HICL Infrastructure Regulatory News (HICL)

1. ORDINARY RESOLUTION

IT WAS RESOLVED that the Financial Statements of the Company for the year ended 31 March 2009 with the Report of the Directors and Auditors thereon be received and adopted.

In Favour - 104,184,015 (93.776%)

Against - 6,915,324 (6.224%)

Withheld - 647,209

2. ORDINARY RESOLUTION

IT WAS RESOLVED that Mr John Hallam be re-elected as a Director.

In Favour - 111,714,741 (99.975%)

Against - 27,607 (0.025%)

Withheld - 4,200 

3. ORDINARY RESOLUTION

IT WAS RESOLVED that the appointment of KPMG Channel Islands Limited as Auditors of the Company for the year ending 31 March 2010 be and is hereby approved.

In Favour - 111,714,741 (99.975%)

Against - 27,607 (0.025%)

Withheld - 4,200

4. ORDINARY RESOLUTION

IT WAS RESOLVED that the fixing of the auditors remuneration by the Directors for the year ending 31 March 2010 be and is hereby approved and ratified.

In Favour - 111,742,291 (100.000%)

Against - 57 (0.000%)

Withheld - 4,200

5. ORDINARY RESOLUTION

IT WAS RESOLVED that the Board may, in respect of dividends declared for any financial period or periods of the Company ending prior to the next Annual General Meeting of the Company, offer shareholders the right to elect to receive further shares, credited as fully paid, in respect of all or any part of such dividend or dividends declared in respect of any such period or periods.

In Favour - 111,727,348 (99.987%)

Against - 15,000 (0.013%)

Withheld - 4,200

6. SPECIAL RESOLUTION

IT WAS RESOLVED that the Directors be and hereby are authorised to exercise their discretion under and in accordance with the Articles of Association of the Company and the Laws to:

(a) make market purchases (within the meaning of The Companies (Guernsey) Law 2008) of the Ordinary Shares issued or to be issued by the Company, PROVIDED THAT in respect of purchases to be made on the market at the London Stock Exchange plc:

(i) the maximum number of Ordinary Shares authorised to be acquired is 14.99 per cent. of the Ordinary Shares in issue on the date of this resolution;

(ii) the minimum price per Ordinary Share is 0.01p; and

(iii) the maximum price which may be paid for any Ordinary Share is the amount equal to (i) 105 per cent. of the average of the middle market quotations for an Ordinary Share as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the share is purchased (ii) the price of the last independent trade and (iii) the highest current independent bid at the time of purchase;

(b) make or arrange tender offers in accordance with the Prospectus and The Companies (Guernsey) Law 2008, of up to a maximum of 15 per cent. of the Ordinary Shares in issue on the date of this resolution at a price of 97 per cent. of the Net Asset Value per share as at the close of business on the relevant Calculation Date (as defined in the Prospectus);

(c) make subsequent issues of Ordinary Shares, 

such authority to expire:

(i) in respect of paragraphs (a) and (c) above on the anniversary of this special resolution or the next annual general meeting of the Company, which ever is the later; and

(ii) in respect of paragraph (b) above on the second anniversary of this special resolution or the next but one annual general meeting of the Company, whichever is the later.

In Favour - 111,664,418 (99.947%)

Against - 58,930 (0.053%)

Withheld - 23,200