Spark Infrastructure : Scheme Meetings - Chair's Address and Presentation

For personal use only

Monday, 22 November 2021

The Manager

Company Announcements

Australian Stock Exchange Limited

20 Bridge Street

SYDNEY NSW 2000

Dear Sir / Madam,

Creditors' Scheme Meeting, Concurrent Creditors' Meeting and Trust Meeting - Chair's Address and Presentation

Spark Infrastructure RE Limited (ACN 114 940 984) (in its capacity as responsible entity of Spark Infrastructure Trust (ARSN 116 870 725)) ("Spark Infrastructure") refers to the proposed interdependent Creditors' Scheme and Trust Scheme and related transactions (the "Schemes") under which Pika Bidco Pty Ltd ("Pika Bidco"), an entity owned by funds managed or advised by Kohlberg Kravis Roberts & Co. L.P. and/or its affiliates, Ontario Teachers' Pension Plan Board and Public Sector Pension Investment Board (the "Consortium"), will acquire all of the securities in Spark Infrastructure Trust.

In accordance with ASX Listing Rule 3.13.3, attached to this announcement are the following documents to be presented at Spark Infrastructure's Creditors' Scheme Meeting and Concurrent Creditors' Meeting and Trust Meeting (the "Meetings") which will be held concurrently commencing at 11.00am (Sydney time) today:

1. Chair's address; and
2. Meetings presentation slides.

Spark Infrastructure securityholders may participate in the Meetings via the online platform at https://web.lumiagm.comand by entering the unique 9-digit Meeting ID: 390- 236-931.

The voting results of the Meetings will be communicated to the ASX shortly after the conclusion of the Meetings.

Yours sincerely,

Jenny Faulkner

Company Secretary

Spark Infrastructure

For personal use only

Creditors' Scheme Meeting, Concurrent Creditors' Meeting and Trust Meeting

Monday, 22 November 2021 - 11:00am

Chair's address - Dr Doug McTaggart

Good morning everyone. My name is Doug McTaggart. I am Chair of the Spark Infrastructure Board of Directors. I will be chairing today's meetings which are the following meetings which will be held concurrently:

• the scheme meeting of the securityholders of Spark Infrastructure Trust in their capacity as holders of loan notes issued by Spark Infrastructure pursuant to the Spark Infrastructure Trust Note Trust Deed, which I will refer to during today's meetings as the Creditors' Scheme Meeting;
• the concurrent meeting of the securityholders of Spark Infrastructure Trust in their capacity as holders of loan notes issued by Spark Infrastructure pursuant to the Spark Infrastructure Note Trust Deed, which I will refer to during today's meetings as the Concurrent Creditors' Meeting; and
• the meeting of the securityholders of Spark Infrastructure Trust in their capacity as holders of units in Spark Infrastructure Trust, which I will refer to during today's meetings as the Trust Meeting.

Before proceeding, I would like to acknowledge the many traditional owners of the country on which we are all located today, and recognise their continuing connection to land, waters and culture. I pay my respects to their Elders past, present and emerging.

It is now past the scheduled start time for the meetings and I have been informed that a quorum of securityholders is present for each meeting. Accordingly, I declare each meeting open.

On behalf of my fellow Directors on the Spark Infrastructure Board of Directors, I welcome you to today's meetings.

The Creditors' Scheme Meeting has been convened pursuant to an order of the Supreme Court of New South Wales made on 19 October 2021. The Concurrent Creditors' Meeting has been convened pursuant to the Spark Infrastructure Note Trust Deed and the Trust Meeting has been convened pursuant to the constitution of the Spark Infrastructure Trust. Spark Infrastructure received judicial advice from the Supreme Court of New South Wales on 19 October 2021 that it would be justified in convening the Trust Meeting.

The purpose of the Creditors' Scheme Meeting is for securityholders in their capacity as holders of loan notes issued by Spark Infrastructure pursuant to the Spark Infrastructure Trust Note Trust Deed to vote on the proposed creditors' scheme of arrangement in

For personal use only

relation to the acquisition of all of the loan notes issued by Spark Infrastructure pursuant to the Spark Infrastructure Note Trust Deed by an entity, which I will refer to during today's meetings as Pika Bidco, a newly incorporated company owned by funds managed or advised by Kohlberg Kravis Roberts & Co. L.P. and/or its affiliates, Ontario Teachers' Pension Plan Board and Public Sector Pension Investment Board, who I will refer to during today's meetings collectively as the Consortium. KKR is a leading global investment firm, OTPP is an independent statutory corporation established by the Teachers' Pension Act (Ontario) and PSP Investments is a Canadian Crown corporation, incorporated under the Public Sector Pension Investment Board Act (Canada).

The purpose of the Concurrent Creditors' Meeting is for securityholders in their capacity as holders of loan notes issued by Spark Infrastructure pursuant to the Spark Infrastructure Trust Note Trust Deed to vote on the amendment of the Spark Infrastructure Note Trust Deed and the purpose of the Trust Meeting is for securityholders in their capacity as holders of units in Spark Infrastructure Trust to vote on the amendment of the Spark Infrastructure Trust Constitution and the proposed trust scheme in relation to the acquisition of all of the units in Spark Infrastructure Trust by Pika Bidco.

I have been appointed as the Chair of the meetings by the responsible entity of Spark Infrastructure Trust in accordance with section 252S of the Corporations Act.

As a consequence of the ongoing COVID-19 pandemic, we are hosting the meetings virtually. If we experience any technical issues during today's meetings that may result in a significant number of securityholders being unable to reasonably participate, I will adjourn the meetings. If that occurs, we will lodge an ASX release that sets out the details of the reconvened meetings. We would hope that any technical issues could be resolved quickly, and the reconvened meetings held later today. Please check the ASX if this eventuates.

SPARK INFRASTRUCTURE BOARD OF DIRECTORS AND SENIOR MANAGEMENT

I would like to begin by introducing my fellow Directors who are joining us online today, along with representatives of Senior Management and our legal adviser, Herbert Smith Freehills.

Mr Greg Martin is an independent non-executive director and is Chair of the Remuneration Committee and a member of the Nomination Committee.

Mr Andrew Fay is an independent non-executive director and is a member of the Audit, Risk and Compliance Committee and the Nomination Committee.

Mr Miles George is an independent non-executive director and is a member of the Remuneration Committee, the Audit, Risk and Compliance Committee and the Nomination Committee.

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Ms Anne Brennan is an independent non-executive director and is Chair of the Audit, Risk and Compliance Committee and a member of the Nomination Committee.

Ms Lianne Buck is an independent non-executive director and is a member of the Audit, Risk and Compliance Committee and the Nomination Committee.

Finally, Mr Rick Francis, our Managing Director and Chief Executive Officer.

Also joining us online today are:

• our Chief Financial Officer, Gerard Dover
• our General Counsel and Company Secretary, Jenny Faulkner
• our Head of Renewables, Anthony Marriner;
• our Head of Finance and Investor Relations, Neil Donaldson; and
• Philip Podzebenko, Partner at Herbert Smith Freehills.

PROCEDURAL MATTERS

Before commencing the business of our meetings today I would like to outline the procedure for today's meetings, including how to ask questions and vote.

If you need assistance at any time during today's meetings, please call our securities registry, Boardroom Pty Limited, on 1800 000 639 or +61 2 9290 9600.

HOW TO ASK A QUESTION

Any securityholder or appointed proxy is eligible to ask questions.

If you would like to ask a question you can do so by using the online platform or via telephone. Instructions on how to do this are included in the Scheme Booklet and also now shown on screen.

You may submit questions at any time from now.

Jenny Faulkner, Spark Infrastructure's General Counsel and Company Secretary, will pass questions to me to address as Chair of the meeting. I will endeavour to answer your questions straight away. However I may take a question on notice if necessary.

We will address all questions, however, note that questions may be moderated or amalgamated if there are multiple questions on the same topic.

Each securityholder should restrict themselves to no more than two questions per item. Please also keep them short and to the point, otherwise we may need to summarise them in the interests of time so that as many securityholders as possible have the chance to ask a question.

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It would also be helpful if you could please indicate the resolution number to which your questions relate and provide the capacity in which you are participating if you are representing another party.

HOW TO VOTE

As outlined in the Scheme Booklet, voting on each resolution will be conducted by a poll.

Securityholders or their proxyholders, attorneys and corporate representatives are entitled to vote on the resolutions.

Securityholders had the option to appoint a proxy for today's meetings. If you did not do this, you may also vote via the online platform during the meetings by selecting the voting tab on the navigation bar. Instructions on how to vote are included in the Scheme Booklet and also now shown on screen.

You may vote at any time from now until I close the polls. I will provide a warning before closing the polls.

I will vote all available proxies in favour of the resolutions and during the meetings we will display the number of proxy votes received prior to the meetings in relation to the each of the resolutions.

After the meetings close, your votes will be counted by our securities registry, Boardroom Pty Limited, and the results will be announced to the ASX via the Company Announcement Platform as soon as possible.

Shortly I will say a few words about the proposed Schemes.

We will then move to the formal business of today's meetings. We will invite discussion relevant to each of the resolutions in the order in which they appear in the Notices of Meetings.

The resolutions will be considered with an opportunity for securityholders to ask questions or make comments on each item of business.

I will adjourn the Concurrent Creditors' Meeting and Trust Meeting, then invite discussion on Resolution 1 - Creditor's Scheme Resolution.

As there are four resolutions to be considered across today's meetings and as the resolutions are inter-related and have been set out in the Notices of Meetings which were included in the Scheme Booklet, I propose to take all questions in relation to the Schemes and each of the resolutions at that time. However, owing to formalities, I will also allow for questions and comments again during the Concurrent Creditors' Meeting and the Trust Meeting.