International Public Partnerships Limited

AGM Information • Apr 23, 2021

NOTICE OF ANNUAL GENERAL MEETING

INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED

(REGISTERED IN GUERNSEY WITH REGISTRATION NUMBER 45241) (THE 'COMPANY')

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document, or the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your Ordinary Shares in the Company, you should send this document, together with the accompanying proxy form, at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee.

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NOTICE OF ANNUAL GENERAL MEETING

International Public Partnerships Limited Registered in Guernsey with Registration Number 45241 (The 'Company')

NOTICE is hereby given that the AGM of the Company is to be held at Trafalgar Court, Admiral Park, Les Banques, St Peter Port, Guernsey, at 10:00 am on 27 May 2021.

Due to the ongoing Covid-19 pandemic, whilst restrictions in the Bailiwick of Guernsey have been eased, any person arriving into the Bailiwick of Guernsey is presently required to register their journey on a travel tracker and is required to self-isolate for a period of 14 or 21 days upon arrival.

In light of the restrictions currently in place, whilst Guernsey based shareholders are permitted to physically attend the Annual General Meeting, ('AGM') all Shareholders are strongly encouraged to appoint the "Chair of the Meeting" as their proxy and provide voting instructions in advance of the AGM, in accordance with the instructions explained in the Notice and on the accompanying Form of Proxy.

If the Board believes it has become appropriate to make alternative arrangements for the holding of the AGM due to Covid-19, it will ensure that Shareholders are given as much notice as possible. Any further information will be made available by an announcement through a Regulatory Information Service and through the Company's website https://www.internationalpublicpartnerships.com

In addition, the Investment Adviser's presentation on the 2020 results is available on the Company's website (https://www.internationalpublicpartnerships.com/). If any shareholder has any additional questions on this presentation, the Report and Accounts or the resolutions being put to this year's AGM, please email your queries to inppteam-GG@ocorian.com. We will endeavour to answer every shareholder question and responses will be posted on the Company's website after the AGM.

Ordinary Resolutions

• 1. To receive and adopt the audited accounts, the Directors' report, and the Auditors' report for the period ended 31 December 2020.
• 1. To approve the Directors' remuneration for the period ended 31 December 2020.
• 1. To re-appoint Julia Bond as a Director of the Company, retiring in accordance with the AIC Code of Corporate Governance.
• 1. To re-appoint Sally-Ann David as a Director of the Company, in accordance with the AIC Code of Corporate Governance.
• 1. To re-appoint Giles Frost as a Director of the Company, retiring in accordance with the UKLA Listing Rules and the AIC Code of Corporate Governance.
• 1. To re-appoint Mike Gerrard as a Director of the Company, retiring in accordance with the AIC Code of Corporate Governance.
• 1. To re-appoint Meriel Lenfestey as a Director of the Company, in accordance with the AIC Code of Corporate Governance.
• 1. To re-appoint John Le Poidevin as a Director of the Company, retiring in accordance with the AIC Code of Corporate Governance.
• 1. To re-appoint Claire Whittet as a Director of the Company, retiring in accordance with the AIC Code of Corporate Governance.
• 1. To note and sanction an interim dividend in respect of the six months ended 30 June 2020 of 3.68 pence per share and an interim dividend in respect of the six months ended 31 December 2020 of 3.68 pence per share.
• 1. To appoint Pricewaterhouse Coopers, of, 321 Royal Bank Place, Guernsey GY1 4ND as Auditors of the Company and to hold office until the next AGM.
• 1. To authorise the Directors to determine Pricewaterhouse Coopers remuneration.
• 1. THAT, in accordance with Article 108 of the articles of incorporation, the Board may, in respect of dividends declared for any financial period or periods of the Company ending prior to the AGM of the Company to be held in 2022, offer the holders of the Ordinary Shares in the capital of the Company of par value 0.01 penny each (the 'Ordinary Shares') the right to elect to receive further Ordinary Shares, credited as fully paid, in respect of all or any part of such dividend or dividends declared in respect of any such period or periods.

NOTICE OF ANNUAL GENERAL MEETING CONTINUED

Special Resolutions

• 1. To approve that the Company generally be and is hereby authorised for the purposes of section 315 of the Companies (Guernsey) Law, 2008 as amended (the 'Law') to make market acquisitions (as defined in the Law) of Ordinary Shares in the capital of the Company of par value 0.01 penny each (the 'Ordinary Shares') provided that:
• a. The maximum number of Ordinary Shares authorised to be purchased shall be 14.99 per cent. of the Ordinary Shares in issue immediately following this AGM (excluding treasury shares);
• b. The minimum price (exclusive of expenses) which may be paid for such shares is £0.01 per Ordinary Share;
• c. The maximum price (exclusive of expenses) payable by the Company which may be paid for Ordinary Shares shall be the higher of (i) 5 per cent. above the average market value for the five business days before the purchase is made and (ii) the higher of the price of the last independent trade and the highest independent bid at the time of the purchase for any number of Ordinary Shares on the trading venue where the purchase price is carried out;
• d. The authority hereby conferred shall (unless previously renewed or revoked) expire at the end of the AGM of the Company to be held in 2022 or, if earlier, the date falling eighteen months from the passing of these resolutions;
• e. The Company may make a contract to purchase its own Ordinary Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of its own Ordinary Shares in pursuance of any such contract; and
• f. Any Ordinary Share acquired by the Company pursuant to the above authority may, subject to the requirements of the Law, be held as a treasury share in accordance with the Law or be cancelled by the Company.
• 1. THAT the Directors of the Company from time to time (the 'Board') be and are hereby generally empowered in accordance with Article 39.4 of the articles of incorporation (in substitution for the existing power and authority granted at the Company's AGM held in 2020), to allot up to the aggregate number of Ordinary Shares as represent 9.99 per cent. of the number of Ordinary Shares already admitted to trading on the London Stock Exchange's main market for listed securities immediately following the passing of this resolution as if the pre-emption provisions contained in Article 39.1 of the articles of incorporation did not apply to any such allotment, provided that this power shall (unless previously revoked, varied or renewed by the Company) expire on the conclusion of the AGM of the Company to be held in 2022, save that the Company may make prior to such expiry any offer or agreement which would or might require shares to be allotted after expiry of such period and the Board may allot Ordinary Shares pursuant to such an offer or agreement notwithstanding the expiry of the authority given by this resolution.
• 16 To delete, in its entirety, Article 90.4 of the Company's Articles of Incorporation.

By order of the Board Ocorian Administration (Guernsey) Limited Company Secretary

23 April 2021

PO Box 286 Floor 2, Trafalgar Court Admiral Park Les Banques St Peter Port Guernsey GY1 4LY

Directors' remuneration report – resolution 2

Guernsey-registered companies are not obliged to prepare and publish a Directors' Remuneration Report. However, the Company has included details of its Directors' remuneration within the Annual Report and Accounts and an ordinary resolution will be put to shareholders seeking approval of the Directors' remuneration.

Reappointment of Director – resolutions 3 to 9

In accordance with the AIC Code of Corporate Governance, the Board have resolved that all Directors shall offer themselves for reelection on an annual basis. Further, when and if any director shall have been in office (or on re-election would at the end of that term of office) for more than nine years the Company will consider further whether there is a risk that such a director might reasonably be deemed to have lost independence through such long service.

Scrip dividends – resolution 13

This resolution renews the power, given by the Company's shareholders at the last AGM, for the Board to offer shareholders the right to elect to receive further Ordinary Shares, credited as fully paid, instead of cash in respect of all or any part of any dividend (a scrip dividend). The Board believes that the ability for shareholders to receive future dividends from the Company wholly or partly in the form of new Ordinary Shares in the Company will be advantageous for the Company as it will benefit from the ability to retain cash which would otherwise be paid as dividends. It may also benefit certain shareholders depending on their tax status.

Market purchases – resolution 14

This resolution renews the share buy-back authority that was given by the Company's shareholders at last year's AGM. Resolution 14 gives the Board authority to make market purchases of the Company's own shares, up to 14.99 per cent. of the Company's issued share capital (as at the time immediately following the passing of the resolution) and subject to minimum and maximum purchase prices. This authority will only be invoked if, after taking proper advice, the Directors consider that benefits will accrue to shareholders generally.

Disapplication of pre-emption rights – resolution 15

This resolution, a standard resolution for investment companies listed under Chapter 15 of the UK Listing Rules, renews the authority given to the Board at last year's general meeting to allot Ordinary Shares for cash without first offering them to existing holders on a pro rata basis. The number of shares allotted must be less than 10 per cent. of the number of Ordinary Shares admitted to trading on London Stock Exchange plc's main market for listed securities immediately following the passing of this resolution.

The Board does not currently intend to allot shares under this power other than to take advantage of opportunities in the market as they arise, and only if they believe it would be advantageous to the Company's shareholders to do so. The Board also confirms that no allotment of new shares will be made unless the lowest market offer price of the shares is at least a premium to the latest published net asset value.

Deletion of Article 90.4 of the Company's Articles of Incorporation – resolution 16

This resolution will remove the Article requiring a Director to vacate their office on reaching the age of 70 years.

Note from the Board:

Members are requested to submit their votes in respect of all the resolutions proposed in this Notice of AGM. It is the recommendation of the Board that Members vote in favour of each resolution on the basis that the Board considers their passing to be in the best interests of the members as a whole.

Certain of the Board are also members of the Company, each of whom intends to vote in favour of all resolutions proposed in this Notice of AGM. Their holdings as at the date of this notice are as follows:

	Ordinary
	Shares of	Percentage of
	0.01p each	total issued
	held	share capital
Julia Bond	60,323	< 0.01%
Giles Frost*	944,109	0.06%
Mike Gerrard	159,181	< 0.01%
Meriel Lenfestey	9,979	< 0.01%
John Le Poidevin	130,350	< 0.01%
Claire Whittet**	74,594	< 0.01%

* Directly and through a wholly-owned company.

** Holds shares through a Retirement Annuity Trust Scheme jointly with Ms Whittet's spouse.

NOTICE OF ANNUAL GENERAL MEETING CONTINUED

Notes to the Notice of the AGM:

• 1. A member who is entitled to attend, speak and vote at the meeting is entitled to appoint one or more proxies to attend, speak and vote on behalf of him, should circumstances change that safely permit shareholders or their proxies to attend the AGM. The proxy need not be a member of the Company.
• 1. A form of proxy is enclosed with this notice. To be effective, the instrument appointing a proxy (together with any power of attorney or other authority under which it is executed or a duly certified copy of such power) must be sent to the Company's Registrar, Link Group, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, by 10:00 am on 25 May 2021. Alternatively, Shareholders may submit proxies electronically no later than 10:00 am on 25 May 2021 using the Link Share Portal Service at www.signalshares.com. A corporation may execute a proxy under its common seal or by the hand of a truly authorised officer or other agent. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting, should circumstances change that safely permit shareholders or their proxies to attend the AGM.
• 1. An ordinary resolution of the members means a resolution passed by a simple majority.
• 1. A special resolution of the members means a resolution passed by a majority of not less than 75%.
• 1. The form of proxy is valid for use at the AGM and any adjournment thereof.
• 1. More than one proxy may be appointed provided each proxy is appointed to exercise the rights attached to different shares. A member who wishes to appoint more than one proxy may obtain additional proxy forms from Link Group and must indicate clearly on each proxy form the number of shares it is instructing that proxy in respect of.
• 1. A member is not entitled to take part in the AGM or vote at the same (whether personally or by representative or proxy) unless the following conditions have been satisfied: (i) all calls and amounts due from him to the Company have been paid; (ii) in respect of any Ordinary Shares he has acquired, he has been registered as their holder; and (iii) if and for so long as the Directors determine, he or any other person appearing to be interested in the Ordinary Shares held by him has complied with any notice requiring the disclosure of Members' interests.
• 1. In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on the register of members of the Company at close of business on 25 May 2021 shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to attend or vote at that meeting.
• 1. The register of directors' interests kept by the Company shall be open to the inspection of any member of the Company between the hours of 10:00 am and noon for a period beginning fourteen days before and ending three days after the AGM and from the commencement until the conclusion of the AGM.
• 1. The total issued share capital of the Company as at the date of this Notice is 1,620,952,892 Ordinary Shares of 0.01p each. Pursuant to the Company's articles of incorporation, each resolution put to the vote at the AGM shall be decided by a poll.
• 1. As at the date of this Notice of AGM, there are no outstanding warrants and/or options to subscribe for Ordinary Shares.
• 1. If you are a member of CREST, you may register the appointment of a proxy by using the CREST electronic proxy appointment service. Further details are set out below:

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by using the procedures, and to the address, described in the CREST manual (available via www. euroclear.com/CREST) subject to the provisions of the articles of incorporation. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK and Ireland Limited's ('Euroclear') specifications and must contain the information required for such instructions, as described in the CREST manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) by 10:00 am. on 25 May 2021. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST applications host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 34(1) of the Uncertificated Securities (Guernsey) Regulations, 2009.

1. The Annual Report of the Company for the year ended 31 December 2020 is available from the Company's website https://www.internationalpublicpartnerships.com/ and hard copies available upon request from the Company Secretary, Ocorian Administration (Guernsey) Limited (by telephone +44 (0) 1481 742 742 or email: inppteam-GG@ocorian.com).

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FORM OF PROXY INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED (THE 'COMPANY')

You may submit your proxy electronically using The Share Portal at www.signalshares.com.

If not already registered for The Share Portal, you will need your Investor Code.

NOTICE OF AVAILABILITY

Notice of AGM and Annual Report and Accounts for year ending 31 December 2020.

IMPORTANT – PLEASE READ CAREFULLY

You can now access the 2020 Annual Report and Notice of Meeting by visiting this website: www.internationalpublicpartnerships.com

If you wish to receive a paper copy of the Annual Report please contact:

Link Group 10th Floor Central Square 29 Wellington Street Leeds LS1 4DL

Annual General Meeting of International Public Partnerships Limited to be held at Trafalgar Court, Admiral Park, Les Banques, Guernsey at 10:00 am on 27 May 2021.

Name of Registered Shareholder

Bar Code:

To allow effective constitution of the Meeting, if it is apparent to the Chair that no Shareholders will be present in person or by proxy, other than by proxy in the Chair's favour, then the Chair may appoint a substitute to act as proxy in his stead for any Shareholder, provided that such substitute proxy shall vote on the same basis as the Chair.

I/We request my/our proxy to vote in the manner indicated below:

FORM OF PROXY INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED – ANNUAL GENERAL MEETING 2021

Bar Code:

I/We hereby appoint the Chair of the meeting or

Name of Proxy	Number of shares proxy appointed over	Event Code:
and at any adjournment thereof (the 'Meeting').				to be my/our proxy to attend and, on a poll, vote on my/our behalf at the Annual General Meeting of International Public Partnerships Limited to be held at 10:00 am on 27 May 2021
Please mark 'X' to indicate how you wish to vote				Please mark 'X' to indicate how you wish to vote
ORDINARY RESOLUTIONS		Against For	withheld* Vote	ORDINARY RESOLUTIONS	For	Against	withheld* Vote
Auditors' report for the period ended 31 December 2020.	1. To receive and adopt the audited accounts, the Directors' report, and the			11. To appoint Pricewaterhouse Coopers, of 321 Royal Bank Place, Guernsey GY1 4ND as Auditors of the Company and to hold office until the next Annual General Meeting ('AGM').
2020.	2. To approve the Directors' remuneration for the period ended 31 December			12. To authorise the Directors to determine Pricewaterhouse Cooper's remuneration.
with the AIC Code of Corporate Governance.	3. To re-appoint Julia Bond as Director of the Company, retiring in accordance			13. THAT, in accordance with Article 108 of the articles of incorporation, the Board may, in respect of dividends declared for any financial period or periods
accordance with the AIC Code of Corporate Governance.	4. To re-appoint Sally-Ann David as Director of the Company, retiring in			of the Company ending prior to the AGM of the Company to be held in 2022, offer the holders of the Ordinary Shares in the capital of the Company of par value 0.01 penny each (the 'Ordinary Shares') the right to elect to receive
	5. To re-appoint Giles Frost as Director of the Company, retiring in accordance with the UKLA Listing Rules and the AIC Code of Corporate Governance.			further Ordinary Shares, credited as fully paid, in respect of all or any part of such dividend or dividends declared in respect of any such period or periods.
accordance with the AIC Code of Corporate Governance.	6. To re-appoint Michael Gerrard as Director of the Company, retiring in			SPECIAL RESOLUTIONS
accordance with the AIC Code of Corporate Governance.	7. To re-appoint Meriel Lenfestey as Director of the Company, retiring in			14. To approve that the Company generally be and is hereby authorised for the purposes of section 315 of the Companies (Guernsey) Law, 2008 as amended (the 'Law') to make market acquisitions (as defined in the Law) of Ordinary
accordance with the AIC Code of Corporate Governance.	8. To re-appoint John Le Poidevin as Director of the Company, retiring in			Shares in the capital of the Company of par value 0.01 penny each (the 'Ordinary Shares') in line with the provisions stated in the Notice.
accordance with the AIC Code of Corporate Governance.	9. To re-appoint Claire Whittet as Director of the Company, retiring in			15. THAT the Directors of the Company from time to time (the 'Board') be and are hereby generally empowered in accordance with Article 39.4 of the articles of incorporation (in substitution for the existing power and authority granted at
	10. To note and sanction an interim dividend in respect of the six months ended 30 June 2020 of 3.68 pence per share and an interim dividend in respect of the six months ended 31 December 2020 of 3.68 pence per share.			the Company's AGM held in 2020, to allot up to the aggregate number of Ordinary Shares as represent 9.99 per cent. of the number of Ordinary Shares already admitted to trading on the London Stock Exchange's main market in line with the provisions stated in the Notice).
	Please indicate with an 'X' in the box how you wish your vote to be cast.			16. To delete Article 90.4 of the Articles of Incorporation.

Notes

• 1. Only holders of Ordinary Shares, or their duly appointed representatives, are entitled to attend and vote at the Meeting. A member so entitled may appoint (a) proxy(ies) who need not be (a) member(s) to attend and, on a poll, vote on his/her behalf, should circumstances change that safely permit shareholders or their proxies to attend the AGM. A proxy may not speak at the meeting except with the permission of the Chair of the Meeting.
• 1. If you wish to appoint someone other than the Chair of the Meeting as your proxy, please insert his/her name and delete 'the Chair of the meeting or'.
• 1. Should circumstances change that safely permit shareholders or their proxies to attend the AGM, proxies are requested to bring a valid form of photographic identification to the Meeting. In the absence of such identification proxies may be refused admittance to the Meeting.
• 1. A Shareholder may appoint more than one proxy to attend, should circumstances change that safely permit shareholders or their proxies to attend the AGM. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different Ordinary Shares. You may not appoint more than one proxy to exercise rights attached to any one Ordinary Share. When two or more valid but differing instruments of proxy are delivered in respect of the same share for use at the same meeting and in respect of the same matter, the one which is lastly delivered (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the other or others as regards that share. If the Company is unable to determine which instrument was lastly delivered, none of them shall be treated as valid in respect of that share.
• 1. If you wish your proxy to cast all of your votes for or against a resolution you should insert an 'X' in the appropriate box. If you wish your proxy to cast only certain votes for and certain votes against, insert the relevant number of shares in the appropriate box. In the absence of instructions, your proxy may vote or abstain from voting as he or she thinks fit on the specified resolutions and, unless instructed otherwise, may also vote or abstain from voting as he or she thinks fit on any other business (including on a motion to amend a resolution, to propose a new resolution or to adjourn the Meeting) which may properly come before the Meeting.
• Business Reply Plus Licence Number RUCA–ESGL–RSXY

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PXS 1 Link Group Central Square 29 Wellington Street LEEDS LS1 4DL

• 1. The 'Withheld' option on the Form of Proxy is provided to enable you to abstain on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes 'For' and 'Against' a resolution.
• 1. A corporation must seal the Form of Proxy or have it signed by an officer or attorney or any other person authorised to sign.
• 1. In the case of joint Shareholders, any Shareholder who has been elected by such joint Shareholders to represent them and to vote in their name may sign this Form of Proxy. In default of such election, the joint Shareholder whose name stands first on the register of members in respect of the joint shareholding shall alone be entitled to vote.
• 1. To change the identity of your appointed proxy you should submit a new Form of Proxy using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see note 11 below) also apply in relation to amended appointments.
• 1. To change your proxy voting instructions you may simply submit a new Form of Proxy using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see note 11 below) does not apply in relation to amended voting instructions.
• 1. To be valid this Form of Proxy (together with any power of attorney or other authority under which it is signed or a copy of such authority certified notarially or in some other way approved by the Board of Directors) must reach Link Group, PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, as soon as possible but, in any event, by no later than 10:00 am on 25 May 2021. Alternatively, Shareholders may submit proxies electronically no later than 10:00 am on 25 May 2021 using the Link Share Portal Service at www.signalshares.com. Lodgment of a Form of Proxy does not prevent a member from attending the Meeting in person.
• 1. Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures detailed in the CREST manual.