HICL Infrastructure Regulatory News (HICL)

ORDINARY RESOLUTION 1

The Chairman advised that the following votes on a poll had been received:

That the proposed purchases by the Group from InfraRed Infrastructure Fund II of a 29.2 per cent. equity and loan note interest in the Bradford Schools Project and a 50 per cent. equity and loan note interest in the University of Sheffield Project on such terms as may be agreed by the Group and InfraRed Infrastructure Fund II, subject to all other actions necessary to effect such purchase, be and are hereby approved.

SPECIAL RESOLUTION 1

The Chairman advised that the following votes on a poll had been received:

That: (i) the Issue on the terms and subject to the conditions described in the Circular be and is hereby approved; and (ii) the Directors be and hereby are empowered to allot up to 140 million Ordinary Shares for cash (in substitution for any existing such power or authority other than pursuant to Special Resolution 2), as if Article 9 of the Company's Articles did not apply to the allotment, provided that:

(a) this power shall (unless previously revoked, varied or renewed by the Company) expire on 31 May 2013, 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; and

(b) this power shall be limited to the allotment of New Ordinary Shares under the Issue.

SPECIAL RESOLUTION 2

The Chairman advised that the following votes on a poll had been received:

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 immediately following the completion of the Issue (or, if the Issue does not proceed, the date of the publication by the Company of an announcement to this effect) for cash (in substitution for any existing such power or authority other than pursuant to Special Resolution 1), as if Article 9 of the Company's Articles did not apply to the allotment for the period expiring on the date falling 15 months after the date of the passing of this resolution or the conclusion of the next annual general meeting of the Company, which ever 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.

Gillian Newton/Christopher Copperwaite

Dexion Capital (Guernsey) Limited

+44 (0)1481 732814/732815