executive Officer's long-term incentive grant under Spark Infrastructure's equity incentive plan. Further details about each of the proposed resolutions is set out in the Notice of Meeting and Explanatory Notes enclosed with this letter.

In addition, Mr James Dunphy has again self-nominated for election to the Board (Resolution 3). The Board appointed an independent external specialist advisory firm to assist in its consideration of Mr Dunphy's external nomination. Having undertaken a formal assessment process, which had regard to the criteria for director skills and experience adopted by the Board for director appointments, the Board does not believe that it is in the best interests of Securityholders that Mr Dunphy be elected as a director. The Board therefore does not support his election as a director and recommends that Securityholders vote against his election.

The Board believes that orderly succession and renewal of the Board is achieved by careful long-term planning. The appropriate composition of the Board is continually under review. As announced in November 2016, Dr Keith Turner will retire at the conclusion of the AGM, having served on the Board of Spark Infrastructure since 2009. The Board also announced the appointment of Mr Greg Martin as a Director of the Board with effect from 1 January 2017. Mr Martin is standing for election at the AGM.

Your Board believes that the overall composition of the Board is appropriate and enables it to effectively govern Spark Infrastructure on behalf of Securityholders, in the best long-term interests of Spark Infrastructure.

If you are unable to attend in person, I encourage you to appoint a proxy to attend and vote on your behalf at the AGM. The Notice of Meeting and enclosed Proxy Form explain how you can appoint a proxy. Securityholders that are unable to attend can also view the webcast of the AGM at www.sparkinfrastructure.com.

On behalf of the Board, we look forward to welcoming you to the 2017 AGM.

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Spark Infrastructure RE Limited ACN 114 940 984 AFSL 290436 ("Spark Infrastructure RE")

as responsible entity of Spark Infrastructure Trust ARSN 116 870 725 ("Spark Infrastructure Trust") (together "Spark Infrastructure")

Concurrent annual general meetings of the unitholders and noteholders of Spark Infrastructure Trust (the "Securityholders") ("Annual General Meeting")

Spark Infrastructure Trust will hold its Annual General Meeting on Tuesday, 23 May 2017 at 11:30am (Sydney time) at the Radisson Blu Plaza Hotel, 27 O'Connell Street, Sydney NSW.

Business

To present the annual financial report, directors' report and auditor's report for Spark Infrastructure (representing Spark Infrastructure Trust and its consolidated entities) for the 12 months ended 31 December 2016.

Resolution 1 -Re-election of Ms Anne McDonald

To seek approval of the following ordinary resolution as a resolution of Securityholders:

THAT Ms Anne McDonald, who retires by rotation, be re-elected as a Director of Spark Infrastructure RE and each of Spark Infrastructure Holdings No. 1 Pty Limited ("Spark Holdings 1"), Spark Infrastructure Holdings No. 2 Pty Limited ("Spark Holdings 2"), Spark Infrastructure Holdings No. 3 Pty Limited ("Spark Holdings 3") and Spark Infrastructure Holdings No. 4 Pty Limited ("Spark Holdings 4"), pursuant to the Governance Deed.

Resolution 2 - Election of Mr Greg Martin

To seek approval of the following ordinary resolution as a resolution of Securityholders:

THAT Mr Greg Martin be elected as a Director of Spark Infrastructure RE and each of Spark Holdings 1, Spark Holdings 2, Spark Holdings 3 and Spark Holdings 4, pursuant to the Governance Deed.

To seek approval of the following ordinary resolution as a resolution of Securityholders:

THAT Mr James Dunphy, who has nominated himself for election, be elected as a director of Spark Infrastructure RE and each of Spark Holdings 1, Spark Holdings 2, Spark Holdings 3 and Spark Holdings 4, pursuant to the Governance Deed.

To seek approval of the following ordinary resolution as a resolution of Securityholders:

THAT approval is given for all purposes to grant to Spark Infrastructure's Managing Director and Chief Executive Officer, Mr Rick Francis, 234,978 Performance Rights under the Spark Infrastructure Equity Incentive Plan as his 2017 long term incentive award, on the terms set out in the Explanatory Notes to this Notice of Meeting.

To seek approval of the following ordinary resolution as a non-binding resolution of Securityholders:

THAT Spark Infrastructure's remuneration report for the financial period ended 31 December 2016 be adopted.

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