Infra.india Regulatory News (IIP)

15 September 2016

Infrastructure India plc

("IIP" or the "Company" or, together with its subsidiaries, the "IIP Group")

New Asset Management Agreement

Infrastructure India plc, an AIM quoted infrastructure fund investing directly into assets in India, announces that on 14 September 2016 it entered into a revised and restated management and valuation and portfolio services agreement (the "New Management Agreement") with Franklin Park Management, LLC ("Franklin Park" or the "Asset Manager"), the Company's existing asset manager, to effect a reduction in annual cash fees payable by IIP to the Asset Manager. The other terms of the New Management Agreement are unchanged from those of the prior agreement between the parties.

Under the New Management Agreement, which replaces the previous agreement between the parties, the Group has re-appointed Franklin Park to provide investment advisory and valuation and portfolio services to the Group on an exclusive basis.

Under the New Management Agreement, the Asset Manager is entitled to a fixed annual management fee of £5,520,000 per annum (the "Annual Management Fee"), payable quarterly in arrears. In addition to the Annual Management Fee, the Asset Manager will be issued with 605,716 new ordinary shares in the Company annually (the "Fee Shares"). The Fee Shares will be issued free of charge, on 1 July of each calendar year for the duration of the New Management Agreement.

Under the prior agreement, the Asset Manager was entitled to an annual management fee of 2% of the value of the Group's assets less adjustment for increase in assets purchased from the proceeds of the placing completed by the Company in 2014. Fees for the year ended 31 March 2016 under the previous agreement were £5,910,000.

The New Management Agreement may be terminated for, inter alia, cause by either party or by either party providing the other with twelve months' written notice, subject to such written notice not being given before 30 September 2019.

Should the New Management Agreement be terminated by way of twelve months' prior written notice (by either party), the Asset Manager shall be issued with an additional 151,429 new ordinary shares in the Company, free of charge, on the date of termination.

Franklin Park is the Company's asset manager and, under the AIM Rules for Companies (the "AIM Rules"), Franklin Park is therefore deemed to be a related party to the Company and the New Management Agreement represents a related party transaction under the AIM Rules. The independent directors of the Company, M.S. Ramachandran and Timothy Walker, consider, having consulted with the Company's nominated adviser, that the terms of the New Management Agreement are fair and reasonable insofar as the Company's shareholders are concerned.

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