3i Infrastructure PLC — Proxy Solicitation & Information Statement 2013

Jun 4, 2013

3i Infrastructure plc

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 ("FSMA").

If you sell or have sold or otherwise transferred all of your ordinary shares (the "Ordinary Shares") in 3i Infrastructure plc (the "Company"), you should send this document, together with the accompanying Proxy Form (the "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.

A letter from the Chairman, Peter Sedgwick, appears in Part I of this document.

3i Infrastructure plc

(incorporated in Jersey with registered no. 95682)

Notice of Annual General Meeting 2013

A notice convening the Annual General Meeting, which is to be held at 16 Palace Street, London SW1E 5JD on Tuesday 9 July 2013 at 11.00am, (the "Annual General Meeting") is set out on pages 5 and 6 of this document.

Whether or not you intend to be present at the Annual General Meeting, you are requested to complete and sign the accompanying Proxy Form in accordance with the instructions printed thereon or to register the appointment of a proxy electronically. Guidance notes to assist you to complete the Proxy Form or to register the appointment of a proxy electronically are set out on pages 7 and 8 of this document. You are requested to return a completed Proxy Form to Capita Registrars at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU (tel: 0871 664 0300 or, if calling from outside the UK, +44 20 8639 3399; calls made in the UK cost 10p per minute plus network extras), by no later than 11.00am on Sunday 7 July 2013. The return of a completed Proxy Form or appointment of a proxy electronically will not prevent you from attending the Annual General Meeting and voting in person if you so wish and are so entitled.

Table of contents

02 Part I – Letter from Peter Sedgwick, Chairman of the Company
02 1. Introduction
02 2. Resolutions at the Annual General Meeting
04 3. Action to be taken
04 4. Recommendation
05 Part II – Notice of Annual General Meeting
07 Part III – Guidance notes for completion of the Proxy Form and Electronic Proxy Voting

Expected timetable of principal events

Times

All references in this document to times are to London times unless otherwise stated.

Latest time and date for the Proxy Form for the Annual General Meeting to be returned

11.00am on Sunday 7 July 2013

Time and date of Annual General Meeting

11.00am on Tuesday 9 July 2013

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02 3i Infrastructure plc Notice of Annual General Meeting 2013

Part I

Letter from Peter Sedgwick, Chairman of the Company

Directors (all non-executive):
Peter Sedgwick (Chairman)
Philip Austin
Sir John Collins
Paul Masterton
Florence Pierre
Paul Waller
Steven Wilderspin

Registered office
Lime Grove House
Green Street
St Helier
Jersey
JE1 2ST
Channel Islands
(incorporated in Jersey with registered no. 95682)

30 May 2013

Dear shareholder,

Annual General Meeting

1. Introduction

The Annual General Meeting of the Company will be held at 16 Palace Street, London SW1E 5JD on Tuesday 9 July 2013 at 11.00am. The business to be considered at the Annual General Meeting is contained in the formal notice convening the Annual General Meeting on pages 5 and 6 of this document. A brief explanation of each resolution to be considered is set out below.

2. Resolutions at the Annual General Meeting

Resolution 1: The Directors are required to lay the Company's accounts and the auditor's report before the members at a General Meeting. A copy of the Company's accounts for the financial year ended 31 March 2013 (the "2013 Accounts") is enclosed (except for those shareholders who have previously elected to receive e-communications only).

Resolution 2: Listed companies incorporated in the UK are required to prepare a Directors' remuneration report and put a resolution to approve the report to the shareholders at the Annual General Meeting. Although 3i Infrastructure plc is incorporated in Jersey, and has only non-executive Directors, the Board has chosen to ask shareholders to approve the Directors' remuneration report, a copy of which is set out on page 59 of the 2013 Accounts.

Resolution 3: The Directors are pleased to recommend, and the shareholders are requested to declare, a final dividend of 3.52p per Ordinary Share, payable to those shareholders whose names appear on the Register of Members at close of business on 21 June 2013.

Resolutions 4, 5, 6, 7, 8 and 9: The Company's Articles of Association contain provisions for the periodic retirement of Directors. However, in accordance with current best practice in the UK Corporate Governance Code, the Board has decided that all Directors wishing to serve as Directors for the forthcoming year stand for election or re-election (as appropriate) as Directors at this Annual General Meeting. Each Director elected or re-elected will hold office until he or she retires, or otherwise ceases to be a Director in accordance with the Company's Articles of Association or by operation of law, or until he or she resigns.

Ms Florence Pierre and, following his retirement from 3i Group plc, the 3i Group nominated Director of the Company Mr Paul Waller are standing down and will retire permanently from the Board following the Annual General Meeting in 2013. I, along with the rest of the Board, would like to thank them for their significant contribution to the Board. Ben Loomes will replace Paul Waller as the 3i Group nominated Director of the Company.

In accordance with Section B.7.2 of the UK Corporate Governance Code, I will propose the re-election of those Directors wishing to continue at the forthcoming Annual General Meeting and the election of Ben Loomes who has been appointed to the Company's Board to take effect immediately after the Annual General Meeting subject to confirmation by shareholders. The Board believes that each Director standing should be elected, as each has an appropriate level of experience in the infrastructure market or in management of investment vehicles similar to the Company.

The UK Corporate Governance Code recommends that the Board should undertake a formal annual evaluation of its own performance and that of its committees and individual Directors. During the year, the Board conducted its annual evaluation of its own performance and effectiveness and that of its committees and individual Directors. All Board members gave personal views to me in my role as Chairman and I gave feedback to the Board. These processes also involved evaluation by members of the Audit Committee of their performance. The Senior Independent Director also led a review by the Directors of my performance as Chairman.

Brief details of those Directors seeking shareholder approval for re-election or election are set out below.

Peter Sedgwick

Between 2000 and 2006, Peter was a member of the management committee and a vice president of the European Investment Bank ("EIB"), one of the largest multinational lending institutions in the world. He was also a director of the European Investment Fund from 2002 to 2006. Before joining the EIB, he was a career HM Treasury civil servant in the UK. He also sits on the boards of two of 3i Infrastructure plc's Luxembourg subsidiaries, 3i Infrastructure (Luxembourg) Holdings S.àr.l. and 3i Infrastructure (Luxembourg) S.àr.l. He was a trustee and director of Dyslexia Institute Limited (trading as Dyslexia Action) between 2007 and 2011 and has been appointed chairman of Bowel Cancer UK from 2013. Resident in the UK.

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3i Infrastructure plc Notice of Annual General Meeting 2013 03

Part I continued

Philip Austin

Philip has spent most of his career in banking with HSBC in the UK and Jersey and, from 1997 to 2001, was deputy chief executive of the bank's business in the Offshore Islands. In 2001, he became the founding CEO of Jersey Finance Ltd, the body set up as a joint venture between the Government of Jersey and its Finance Industry, to represent and promote the industry in Jersey and internationally. Between 2006 and 2009, he was at Equity Trust where he had direct responsibility for Jersey, Guernsey and Switzerland as well as being a Member of the Group Executive Committee. He has since taken a number of directorships in companies in the financial services sector. He is a Fellow of the Chartered Institute of Bankers and a Fellow of the Institute of Management. Resident in Jersey.

Sir John Collins

Sir John Collins was previously Chairman of DSG International plc, National Power Limited, and Shell UK plc. He was a non-executive director of Rothschild Continuation Holdings AG and The Peninsular and Oriental Steam Navigation Company plc. He has also served as Chairman of the Advisory Committee on Business and the Environment, Chairman of the DTI's Energy Advisory Panel, Chairman of the DTI/DEFRA's Sustainable Energy Policy Advisory Board, President of the Energy Institute and as a Governor of Wellington College. Resident in Guernsey.

Paul Masterton

Paul spent most of his career in the printing and communications industry, holding various appointments in the UK, the United States and in Asia. From 2008 to 2013 Paul was the chief executive of the Durrell Wildlife Conservation Trust, an international wildlife charity. Paul has a number of directorships in banking, insurance and property development and, in 2012, was appointed as the founding chairman for Digital Jersey, a partnership between the Government of Jersey and the digital sector to represent and promote the industry. Resident in Jersey.

Steven Wilderspin

Steven has been the Principal of Wilderspin Independent Governance, which provides independent directorship services, since April 2007. He was previously a director of fund administrator Maples Finance Jersey Limited. He has served on a number of private equity, property and hedge fund boards as well as the boards of special purpose companies engaged in structured finance transactions. Before that, from 1997, he acted as Head of Accounting at Perpetual Fund Management (Jersey) Limited. Qualified Chartered Accountant. Resident in Jersey.

Ben Loomes

Ben joined 3i Group plc in April 2012 and is Group Strategy Director and a member of 3i's Executive Committee and Investment Committee. Prior to joining 3i, Ben was Executive Director within Morgan Stanley's UK investment banking business and before that he was a Principal of Greenhill & Co. International, focusing on European mergers & acquisitions, financing advisory and restructuring. Ben began his career at Goldman Sachs International within its European investment banking division. Resident in the United Kingdom.

Resolutions 10 and 11: Shareholders will be asked to confirm the re-appointment of Ernst & Young LLP as the Company's auditors until the conclusion of the next annual general meeting due to be held in 2014 and to grant authority to the Board to determine their remuneration.

Resolution 12: This resolution gives the Board the authority, in accordance with Article 115 of the Company's Articles of Association, to offer the holders of Ordinary Shares of the Company, to the extent and in the manner determined by the Directors, the right to elect to receive new Ordinary Shares (credited as fully paid) instead of cash, in respect of all or part of any dividend declared or paid in the period between the passing of this resolution and conclusion of the annual general meeting of the Company due to be held in 2014 (the "Scrip Dividend Scheme").

Resolution 13: This resolution gives the Board the authority, in accordance with the Company's Articles of Association, to capitalise the appropriate nominal amounts of new Ordinary Shares of the Company to be allotted pursuant to any elections under the Scrip Dividend Scheme out of the sums standing to the credit of any reserve or account of the Company, to apply such sum in paying up such Ordinary Shares in the Company in full and to allot such Ordinary Shares to the shareholders of the Company making such elections.

Resolution 14: For legal, regulatory and practical reasons there may be occasions when the directors will need the flexibility to issue shares without a pre-emptive offer to existing shareholders. This resolution gives the Board authority to allot equity securities (being Ordinary Shares or rights to subscribe for, or to convert securities into, Ordinary Shares) for cash without first offering them to existing shareholders on a pro-rata basis. The limit on the number of equity securities which may be so allotted is equity securities representing 5% of the issued ordinary share capital of the Company as at 30 May 2013 (representing 44,067,578 Ordinary Shares). The authority expires at close of business on the date falling fifteen months after the date of passing of this resolution or the conclusion of the next annual general meeting of the Company, whichever is the earlier.

This resolution is to be passed as a special resolution under Jersey law and so would require a majority of not less than 66%. However, under the Company's Articles of Association, this resolution requires a majority of 75%.

Resolutions 15 and 16: These resolutions seek to amend the Company's Articles of Association to allow for the share certificates of the Company, or any other instrument, to be authenticated by use of a 'laser seal'. The current Articles of Association only allow the application of a hand-embossed seal of the Company. These resolutions are to be passed as special resolutions under Jersey law and so require a majority of not less than 66%.

Resolution 17: This resolution renews the share buy-back authority that was given at the annual general meeting of the Company last year. Resolution 17 gives the Directors authority to make market purchases of the Company's own shares for cancellation, up to 14.99% of the Company's issued share capital (as at 30 May 2013). This authority will only be invoked if, after taking proper advice, the Directors consider that benefits will accrue to shareholders generally, either through enhancement of Net Asset Value (NAV) per share or gauged by another measure deemed to be more relevant.

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04 3i Infrastructure plc Notice of Annual General Meeting 2013

Part I continued

The resolution specifies the maximum and minimum prices at which shares may be bought. Any shares purchased in this way will be cancelled (and the number of shares in issue reduced accordingly). Given that the Company's shares do not have a nominal value, the Board has decided to provide for the minimum price in the buy-back resolution to be calculated by reference to market value, in order to mirror more closely the spread between minimum and maximum price of other listed companies that use the nominal value of their shares as their minimum price.

There are no warrants to subscribe for equity shares outstanding at 30 May 2013, as unexercised warrants expired on 13 March 2012.

Resolution 17 is to be passed as a special resolution under Jersey law and so requires a majority of not less than 66%.

3. Action to be taken

You will find accompanying this document a Proxy Form for use in relation to the Annual General Meeting. Alternatively, you may register the appointment of a proxy for the Annual General Meeting by accessing the website www.capitashareportal.com. Guidance notes to assist you to complete the Proxy Form or to register the appointment of a proxy electronically are set out on pages 7 and 8 of this document.

Whether or not you intend to be present at the Annual General Meeting, you are requested to complete and sign the accompanying Proxy Form in accordance with the instructions printed thereon or to register the appointment of a proxy electronically. You are required to return a completed Proxy Form to Capita Registrars at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU, by no later than 11.00am on Sunday 7 July 2013. The completion and return of the Proxy Form or the appointment of a proxy electronically will not prevent you from attending the Annual General Meeting and voting in person if you so wish and are so entitled.

If you have any questions relating to the completion and return of the Proxy Form, please telephone Capita Registrars tel: 0871 664 0300 or, if calling from outside the UK, +44 20 8639 3399; calls made in the UK cost 10p per minute plus network extras. Please note that calls to these numbers may be monitored or recorded.

4. Recommendation

The Board considers that the resolutions proposed in the notice of Annual General Meeting are in the best interests of the Company and the shareholders as a whole. Accordingly, the members of the Board (other than, in the case of Resolutions 4 to 9, the Director proposed for re-appointment in each resolution) unanimously recommend shareholders to vote in favour of the resolutions to be proposed at the Annual General Meeting, as all the Directors intend to do in respect of their own beneficial holdings totalling 393,507 Ordinary Shares (representing approximately 0.045% of the Company's issued share capital) as at 30 May 2013, being the latest practicable date prior to the publication of this document.

Yours sincerely,

P. N. Sedgwick

Peter Sedgwick
Chairman

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3i Infrastructure plc Notice of Annual General Meeting 2013 05

Part II

Notice of Annual General Meeting

3i Infrastructure plc

(incorporated in Jersey with registered no. 95682)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of 3i Infrastructure plc (the "Company") will be held at 16 Palace Street, London SW1E 5JD on Tuesday 9 July 2013 at 11.00am for the purpose of considering and, if thought fit, passing the following resolutions:

Ordinary resolutions

1. To receive and consider the Company's accounts for the year to 31 March 2013 and the auditors' report on those accounts.
2. To approve the Directors' remuneration report for the year to 31 March 2013.
3. To declare a final dividend of 3.52p per Ordinary Share, payable to those shareholders whose names appear on the Register of Members at close of business on 21 June 2013.
4. To re-elect Peter Sedgwick as a Director.
5. To re-elect Philip Austin as a Director.
6. To re-elect Sir John Collins as a Director.
7. To re-elect Steven Wilderspin as a Director.
8. To re-elect Paul Masterton as a Director.
9. To elect Ben Loomes as a Director.
10. To re-appoint Ernst & Young LLP as independent auditors of the Company, to hold office until the conclusion of the next annual general meeting.
11. To authorise the Directors to determine the remuneration of the independent auditors.
12. To authorise the Directors, in accordance with Article 115 of the Company's Articles of Association, to offer the holders of Ordinary Shares of the Company, to the extent and in the manner determined by the Directors, the right to elect to receive new Ordinary Shares in the Company (credited as fully paid) instead of cash, in respect of all or part of any dividend declared or paid in the period between the passing of this resolution and conclusion of the Annual General Meeting of the Company to be held in 2014 (the "Scrip Dividend Scheme").
13. To authorise the Directors, in accordance with the Company's Articles of Association, to capitalise the appropriate nominal amounts of new Ordinary Shares of the Company to be allotted pursuant to any elections under the Scrip Dividend Scheme out of the sums standing to the credit of any reserve or account of the Company, to apply such sum in paying up such Ordinary Shares in the Company in full and to allot such Ordinary Shares to the shareholders of the Company making such elections.

Special resolutions

1. That, in accordance with Article 5A.4 of the Company's Articles of Association, the Directors be authorised to allot equity securities (being Ordinary Shares or rights to subscribe for, or to convert securities into, Ordinary Shares) representing up to 44,067,578 Ordinary Shares in the Company for cash as if Article 5A.1 of the Company's Articles of Association did not apply to the allotment for the period expiring on the date falling 15 months after the date of passing of this resolution or the conclusion of the next Annual General Meeting of the Company, whichever is the earlier PROVIDED THAT the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and equity securities may be allotted in pursuance of such an offer or agreement as if the authority conferred by this resolution had not expired.

2. To amend Article 14.3 of the Company's Articles of Association by deleting it in its entirety and replacing it with the following wording:

14.3 Every share certificate shall be either issued under seal (which may be affixed to it or printed on it or a representation of it may be authenticated by laser seal on the certificate) or signed by the Directors or by one Director and the Secretary and shall specify the number and class of the shares to which it relates and the amount or respective amounts paid upon the shares.

1. To amend the Company's Articles of Association by inserting the following as a new Article 104.4A:

104.4A The seal of the Company may be affixed to any instrument or printed on any instrument or a representation of it may be authenticated by laser seal on any instrument.

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06 3i Infrastructure plc Notice of Annual General Meeting 2013

Part II continued

1. That the Company is hereby generally and unconditionally authorised to make market purchases of Ordinary Shares in the capital of the Company provided that:

(a) The maximum number of Ordinary Shares authorised to be acquired is 132,114,600;

(b) The minimum price which may be paid for each Ordinary Share is the lower of (i) £1; and (ii) an amount equal to 75% of the average of the closing mid-market prices for the Ordinary Shares of the Company (derived from the Daily Official List of the London Stock Exchange) for the five business days immediately preceding the date of purchase.

(c) The maximum price (exclusive of expenses) which may be paid for each Ordinary Share is, in respect of a share contracted to be purchased on any day, an amount equal to the higher of (i) 105% of the average of the closing middle market quotations for the Ordinary Shares taken from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which that Ordinary Share is to be purchased; and (ii) the higher of the last independent trade and the highest current independent bid on the London Stock Exchange at the relevant time;

(d) This authority will (unless renewed) expire at the conclusion of the next Annual General Meeting of the Company held after the date on which this resolution is passed or, if earlier, at close of business on the day falling 15 months after that date; and

(e) The Company may make a contract to purchase Ordinary Shares under this authority before this authority expires which will or may be executed wholly or partly after its expiration.

Dated: 30 May 2013

Registered office:
Lime Grove House
Green Street
St Helier
Jersey JE1 2ST
Channel Islands

By order of the Board
State Street Secretaries (Jersey) Limited
Company Secretary

Notes:

1. The Company's shareholders entitled to attend and vote at the above meeting are entitled to appoint one or more proxies to attend and, on a poll, to vote in their place. A proxy need not be a shareholder of the Company.
2. To be valid, a Proxy Form must be completed in accordance with the instructions printed on it and shareholders are requested to deposit it (together with the power of attorney or other authority, if any, under which it is signed or a notarially certified or office copy thereof) by no later than 11.00am on Sunday 7 July 2013 with Capita Registrars at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Completion of a Proxy Form or the appointment of a proxy electronically will not prevent you from attending and voting at the meeting in person if you so wish and are so entitled.
3. Pursuant to Article 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, the Company specifies that only those people registered as shareholders in the register of members of the Company forty-eight hours before the time of the Annual General Meeting or, in the event that the meeting is adjourned, in the register of members forty-eight hours prior to any adjourned meeting, shall be entitled to attend or vote at the Annual General Meeting convened pursuant to this notice in respect of the number of shares registered in their name at that time. Changes to entries in the register of members after forty-eight hours before the time of the Annual General Meeting or, in the event that the meeting is adjourned, in the register of members after forty-eight hours prior to any adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at such meeting.
4. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
5. A corporation must execute the Proxy Form under its common seal or the hand of a duly authorised officer or attorney. The resolution of authorisation (if any) should be returned with the Proxy Form.
6. As at 30 May 2013, the latest practicable date of this notice, the Company's issued share capital consisted of 881,351,570 Ordinary Shares, carrying one vote each. Therefore, the total voting rights in the Company as at that date are 881,351,570 prior to publication.

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3i Infrastructure plc Notice of Annual General Meeting 2013 07

Part III

Guidance notes for completion of the Proxy Form and Electronic Proxy Voting

1. Shareholders entitled to attend and vote at the Annual General Meeting are entitled to appoint one or more proxies to attend, speak, and, on a poll, to vote in their place. If you wish to appoint a proxy please use the Proxy Form enclosed with this document. In the case of joint shareholders, only one need sign the Proxy Form. The vote of the senior joint shareholder will be accepted to the exclusion of the votes of the other joint shareholders. For this purpose, seniority will be determined by the order in which the names of the shareholders appear in the register of members in respect of the joint shareholding. The completion and return of the Proxy Form will not stop you from attending and voting in person at the Annual General Meeting should you wish to do so. A proxy need not be a shareholder of the Company. You may appoint more than one proxy provided each proxy is appointed to exercise the rights attached to a different share or shares held by you.

To appoint more than one proxy you may photocopy the Proxy Form. Please indicate the proxy holder's name and number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of the multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

1. Alternatively, shareholders are given the option to register the appointment of a proxy for the Annual General Meeting electronically by accessing the website www.capitashareportal.com. This website is operated by the Company's registrar, Capita Registrars. Full details of the proxy voting procedure are given on the website and shareholders are advised to read the terms and conditions relating to the use of this facility before appointing a proxy. Electronic communication facilities are available to all shareholders and those who use them will not be disadvantaged in any way. Electronic proxy voting instructions are requested to be submitted using the website www.capitashareportal.com by no later than 11.00am on Sunday 7 July 2013. Any electronic communication sent by a shareholder that is found to contain a computer virus will not be accepted.

2. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting to be held on Tuesday 9 July 2013 and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, 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 CRESTCo's 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 (RA10) by the latest time for receipt of proxy appointments specified in the notice of meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp 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 providers should note that CRESTCo 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, to procure that his CREST sponsor or voting service provider takes) 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 providers 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 Articles 33-34 of the Companies (Uncertificated Securities) (Jersey) Order 1999. All messages relating to the appointment of a proxy or an instruction to a previously appointed proxy, which are to be transmitted through CREST, are required to be lodged no later than 11.00am on Sunday 7 July 2013.

1. You can appoint the Chairman of the Meeting, or any other person, as your proxy. If you wish to appoint someone other than the Chairman, cross out the words "the Chairman of the Meeting" on the Proxy Form and insert the full name and address of your appointee.

2. You can instruct your proxy how to vote on each resolution on which a poll is taken by ticking the "For" or "Against" boxes as appropriate (or entering the number of shares which you are entitled to vote). If you wish to abstain from voting on any resolution on which a poll is taken please tick the box which is marked "Vote Withheld". It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" and "Against" a resolution. If you do not indicate on the Proxy Form how your proxy should vote, he/she can exercise his/her discretion as to whether, and if so how, he/she votes on each resolution, as he/she will do in respect of any other business (including amendments to resolutions) which may properly be conducted at the Annual General Meeting.

3. A company incorporated in England & Wales or Northern Ireland should execute the Proxy Form under its common seal or otherwise in accordance with Section 44 of the Companies Act 2006 or by signature on its behalf by a duly authorised officer or attorney whose power of attorney or other authority should be enclosed with the Proxy Form.

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08 3i Infrastructure plc Notice of Annual General Meeting 2013

Part III continued

1. The Proxy Form and any power of attorney (or a notarially certified copy or office copy thereof) under which it is executed is required to be received by Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by no later than 11.00am on Sunday 7 July 2013. On completing the Proxy Form, sign it and return it to Capita Registrars at the address shown on the reverse of the Proxy Form. As postage has been pre-paid no stamp is required. You may, if you prefer, return the Proxy Form in a sealed envelope to the address shown on the reverse of the Proxy Form. If you quote FREEPOST RSBH-UXKS-LRBC, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU on the envelope, the postage will be paid by the Company, but please allow one week before the deadline to ensure your Proxy Form arrives in time.

2. Pursuant to Article 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, the Company specifies that only those people registered as shareholders in the register of members of the Company forty-eight hours before the time of the Annual General Meeting or, in the event that the meeting is adjourned, in the register of members forty-eight hours prior to any adjourned meeting, shall be entitled to attend or vote at the Annual General Meeting convened pursuant to this notice in respect of the number of shares registered in their name at that time. Changes to entries in the register of members after forty-eight hours before the time of the Annual General Meeting or, in the event that the meeting is adjourned, in the register of members after forty-eight hours prior to any adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at such meeting.