HICL Infrastructure Regulatory News (HICL)

26 JULY 2012

HICL INFRASTRUCTURE COMPANY LIMITED (THE "COMPANY")

RESULT OF ANNUAL GENERAL MEETING

The Board of the Company is pleased to announce that all of the resolutions put to shareholders at the Annual General Meeting held on 25th July 2012 were passed. The details of each such resolution are as follows:

ORDINARY BUSINESS

1. ORDINARY RESOLUTION

Report and Accounts

To receive and consider the audited accounts, the Directors' report, the Directors' remuneration and the Auditors' report for the year ended 31 March 2012.

The Chairman reported that the following votes had been received:

IT WAS RESOLVED that the audited accounts, the Directors' report, the Directors' remuneration and the Auditors' report for the year ended 31 March 2012 be received and adopted.

2. ORDINARY RESOLUTION

Re-election of Director

To re-elect Sarah Evans as a Director

The Chairman reported that the following votes had been received:

IT WAS RESOLVED that Sarah Evans be re-elected as a Director.

3. ORDINARY RESOLUTION

Re-election of Director

To re-elect John Hallam as a Director.

The Chairman reported that the following votes had been received:

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

4. ORDINARY RESOLUTION

Re-election of Director

To re-elect Graham Picken as a Director.

The Chairman reported that the following votes had been received:

IT WAS RESOLVED that Graham Picken be re-elected as a Director.

5. ORDINARY RESOLUTION

Re-election of Director

To re-elect Christopher Russell as a Director.

The Chairman reported that the following votes had been received:

IT WAS RESOLVED that Christopher Russell be re-elected as a Director.

6. ORDINARY RESOLUTION

Re-appointment of Auditors

THAT KPMG Channel Islands Limited be re-appointed as auditors of the Company.

The Chairman reported that the following votes had been received:

IT WAS RESOLVED that KPMG Channel Islands Limited be re-appointed as auditors of the Company.

7. ORDINARY RESOLUTION

Remuneration of Auditors

THAT the Directors be authorised to agree the remuneration of the auditors.

The Chairman reported that the following votes had been received:

IT WAS RESOLVED that the Directors be authorised to agree the remuneration of the auditors.

8. ORDINARY RESOLUTION

Directors Remuneration

To approve the annual remuneration of each Director for routine business of the Company, as set out in the Report and Financial Statement, for the year ended 31 March 2013.

The Chairman reported that the following votes had been received:

IT WAS RESOLVED that the proposed annual fee for routine business for each Director (for the year to 31 March 2013) as set out on page 4 of the AGM Notice and in the Report and Financial Statements for the year ended 31 March 2012 be approved.

SPECIAL BUSINESS

9. ORDINARY RESOLUTION

Dividend Option

The Directors propose a renewal of the annual approval that offers shareholders the opportunity to take future dividends wholly or partly in the form of new Ordinary Shares in the Company rather than cash.

The Chairman reported that the following votes had been received:

IT WAS RESOLVED that in accordance with the Company's Articles of Incorporation the Board may, in respect of all and any 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 (whether or not of that class), credited as fully paid, instead of cash in respect of all or any part of such dividend or dividends declared in respect of any such financial period or periods.

10. ORDINARY RESOLUTION

Market Acquisitions

The Directors propose in the following resolution to permit the Company to make market acquisitions and to arrange tender offers of Ordinary Shares within certain conditions. This resolution succeeds the authority which was granted at last year's annual general meeting and which expires on the date of the forthcoming AGM. References to Prospectus in this notice refer to the Company's C share prospectus dated 29 February 2012, available from the Company's website (www.hicl.com).

The Chairman advised that the following votes had been received:

1. THAT the Directors be, and hereby are, authorised to exercise their discretion under and in accordance with the Company's Articles of Incorporation and The Companies (Guernsey) Law, 2008, as amended to:

(a) make market acquisitions (within the meaning of The Companies (Guernsey) Law, 2008, as amended) of the Ordinary Shares issued or to be issued by the Company, PROVIDED THAT in respect of acquisitions 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 the higher of (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 acquired (ii) the price of the last independent trade and (iii) the highest current independent bid at the time of acquisition;

(iv) the authority hereby conferred shall expire on the date falling 18 months after the passing of this resolution or the next annual general meeting of the Company, whichever is the earlier.

(b) make or arrange tender offers in accordance with the Prospectus and The Companies (Guernsey) Law, 2008, as amended of:

(i) up to a maximum of 15 per cent. of the Ordinary Shares in issue on the date of this resolution;

(ii) 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); and

(iii) the authority hereby conferred shall expire on the anniversary of this resolution or the next annual general meeting of the Company, whichever is the later

11. SPECIAL RESOLUTION

Aggregate Remuneration Cap

To approve the proposed increase in the Directors' aggregate remuneration cap from £200,000 to £250,000 effective from 1 April 2012.

The Chairman reported that the following votes had been received:

IT WAS RESOLVED that proposed increase in the Directors' aggregate remuneration cap from £200,000 to £250,000 effective from 1 April 2012, be and is hereby approved.

12. SPECIAL RESOLUTION

Amendment to the M&A - Removal of Management Shares

The Directors propose to amend the Memorandum of Incorporation of the Company to update the authorised share capital of the Company by the removal of Management Shares.

The Chairman reported that the following votes had been received:

IT WAS RESOLVED that paragraph 6 of the Company's Memorandum of Incorporation be and is hereby amended and replaced in its entirety by the adoption of the following paragraph:

"6. The Share Capital of the Company is £199,999.99 divided into 1,999,999,900 Unclassified Shares of 0.01p each (which may be issued as Ordinary Shares, Nominal Shares, C Shares, Deferred Shares or otherwise on such terms and conditions as the Directors determine from time to time)."

13. SPECIAL RESOLUTION

Amendment to the M&A - Removal of reference to Management Shares

The Directors propose to amend the Articles of Incorporation of the Company to remove references to the Management Shares.

The Chairman reported that the following votes had been received:

IT WAS RESOLVED that the Company's Articles of Incorporation be and are hereby amended in the following respects:

a. That the definition of "Management Shares" be hereby deleted from article 1,

b. That article 3(1) be and is hereby amended and replaced in its entirety by the adoption of the following article 3(1):

"3.(1) The Share Capital of the Company is £199,999.99 divided into 1,999,999,900 Unclassified Shares of 0.01p each (which may be issued as Ordinary Shares, Nominal Shares, C Shares or Deferred Shares or otherwise on such terms and conditions as the Directors determine from time to time), each having the rights hereinafter described."

c. That articles 3(2) and 3(3) be and are hereby deleted and replaced with the text "Vacant".

d. That article 63(4) be and is hereby amended and replaced in its entirety by the adoption of the following article 63(4) and 63(5):

"63. (4) Minutes of all resolutions and proceedings of General Meetings shall be duly and regularly entered in a book provided.

"63. (5) On a poll, subject to any special voting powers or restrictions, the holder present in person or by proxy of an Ordinary Share excluding the holders of the Treasury Shares shall be entitled to one vote for each Ordinary Share, or fraction of an Ordinary Share, held by him,

PROVIDED THAT none of the custodian of the Company's assets, any member of the Group nor any connected person in relation to any of them shall be entitled to vote in respect of any Ordinary Shares in the Company held by them as beneficial owners at any meeting of the Company."

e. That article 155(2) be and is hereby amended and replaced in its entirety by the adoption of the following article 155(2):

"155. (2) Subject to Article 162(3), the assets available for distribution among the Members excluding the holders of the Treasury Shares shall then be applied in the following priority:-

(a) firstly, in the payment to the holders of Ordinary Shares of a sum equal to the nominal amount of the Ordinary Shares held by such holders respectively provided that there are sufficient assets available in the Company to enable such payment to be made;

(b) Secondly, in the payment to the holders of the Nominal Shares of sums up to the nominal amount paid up thereon out of the assets of the Company remaining after recourse thereto under Article 155(2)(a) above; and

(c) [vacant]

(d) Thirdly, in the payment to the holders of the Ordinary Shares of any balance then remaining including but without limitation the balance of any assets in the Company."

f. That the words "and Management Shares" be and are hereby deleted from article 162(3)(a).

g. That article 162(9) be and is hereby amended and replaced in its entirety by the adoption of the following article 162(9):

"162. (9) Deferred Shares

As set out above in this Article, Deferred Shares shall only be issued in respect of Conversion of C Shares. In a winding-up after Conversion, Deferred Shares shall be entitled to return an amount equal to their nominal value after return of capital on Ordinary Shares and paid up on Nominal Shares. The provisions in the Articles as to dividend, voting and redemption of the Deferred Shares are set out above in Article 162(2), (4) and (5) respectively."

14. SPECIAL RESOLUTION

Redeem and Cancel the issued Management Shares

The Directors propose to redeem and cancel the issued Management Shares

The Chairman reported that the following votes had been received:

IT WAS RESOLVED that, subject to the passing of Resolutions 12 and 13 above, the Directors be and are hereby authorised to redeem the issued Management Shares at their par value of 0.01p each and subsequently cancel them.

15. SPECIAL RESOLUTION

Amend Articles of Incorporation to clarify definition of invested C share assets

The Directors propose to amend the Articles to clarify the definition of "invested" C Share assets:

The Chairman reported that the following votes had been received:

IT WAS RESOLVED that the Company's Articles of Incorporation be and are hereby amended in the following respects:

h. That article 1 be and is hereby amended by the insertion of the following underlined text:

"... For the purposes of paragraph (a) of the definition of Calculation Time and the definition of Force Majeure Circumstances in relation to any tranche of C Shares, the assets attributable to the C Shares of that tranche shall be treated as having been "invested" if they have been expended by or on behalf o the Company in the acquisition or making of an investment (whether by subscription or purchase of debt or equity, and including, for the avoidance of doubt, any transfer of such assets by the Company to a subsidiary or to a third party for the purpose of an acquisition or investment.) or in the repayment of all or part of an outstanding loan of any member of the Group or if an obligation to make such payment has arisen or crystallised (in each case unconditionally or subject only to the satisfaction of normal pre-issue conditions) in relation to which the consideration amount has been determined or is capable of being determined by operation of an agreed contractual mechanic".

16. SPECIAL RESOLUTION

Partial disapplication of pre-emption rights

The Directors propose a partial disapplication of the pre-emption rights in order to allow the Company to issue new Ordinary shares. This is seeking re-approval for the disapplication which was approved at the EGM held on 23 March 2012 and allows the Company to issue Ordinary Shares at a premium to current net asset value per share by way of tap issues.

The Chairman reported that the following votes had been received:

IT WAS RESOLVED that the Directors be, and hereby are, empowered to allot up to 10.0 per cent of the Ordinary Shares of the Company in issue for cash as if Article 9 of the Company's Articles of Incorporation did not apply to the allotment for the period expiring 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 Ordinary Shares to be allotted after such expiry and Ordinary Shares may be allotted in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.