Spark Infrastructure : Constitution of Spark Infrastructure Trust (consolidated)

Details

1

General terms

2

1

Declaration of Trust

2

1.1

Declaration of Trust

2

1.2

Name

2

1.3

Stapling

2

2

Assets held on trust

3

2.1

Assets held on trust

3

2.2

Assets vest in RE

3

3

Relevant Securities

3

3.1

Beneficial interest divided into Units

3

3.2

Units confer equal undivided interest

3

3.3

Interest in Assets

3

3.4

Power to issue Units

3

3.5

Income entitlement of Units

3

3.6

Creation of Options

4

3.7

Issue of Options

4

3.8

Offers of Options

4

3.9

Exercise of Options

4

3.10

Rights attaching to Relevant Securities

4

3.11

Fractions and rounding

4

3.12

Reorganisation of Relevant Securities

5

3.13

Transfer of Relevant Securities if Officially Quoted

5

3.14

Transfer of Relevant Securities if not Officially Quoted

5

3.15

Registration

5

3.16

Form of transfer

5

3.17

Instruments of transfer

6

3.18

RE may request holding lock or refuse to register transfer

6

3.19

RE must request holding lock or refuse to register transfer

6

3.20

Notice of holding locks and refusal to register transfer

6

3.21

Proportional takeover offers

6

3.22

Approval of takeover bids

7

3.23

Entitlement to vote on approving resolution

8

3.24

When approving resolution passed

8

3.25

If approving resolution has not been voted on

8

3.26

Cessation of articles 3.22 to 3.26

8

3.27

Restricted Securities

8

3.28

Joint tenancy

8

3.29

Death, legal disability of Member

8

4

Partly Paid Units

9

4.1

Payment of Application Price by instalments

9

4.2

Variation or waiver of terms and conditions

9

4.3

Notice of instalments

9

4.4

Payment of instalments

9

4.5

Failure to pay instalments

10

4.6

If requirements of any notice not complied with

10

4.7

Disposal of Defaulted Units

11

only

4.8

Holder of Defaulted Units

4.9

Evidence of Default

4.10

Consideration for Defaulted Units

4.11

Deductions from consideration for Defaulted Units

4.12

Joint holders

4.13

Rights and obligations attaching to a Partly Paid Unit are

proportionate

use

5

Classes of Units

6

Application Price for Units

6.1

Units issued on or before First Closing Date

6.2

While Units are not Officially Quoted

6.3

Determination of variables in article 6.2

6.4

While Units are Officially Quoted but not Stapled

7

Application procedure

personal

7.1

Application form

7.2

Payment

7.3

RE may reject

7.4

Minimum Holding

7.5

Issue Date

7.6

Uncleared funds

8

Redemption

8.1

Redemption Price

8.2

Determination of variables

8.3

Rounding

8.4

While Units Officially Quoted - Member has no right to

withdraw

8.5

Request for redemption

8.6

While the Trust is Liquid - RE may redeem

8.7

While the Trust is Liquid - time for payment of Redemption

Price

For

8.8

RE not obliged to pay Redemption Price out of own funds

8.9

Aggregate Redemption Price less than Minimum Holding

amount

8.10

Increase of Minimum Holding amount

8.11

When Trust is not Liquid

8.12

RE not obliged to make a withdrawal offer

8.13

Redemption request received before withdrawal offer

8.14

Articles applicable whether or not the Trust is Liquid

8.15

Sums owed to RE

8.16

Transfer of Assets

8.17

RE's power of compulsory redemption

8.18

Buy-back of Units

8.19

Discretionary redemption

© King & Wood Mallesons

Constitution of Spark Infrastructure Trust

97295477

only

9

Valuation of Assets

9.1

RE may value

9.2

Determination of Net Asset Value

9.3

Value of Assets

10

Income and distributions to Members

10.1

RE must determine distributable income

use

10.2

Distributable income

10.3

Preparation of statutory accounts

10.4

Distribution account

10.5

Present entitlement

10.6

Income Distributions

10.7

Satisfaction of present entitlement

10.8

Minimum distribution

10.9

Other distributions

personal

10.10

RE may permit or require reinvestment

10.11

Notification of reinvestment procedures

12

Powers of the RE

10.12

Deemed application if reinvestment applies

10.13

Application Price while Trust Listed if reinvestment applies

10.14

Money held for future reinvestment

10.15

Units issued on reinvestment

10.16

Position on transfer of Units

10.17

Position on transfer of Assets

10.18

Deductions from Distributable Income

11

Payments

11.1

Manner of payment to Members

11.2

Unpresented cheques

11.3

Unsuccessful transfers

11.4

Only whole cents to be paid

11.5

Payment to joint Members

11.6

RE may deduct amounts

For

12.1

General powers

12.2

Contracting powers

12.3

Borrowing powers

12.4

Investment powers

12.5

Power of delegation

12.6

Protection and assistance for those dealing with agents and

delegates

12.7

Agents and delegates may be associates

12.8

Exercise of discretion

12.9

Registration and Listing of the Trust

12.10

Listing of the Trust

13

Retirement of RE

13.1

Voluntary retirement

© King & Wood Mallesons

Constitution of Spark Infrastructure Trust

97295477