3i Infrastructure : Notice of Annual General Meeting 2023

NOTICE IS HEREBY GIVEN that the 2023 Annual General Meeting of 3i Infrastructure plc (the 'Company') will be held at the offices of 3i Group plc at 16 Palace Street, London SW1E 5JD at 11.00am on Thursday 6 July 2023 for the purpose of considering and, if thought fit, passing the following resolutions:

Ordinary resolutions

1. To receive and consider the Company's accounts for the year to 31 March 2023 and the independent auditor's report on those accounts.
2. To approve the Report of the Remuneration Committee for the year to 31 March 2023.
3. To declare a final dividend of 5.575p per ordinary share of no par value in the capital of the Company (each, an 'Ordinary Share'), payable to those shareholders whose names appear on the Register of Members at close of business on 16 June 2023.
4. To re-elect Richard Laing as a Director.
5. To re-elect Doug Bannister as a Director.
6. To re-elect Wendy Dorman as a Director.
7. To elect Stephanie Hazell as a Director.
8. To re-elect Samantha Hoe-Richardson as a Director.
9. To re-elect Ian Lobley as a Director.
10. To re-elect Paul Masterton as a Director.
11. To re-appoint Deloitte LLP as independent auditor of the Company, to hold office until the conclusion of the next annual general meeting.
12. To authorise the Directors to determine the remuneration of the independent auditor.
13. To authorise the Directors, in accordance with Article 115 of the Company's Articles of Association, to offer the holders of Ordinary Shares of the Company, to the extent and in the manner determined by the Directors, the right to elect to receive new Ordinary Shares in the Company (credited as fully paid) instead of cash, in respect of all or part of any dividend declared or paid in the period between the passing of this resolution and conclusion of the annual general meeting of the Company to be held in 2024 (the 'Scrip Dividend Scheme').

Special resolutions

1. To authorise the Directors, in accordance with the Company's Articles of Association, to capitalise the appropriate number of new Ordinary Shares of the Company to be allotted pursuant to any elections under the Scrip Dividend Scheme out of the sums standing to the credit of any reserve or account of the Company, to apply such sum in paying up such Ordinary Shares in the Company in full and to allot such Ordinary Shares in the Company to the shareholders of the Company making such elections.
2. That, in accordance with Article 5A.4 of the Company's Articles of Association, the Directors be authorised to allot equity securities (being Ordinary Shares in the Company or rights to subscribe for, or to convert securities into, Ordinary Shares in the Company) for cash as if Article 5A.1 of the Company's Articles of Association did not apply to the allotment for the period expiring (unless previously

renewed, varied or revoked by the Company in general meeting) on the date falling 15 months after the date of passing of this resolution or the conclusion of the next annual general meeting of the Company, whichever is the earlier, provided that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and equity securities may be allotted in pursuance of such an offer or agreement as if the authority conferred by this resolution had not expired. The limit on the number of equity securities which may be so allotted is equity securities representing 10% of the issued ordinary share capital of the Company immediately prior to the passing of this resolution.

16. That the Company is hereby generally and unconditionally authorised to make market purchases of Ordinary Shares in the capital of the Company provided that:

1. The maximum number of Ordinary Shares authorised to be acquired is 14.99% of the number of ordinary shares in the capital of the Company in issue immediately prior to the passing of this resolution.
2. The minimum price which may be paid for each Ordinary Share is the lower of (i) £1; and (ii) an amount equal to 75% of the average of the closing middle market quotations for the Ordinary Shares of the Company (derived from the Daily Official List of the London Stock Exchange) for the five business days immediately preceding the date of purchase.
3. The maximum price (exclusive of expenses) which may be paid for each Ordinary Share is, in respect of a share contracted to be purchased on any day, an amount equal to the higher of (i) 105% of the average of the closing middle market quotations for the Ordinary Shares taken from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which that Ordinary Share is to be purchased; and (ii) the higher of the last independent trade and the highest current independent bid for the Ordinary Shares on the London Stock Exchange at the relevant time.
4. This authority will (unless previously renewed, varied or revoked by the Company in general meeting) expire at the conclusion of the next annual general meeting of the Company held after the date on which this resolution is passed or, if earlier, at close of business on the day falling 15 months after that date.
5. The Company may make a contract to purchase Ordinary Shares under this authority before this authority expires which will or may be executed wholly or partly after its expiration.

Dated: 9 May 2023

Ordinary Resolutions

Resolution 1: The Directors are required to lay the Company's accounts and the auditor's report before the members at a general meeting.

A copy of the Company's accounts for the financial year ended 31 March 2023 (the '2023 Accounts') is enclosed (except for those shareholders who have previously consented to receive e-communications only).

The 2023 accounts are also available on the Company's website.

Resolution 2: Listed companies incorporated in the UK are required to prepare a report on the remuneration of the Directors and put a resolution to approve the report to shareholders at each annual general meeting. Although 3i Infrastructure plc is incorporated in Jersey and has only non-executive Directors, the Board has chosen to ask shareholders to approve the Report of the Remuneration Committee, a copy of which is set out on page 115 of the 2023 Accounts. This resolution is advisory only and does not directly affect the remuneration paid to any Director.

Resolution 3: The Directors are pleased to recommend, and the shareholders are requested to declare, a final dividend of 5.575 pence per Ordinary Share, payable to those shareholders whose names appear on the Register of Members at close of business on 16 June 2023.

If the final dividend is approved, it is proposed to be paid on 10 July 2023.

Resolutions 4, 5, 6, 7, 8, 9 and 10: In accordance with the Company's Articles of Association and the AIC Code of Corporate Governance, all Directors wishing to serve as Directors for the forthcoming year will retire from office and stand for re-election as a Director at this Annual General Meeting. In addition, since Ian Lobley is an employee of a company in the same group as 3i Investments plc, the Company's Investment Manager, he is not considered to be independent for the purposes of the Listing Rules and under Listing Rule 15.2.13A is required to stand for re-election annually. As explained in the 2023 Annual report and accounts, it is anticipated that 3i Group plc will nominate a successor to Ian Lobley later in 2023 in accordance with the relationship agreement between 3i Group plc and the Company.

The Board believes the wide variety of skills and experience of the Directors (covering a range of industries and areas of financial services in both the UK and overseas, transportation, supply chain, utilities, branding, renewable energy, asset management, environmental and sustainability issues and accountancy) brings a valuable breadth and depth to the Board's deliberations.

In addition, following this year's formal Board evaluation process and having considered the performance and contribution of each of the Directors, the Board considers that each of the Directors seeking reappointment is effective, committed and has the appropriate level of skills and experience necessary to be an effective Director of the Company. Accordingly the Board considers the contribution of each of the Directors important in enabling the Company to fulfil its purpose of investing responsibly in infrastructure, delivering long-term sustainable returns to shareholders and having a positive impact on our portfolio companies and their stakeholders and so recommends that their reappointments are in the best interests of the Company. TheCompany Secretary's report is summarised in the 2023 Accounts.

The Board is satisfied that on his appointment as Chair, Richard Laing was independent for the purposes of the AIC Code of Corporate Governance (the 'AIC Code'). The Board is also satisfied that on

each of their appointments and to date, each of the other non- executive Directors seeking reappointment, other than Ian Lobley, was and is independent for the purposes of the AIC Code of Corporate Governance.

Given that the Company was considering moving its domicile to the UK, as reported last year, the Board had asked Paul Masterton, who is one of two Jersey-resident Directors on the Board, to remain on the Board for an additional year whilst it awaited the outcome of the UK Government's consultation on UK Corporate Redomiciliation. In considering Paul's status as an independent non-executive Director the Board concluded that there were no circumstances which were likely to impact or could appear to impact, his independence and he was considered to remain an independent director. As detailed in the 2023 Accounts, the Nomination Committee has started the process to recruit a successor for Paul.

The Company has been in discussion with the Jersey Financial Services Commission ('JFSC') regarding its succession plans and the challenges it faces in satisfying the requirement for two Jersey resident directors.

During FY24 the Board will formally request the JFSC to grant the Company a variance to the requirement of having two Jersey resident Directors on the Board. If granted, this will allow the Nomination Committee to conduct future searches for directors in a geographically wider area leading to a move diverse pool of candidates from which to select.

Each of the Directors has undertaken to make sufficient time available to fulfil their commitments to the Company.

Following the review process of all Directors, and in accordance with Provision 23 of the AIC Code of Corporate Governance, the Directors' re-election will be proposed at the forthcoming Annual General Meeting. Each Director re-elected will hold office until he or she retires, otherwise ceases to be a Director in accordance with the Company's Articles of Association or by operation of law, or until he or she resigns.

Brief details of the Directors seeking election or re-election are set out below.

Richard Laing

As an experienced non-executive Director and senior executive, Richard has broad strategic insight and brings long-standing experience of investing in international infrastructure along with a deep knowledge of investment companies and complex financial and funding matters. His current non-executive appointments include non-executive Director roles at JP Morgan Emerging Markets Investment Trust plc and Tritax Big Box REIT plc, and trustee and deputy chair of Leeds Castle Foundation. Richard was non-executive Chair of Perpetual Income and Growth Investment Trust plc and Miro Forestry Company Limited, and a non-executive Director of Murray Income Trust PLC and the London Metals Exchange. As a senior executive Richard was Chief Executive

of CDC Group plc from 2004 to 2011, having joined the organisation in 2000 as Finance Director. Prior to CDC, he spent 15 years at De La Rue, latterly as the Group Finance Director. He also worked in agribusiness at PricewaterhouseCoopers and at Marks & Spencer. He is a Fellow of the Institute of Chartered Accountants in England and Wales (FCA).

Chair and Board member since 1 January 2016. Chair of the Nomination, Disclosure and Management Engagement Committees. Member of the Remuneration Committee. Resident in the UK.

Resolutions 11 and 12: Shareholders will be asked to approve the- appointment of Deloitte LLP as the Company's independent auditor until the conclusion of the next annual general meeting due to be held in 2024 and to grant authority to the Board to determine the auditor's remuneration.

Resolution 13: This resolution gives the Board the authority, in accordance with Article 115 of the Company's Articles of Association, to offer the holders of Ordinary Shares of the Company, to the extent and in the manner determined by the Directors, the right to elect to receive new Ordinary Shares (credited as fully paid) instead of cash, in respect of all or part of any dividend declared or paid in the period between the passing of this resolution and conclusion of the annual general meeting of the Company due to be held in 2024 (the 'Scrip Dividend Scheme').

Special resolutions

Resolution 14: This resolution gives the Board the authority, in accordance with the Company's Articles of Association, to capitalise the appropriate number of new Ordinary Shares of the Company to be allotted pursuant to any elections under the Scrip Dividend Scheme out of the sums standing to the credit of any reserve or account of the Company, to apply such sum in paying up such Ordinary Shares in the Company in full and to allot such Ordinary Shares to the shareholders of the Company making such elections. This resolution is to be proposed as a special resolution under Jersey law and so will require a majority of not less than two thirds of the shares voted on the resolution to pass.

As at the date hereof, the Directors have no intention to exercise the authorities set out in resolutions 13 and 14, although they consider their grant to be appropriate in order to preserve maximum flexibility for the future.

Resolution 15: For legal, regulatory and practical reasons there may be occasions when the Directors will need the flexibility to issue shares without a pre-emptive offer to existing shareholders. This resolution renews the Board's authority to allot equity securities (being Ordinary Shares or rights to subscribe for, or to convert securities into, Ordinary Shares) for cash without first offering them to existing shareholders on a pro-rata basis. The limit on the number of equity securities which may be so allotted is equity securities representing 10% of the issued ordinary share capital of the Company as at the date on which Resolution 15 is passed (this would equate to 922,350,000 Ordinary Shares as at the latest practicable date prior to the date of this document). The authority expires at close of business on the date falling 15 months after the date of passing of this resolution or the conclusion of the next annual general meeting of the Company, whichever is the earlier.

The Company is a closed ended investment company, whose shares are admitted to the premium segment of the official list maintained by the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities. Accordingly any issue of shares (or sale from treasury) by the Company is subject to the additional qualification that the relevant shares must be issued for a price at least equal to the prevailing net asset value for the relevant class of shares.

Given this additional requirement, the Directors believe that an authority to issue new shares in a number equal to up to 10% of the existing issued Ordinary Shares is appropriate.

This resolution is to be proposed as a special resolution and, pursuant to the Articles of Association, will require a majority of not less than 75% of the shares voted on the resolution to pass.

Resolution 16: This resolution renews the share buy-back authority that was given at the annual general meeting of the Company last year. Resolution 16 gives the Directors authority to make market purchases of the Company's own shares for cancellation, up to 14.99% of the issued share capital of the Company as at the date on which Resolution 16 is passed. This authority will only be invoked if, after taking proper advice, the Directors consider that benefits will accrue to shareholders generally, either through enhancement of the Net Asset Value (NAV) per share or gauged by another measure deemed to be more relevant.

The resolution specifies the maximum and minimum prices at which shares may be bought. Any shares purchased in this way will be cancelled (and the number of shares in issue reduced accordingly). Given that the Company's shares do not have a nominal value, the Board has decided to provide for the minimum price in the buy-back resolution to be calculated by reference to market value, in order to mirror more closely the spread between minimum and maximum price of other listed companies that use the nominal value of their shares as the minimum price. The authority expires at close of business on the date falling 15 months after the date of passing of this resolution or the conclusion of the next annual general meeting of the Company, whichever is the earlier.

As at the date hereof, the Directors have no intention to exercise this authority, although they consider its grant to be appropriate in order to preserve maximum flexibility for the future.

This resolution is to be proposed as a special resolution under Jersey law and so will require a majority of not less than two thirds of the shares voted on the resolution to pass.

Recommendation

The Board considers that the resolutions proposed in this Notice of Annual General Meeting are in the best interests of the Company and the shareholders as a whole. Accordingly, the members of the Board (other than, in the case of Resolutions 4 to 10, the Director proposed for re-election in each resolution as appropriate) unanimously recommend shareholders to vote in favour of the resolutions to be proposed at the Annual General Meeting, as all the Directors intend to do in respect of their own beneficial holdings totaling 121,747 Ordinary Shares (representing approximately 0.00132% of the Company's issued share capital as at 9 May 2023, being the latest practicable date prior to the publication of this document.