HICL Infrastructure Regulatory News (HICL)

1. ORDINARY RESOLUTION

Report and Accounts

To receive and consider the audited accounts, the Directors' report and the Auditors' report for the year ended 31 March 2015.

The Chairman reported that the following votes had been received:

The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution.

IT WAS RESOLVED that the audited accounts, the Directors' report and the Auditors' report for the year ended 31 March 2015 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:

The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution.

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

3. ORDINARY RESOLUTION

Re-election of Director

To re-elect Sally-Ann Farnon as a Director.

The Chairman reported that the following votes had been received:

The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution.

IT WAS RESOLVED that Sally-Ann Farnon be re-elected as a Director.

4. ORDINARY RESOLUTION

Re-election of Director

To re-elect John Hallam as a Director.

The Chairman reported that the following votes had been received:

The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution.

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

5. ORDINARY RESOLUTION

Election of Director

To elect Frank Nelson as a Director.

The Chairman reported that the following votes had been received:

The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution.

IT WAS RESOLVED that Frank Nelson is elected as a Director.

6. ORDINARY RESOLUTION

Re-election of Director

To re-elect Graham Picken as a Director.

The Chairman reported that the following votes had been received:

The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution.

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

7. ORDINARY RESOLUTION

Re-election of Director

To re-elect Christopher Russell as a Director.

The Chairman reported that the following votes had been received:

The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution.

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

8. ORDINARY RESOLUTION

Re-election of Director

To re-elect Ian Russell as a Director.

The Chairman reported that the following votes had been received:

The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution.

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

9. ORDINARY RESOLUTION

Directors Remuneration

To approve the Directors' remuneration report including the proposed annual remuneration of each Director for routine business of the Company, for the year ended 31 March 2016, as set out in the Annual Report.

The Chairman reported that the following votes had been received:

The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution.

IT WAS RESOLVED to approve the Directors' remuneration report including the proposed annual remuneration of each Director for routine business of the Company, for the year ended 31 March 2016, as set out in the Annual Report.

10. 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:

The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution.

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

11. 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:

The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution.

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

SPECIAL BUSINESS

12. SPECIAL RESOLUTION

Annual Remuneration Cap

To approve the proposed increase in the Directors' aggregate annual remuneration cap from £350,000 to £450,000, with effect from 1 April 2015.

The Chairman reported that the following votes had been received:

IT WAS RESOLVED that the proposed increase in the Directors' aggregate annual remuneration cap from £350,000 to £450,000, with effect from 1 April 2015 be approved.

13. SPECIAL RESOLUTION

Annual Remuneration Cap

To re-approve the partial disapplication of the pre-emption rights under Article 9 of the Company's Articles of Incorporation, which was approved at the AGM held on 22 July 2014, thereby giving the Directors the power to allot and issue up to 10.0 per cent. of the 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 the partial disapplication of the pre-emption rights under Article 9 of the Company's Articles of Incorporation, which was approved at the AGM held on 22 July 2014, thereby giving the Directors the power to allot and issue up to 10.0 per cent. of the Ordinary Shares at a premium to current net asset value per share by way of tap issues be approved.

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14. ORDINARY RESOLUTION

Dividend Option

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 financial period or periods.

The Chairman reported that the following votes had been received:

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 financial period or periods.

15. ORDINARY RESOLUTION

Market Acquisitions

To authorise the Company to make market acquisitions of up to 14.99 per cent. of its own issued Ordinary Shares and to make or arrange tender offers for up to 15 per cent. of its own issued Ordinary Shares.

The Chairman advised that the following votes had been received:

The Chairman noted that a vote Withheld is not a vote in law and had not been counted in the calculation of the proportion of the votes for or against a resolution.

IT WAS RESOLVED the Company be authorised to make market acquisitions of up to 14.99 per cent. of its own issued Ordinary Shares and to make or arrange tender offers for up to 15 per cent. of its own issued Ordinary Shares.

Chris Copperwaite

Dexion Capital (Guernsey) Limited

Company Secretary

+ 44 (0) 1481 743940