Explanatory Notes

Financial reports

The financial reports, directors' reports and auditor's reports for the Spark Infrastructure Group for the financial year ended
31 December 2008 will be presented to the meeting.

Holders of Stapled Securities will have an opportunity to ask questions about or make comments on the management of Spark Infrastructure. Holders of Stapled Securities will also be given an opportunity to ask the auditor questions relevant to the conduct of the audit, the preparation and the content of the auditor's reports, the accounting policies adopted by the company in relation to the preparation of the financial statements, and the independence of the auditor in respect of the conduct of the audit.

Remuneration report

The remuneration report of Spark Infrastructure for the financial year ended 31 December 2008 is set out on pages 16 to 17 of Spark Infrastructure's annual report 2008.

The remuneration report sets out Spark Infrastructure's remuneration arrangements for directors. Spark Infrastructure does not have any senior executives. One of the responsibilities of Spark Infrastructure Management Limited ("Manager") under the management agreement between the Manager and Spark Infrastructure is to make available senior executives to Spark Infrastructure. Spark Infrastructure pays the Manager a management fee disclosed at Note 24 to the Financial Statements of Spark Infrastructure's annual report 2008, which is calculated by reference to the enterprise value of Spark Infrastructure and its performance as a listed vehicle with no reference to the remuneration paid to senior executives of the Manager. The Manager is responsible for and must bear the costs incurred by it in providing the management services, including staff costs. On the basis of this structure, the remuneration details of individuals employed by the Manager are not disclosed in the remuneration report of Spark Infrastructure.

Holders of Stapled Securities will have an opportunity to ask questions about or make comments on the remuneration report at the meetings. In addition, the Corporations Act 2001 requires that holders of Stapled Securities be asked to vote on the remuneration report. However, this vote is of an advisory nature only and does not bind Spark Infrastructure or its directors.

Election of directors

Resolutions 3 to 6 relate to the election of directors of Spark Infrastructure.

Majority Independent Board

The board of Spark Infrastructure has resolved to increase the maximum number of directors on the board from eight to 10 so as to facilitate the appointment of an additional independent director and effect a board composition of a majority of independent directors.

The Manager of Spark Infrastructure holds a Special Voting Share issued by each of Spark Infrastructure 1, Spark Infrastructure 2 and Spark Infrastructure International, that allows it to appoint up to 50% of the directors of Spark Infrastructure 1, Spark Infrastructure 2 and Spark Infrastructure International (please refer to Spark Infrastructure's offer document of 18 November 2005 (at section 14.3.4(b) page 238) for a summary of the Special Voting Share rights). The Manager is owned 50% each by Cheung Kong Infrastructure Holdings Limited ("CKI") and RREEF Infrastructure ("RREEF Infrastructure"), which is ultimately owned by Deutsche Bank AG.

The Manager has waived and undertaken not to exercise its right to appoint an additional matching director as its representative on the board of Spark Infrastructure, pursuant to its Special Voting Share rights under the constituent documents of Spark Infrastructure.

Accordingly, with the concurrence of the Manager, Spark Infrastructure appointed Keith Turner as an additional independent director on 13 March 2009 and is now operating with a majority of independent directors in accordance with best practice corporate governance standards. The board consists of 9 directors, five of whom are independent directors. If the resolutions to elect the directors proposed for appointment at this meeting are approved, the board of Spark Infrastructure will continue to have a majority of independent directors.

Spark Infrastructure RE

Resolutions 3 to 6 relate to the election of directors to the Boards of Spark Infrastructure 1, Spark Infrastructure 2 and Spark Infrastructure International only. The ASX Listing Rule requirements for rotation of directors do not apply to the responsible entities of trusts. CKI and RREEF Infrastructure (who ultimately appoint the board of Spark Infrastructure RE (the responsible entity of Spark Infrastructure Trust) have agreed to ensure that all of the directors of Spark Infrastructure 1, Spark Infrastructure 2, Spark Infrastructure RE, and to the extent relevant, Spark Infrastructure International, are the same, and to accommodate a majority of independent directors on the board of Spark Infrastructure RE as well.

Directors standing for election

Under the constitutions of Spark Infrastructure 1 and Spark Infrastructure 2, two directors are required to stand for election at this meeting due to retirement by rotation. The directors to retire must be those who have been longest in office since their last election (and, as between those who have served for the same period of time, as determined by lot or as otherwise agreed among themselves). Accordingly, Stephen Johns and Cheryl Bart, AO retire and stand for election.

In addition, Anne McDonald was appointed to fill a casual vacancy on 1 January 2009 on the retirement of Peter St George. Further, Keith Turner was appointed as an additional independent director on 13 March 2009 following, a board resolution to increase the maximum number of directors to ten directors and effect a majority of independent directors on the board. Therefore, they are required to stand for election at the next annual general meeting following appointment.

The holders of Stapled Securities will have the opportunity to vote in relation to the election of Stephen Johns, Cheryl Bart, AO, Anne McDonald and Keith Turner, who are all independent directors of Spark Infrastructure.

Unlike Spark Infrastructure 1 and Spark Infrastructure 2, Spark Infrastructure International only has three directors, Stephen Johns,
Andrew Hunter and Timothy B. Keith. Under its articles of association, one director is required to stand for election, due to retirement by rotation. Stephen Johns is standing for election. The holders of Stapled Securities will have the opportunity to vote in relation to the election of Stephen Johns, who is an independent director of Spark Infrastructure International. The Board composition of Spark Infrastructure International is of an interim nature and will be reviewed once a decision is made to acquire an offshore asset.

A brief description of each candidate follows:

Election of Stephen Johns

Chairman of the Spark Infrastructure Board and Independent director

Term of Office: Mr Johns was appointed on 8 November 2005

Mr Johns had a long executive career with Westfield where he held a number of positions including that of Finance Director from 1985 to 2002. He was appointed an executive Director of Westfield Holdings Limited and Westfield Trust in 1985 and Westfield America Trust upon its listing in 1996. He became a non-executive Director of the three Westfield boards in October 2003. He is currently a non-executive Director of the Westfield Group, which resulted from the merger of the three listed entities in July 2004.

Mr Johns was a non-executive Director of Brambles Industries Limited and Brambles Industries plc from August 2004 to December 2006, at which time he became a non-executive Director of Brambles Limited, the new holding company of the Brambles Group following a corporate reorganisation which became effective in December 2006. He is also a Director of Sydney Symphony Limited.

The Board (with Mr Johns abstaining) unanimously supports the election of Mr Johns, and recommends that holders of Stapled Securities vote in favour of the resolution.

Election of Cheryl Bart, AO

Independent Director

Term of office: Ms Bart was appointed on 8 November 2005

Ms Bart is a lawyer and has been a non-executive Director on the board of ETSA Utilities ("ETSA") since 1995.

She has significant utilities industry experience and is Chairman of the Audit Committee of ETSA and a member of its Compliance Committee.

Her other current directorship positions include ANZ Trustees Ltd, Economic Development Board (SA), Global Properties Limited, Shaw of Australia, and the Alcohol Education and Rehabilitation Foundation. She is Chairman of the Environment Protection Authority (EPA), South Australian Film Corporation, the Adelaide Film Festival and the Adelaide Film Festival Investment Fund.

Her previous directorships include Sydney Ports Corporation, the Australian Sports Foundation, Soccer Australia, and the Information Economy Advisory Board.

Ms Bart is a member of the Audit and Risk Management Committee ("ARMC").

The Board (with Ms Bart abstaining) unanimously supports the election of Ms Bart, and recommends that holders of Stapled Securities vote in favour of the resolution.

Election of Anne McDonald

Independent Director

Term of office: Ms McDonald was appointed on 1 January 2009

Ms McDonald served as a partner of Ernst & Young for 15 years until 2005. She has broad based business and financial experience, gained through working with a wide cross section of international and local companies, assisting them with audit, transaction due diligence and regulatory and accounting requirements. She was a Board member of Ernst & Young Australia for 7 years.

In addition, Ms McDonald is a non-executive Director of listed entities, including the GPT Group and Speciality Fashion Group. She is also a non-executive director of Westpac Bank's Life and General Insurance businesses, St Vincent's Health Australia and Health Super.

Ms McDonald is a Director of CHEDHA Holdings Pty Limited ("CHEDHA") the holding company of CitiPower and Powercor Australia ("Powercor"), CitiPower and Powercor.

Ms McDonald is a member of the ARMC and the Compliance Committee.

The Board (with Ms McDonald abstaining) unanimously supports the election of Ms McDonald, and recommends that holders of Stapled Securities vote in favour of the resolution.

Election of Keith Turner

Independent Director

Term of office: Dr Turner was appointed on 13 March 2009

Dr Turner possesses extensive experience in the New Zealand energy sector. Most recently, he served as Chief Executive Officer of Meridian Energy Limited from 1999 to 2008. Prior to that, he worked as a private energy expert advising a range of large corporate clients and Government. He has previously served in a number of senior roles in establishing Contact Energy, and in the Electricity Corporation of New Zealand, and the New Zealand Electricity Department, as well as many industry reform roles. He is also currently the Deputy Chairman of Auckland International Airport and Chairman of Flight Experience Group Limited and NZ Milk Co.

The Board (with Dr Turner abstaining) unanimously supports the election of Dr Turner, and recommends that holders of Stapled Securities vote in favour of the resolution.

Issue of Stapled Securities to the Manager

Under the Management Agreement entered into between the Manager and Spark Infrastructure, the Manager is entitled to receive fees for the provision of services under the Management Agreement. In December 2005, a waiver from the ASX of Listing Rules 7.1 and 10.11 was obtained permitting Spark Infrastructure, on receipt of an application by the Manager, to issue stapled securities to the Manager or its nominee in circumstances where a base fee and/or performance fee is payable to the Manager under the Management Agreement without obtaining security holder approval, subject to certain conditions. If those conditions are satisfied, then at the time of proposing to issue such Stapled Securities, Spark Infrastructure does not need to obtain specific security holder approval under Listing Rule 7.1 (approval for issue of securities exceeding 15% of capital) or Listing Rule 10.11 (approval for issue of securities to a related party).

This waiver was conditional on security holder approval being sought every third year for the issue of Stapled Securities to the Manager or its nominee as a base fee and/or performance fee.

Holders of Stapled Securities are asked to vote on the approval of the ability of Spark Infrastructure to issue stapled securities to the Manger or its nominee as a base fee and/or performance fee without additional security holder approval requirements, under the terms of the existing ASX waiver.