HICL Infrastructure Regulatory News (HICL)

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi

1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached: ii

HICL Infrastructure Company Limited

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

An event changing the breakdown of voting rights

Other (please specify):

Proxy Voting

X

3. Full name of person(s) subject to thenotification obligation: iii

BT Pension Scheme Trustees Limited as trustee of the BT Pension Scheme. See Section 9 for further information.

4. Full name of shareholder(s)  (if different from 3.):iv

Hermes Equity Ownership Services Limited

5. Date of the transaction and date onwhich the threshold is crossed orreached: v

19 April 2011

6. Date on which issuer notified:

20 April 2011

7. Threshold(s) that is/are crossed orreached: vi, vii

5%

8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type ofshares

if possible usingthe ISIN CODE

Situation previousto the triggeringtransaction

Resulting situation after the triggering transaction

NumberofShares

NumberofVotingRights

Numberof shares

Number of votingrights

% of voting rights x

Direct

Direct xi

Indirect xii

Direct

Indirect

B0T4LH6

BG000NC6J81

13,349,040

13,349,040

N/A

N/A

29,795,360

N/A

5.0060%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate xiii

Exercise/Conversion Period xiv

Number of votingrights that may beacquired if theinstrument isexercised/ converted.

% of votingrights

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financialinstrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

Number of voting rights instrument refers to

% of voting rights xix, xx

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

29,795,360

5.0060%

9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi

BT Pension Scheme Trustees Limited, as trustee of the BT Pension Scheme ("BTPS") is the parent undertaking of Britel Fund Nominees Limited and Britel Fund Trustees Limited, which is the parent undertaking of Hermes Fund Managers Limited ("HFML"). HFML is the parent undertaking of:

Hermes Equity Ownership Services Limited ("HEOS") (voting rights: 5.0060%)

This notification is also being made in respect of HEOS, which is an indirect holder of shares for the purpose of DTR 5.2.1(h). The voting rights include the following: (i) all of the voting rights of the underlying clients of HEOS for whom it provides voting services; (ii) all of the voting rights attaching to the direct shareholding of BTPS; (iii) all of the voting rights attaching to shares managed by HIML; and (iv) the voting rights attaching to the direct shareholding of BTPS that are managed by HSL.

Please see Section 13 for further information.

Proxy Voting:

10. Name of the proxy holder:

See Comment in Section 13.

11. Number of voting rights proxy holder will ceaseto hold:

See Comment in Section 13.

12. Date on which proxy holder will cease to holdvoting rights:

See Comment in Section 13.

13. Additional information:

HEOS hold the voting rights under a standing proxy contained in agreements for the provision of voting services to various underying clients for the purposes of DTR 5.2.1(h), which includes all of the shares owned directly by BTPS, all of the voting rights attaching to shares managed by HIML and the voting rights attaching to the direct shareholding of BTPS that are managed by HSL.

All voting rights held on behalf of the above entities are aggregated for the purposes of DTR 5.2.1(e).

This disclosure is made by BT Pension Scheme Trustees Limited as trustee of the BT Pension Scheme, which is the ultimate parent undertaking for the purposes of DTR 5.2.1(e).

14. Contact name:

Valerie Davison (v.davidson@hermes.co.uk)

15. Contact telephone number:

020 7680 2177

Note: Annex should only be submitted to the FSA not the issuer

Annex: Notification of major interests in share

A: Identity of the persons or legal entity subject to the notification obligation

Full name

(including legal form of legal entities)

BT Pension Scheme Trustees Limited

Contact address

(registered office for legal entities)

1 Portsoken Street, London E1 8HZ

Phone number & email

020 7702 0888

Other useful information

(at least legal representative for legal persons)

BT Pension Scheme Trustees Limited is the parent undertaking of the group of companies subject to the notification obligation as indirect holders of voting rights for the purpose of DTR 5.2.1(h) and 5.2.1(e).

B: Identity of the notifier, if applicable

Full name

Hermes Fund Managers Limited as agent for BT Pension Scheme Trustees Limited

Contact address

1 Portsoken Street, London E1 8HZ

Phone number & email

020 7680 2177

Other useful information

(e.g. functional relationship with the person or legal entity subject to the notification obligation)

Hermes Fund Managers Limited acts as the authorised administration agent on behalf of BT Pension Scheme Trustees Limited

C: Additional information

Please contact Valerie Davidson on the above number for further information.

Copy sent to Company Secretary 01481 743 941

For notes on how to complete form TR-1 please see the FSA website.