Infra.india Regulatory News (IIP)

1 October 2013

Infrastructure India plc

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

Result of AGM

Management Agreement Amendments

Takeover Code

Infrastructure India plc, the infrastructure fund investing directly into assets in India, announces that at the Annual General Meeting held on 26 September 2013, the resolution proposed in accordance with Article 154.1 of the Articles of Association, that the Company shall cease to continue as constituted ("Resolution 6"), was defeated. All other resolutions were passed. As Resolution 6 was not passed, the Company will continue in its current form and a similar resolution will be proposed at every fifth annual general meeting hereafter.

Related Party Transaction

Following the defeat of Resolution 6, the Company has today agreed to extend the management arrangements with the Company's Asset Manager, Guggenheim Franklin Park Management, LLC ("GFPM"), (the "Management Agreement"). Amongst other changes, the Management Agreement has been extended by three and a half years, to expire no earlier than September 2020. All other material terms remain the same.

The amendments to the Management Agreement are deemed to be a related party transaction under the AIM Rules for Companies. The independent directors of the Company, being M. S. Ramachandran, Timothy Stocks and Timothy Walker, consider, having consulted with Smith & Williamson Corporate Finance Limited in its capacity as the Company's nominated adviser, that the amendments to the terms of the Management Agreement are fair and reasonable insofar as the Company's shareholders are concerned.

Takeover Code

Shareholders are advised that, following changes to the City Code on Takeovers and Mergers in the United Kingdom (the "Takeover Code"), AIM quoted companies with their registered office in the Isle of Man will now automatically fall within the regulation of the Takeover Code. As a result, IIP is now subject to the Takeover Code.

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