3i Infrastructure PLC — Proxy Solicitation & Information Statement 2018

Feb 21, 2018

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.

If you sell or have sold or otherwise transferred all of your 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.

3i Infrastructure plc

(incorporated in Jersey with registered no. 95682)

Notice of Extraordinary General Meeting Payment of Special Dividend Approval of Share Consolidation and Renewal of Own Share Purchase Authority

A notice convening an extraordinary general meeting which is to be held at the offices of Hogan Lovells International LLP, Atlantic House, Holborn Viaduct, London EC1A 2FG at midday on 14 March 2018 (the "Extraordinary General Meeting") is set out on page 9 of this document.

Whether or not you intend to be present at the Extraordinary 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 10 and 11 of this document. You are requested to return a completed Proxy Form to Link Asset Services at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU by no later than midday on 12 March 2018 (or, in the event that the meeting is adjourned, 48 hours prior to any adjourned meeting (no account being taken of any part of a day that is not a working day)). The return of a completed Proxy Form or appointment of a proxy electronically will not prevent you from attending the Extraordinary General Meeting and voting in person if you so wish and are so entitled.

A letter from the Chairman of the Company, Richard Laing, appears in Part I of this document and includes your Board's recommendation that you vote in favour of the resolutions to be proposed at the Extraordinary General Meeting.

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02 3i Infrastructure plc Notice of Extraordinary General Meeting 2018

Expected Timetable

Latest time and date for receipt of Proxy Forms
Friday on 12 March 2018

Extraordinary General Meeting
Friday on 14 March 2018

Record date for participation in the Special Dividend and for Share Consolidation
5:00 p.m. on 14 March 2018

Commencement of dealings in New Ordinary Shares
8:00 a.m. on 15 March 2018

Ordinary Shares marked ex Special Dividend
15 March 2018

CREST accounts credited with New Ordinary Shares
15 March 2018

Despatch of certificates for New Ordinary Shares
29 March 2018

Payment of the Special Dividend to Shareholders
29 March 2018

The new ISIN for New Ordinary Shares will be JE00BF5FX167

If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service.

Unless otherwise stated, all references to times in this document are to London time.

Shareholder Helpline

If you have any queries please contact Link Asset Services on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the proposed resolutions nor give any financial, legal or tax advice.

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3i Infrastructure plc Notice of Extraordinary General Meeting 2018 03

Part I

Letter from Richard Laing, Chairman of the Company

Directors (all non-executive):
Richard Laing (Chairman)
Doug Bannister
Wendy Dorman
Robert Jennings CBE
Ian Lobley
Paul Masterton

Registered office:
12 Castle Street
St Helier
Jersey
JE2 3RT
Channel Islands
(incorporated in Jersey with registered no. 95682)
21 February 2018

Dear Shareholder,

Payment of special dividend and Extraordinary General Meeting for the approval of share consolidation and renewal of own share purchase authority.

The Company has performed strongly in the financial year to date, with the realisations of its holdings in Elenia and Anglian Water Group achieved by the Investment Adviser generating exceptional value for Shareholders.

The Board has today announced its intention to return £425 million to Shareholders by way of a special dividend of 41.4 pence per Existing Ordinary Share (the "Special Dividend").

In conjunction with the Special Dividend, the Board is proposing to consolidate every 19 Existing Ordinary Shares into 15 New Ordinary Shares (the "Share Consolidation"). The Share Consolidation is conditional on the New Ordinary Shares being admitted to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities.

In addition, conditional on the Share Consolidation being approved, the Board is seeking Shareholders' consent to update the authority to make market purchases and to issue shares for cash on a non-pre-emptive basis to apply in respect of the New Ordinary Shares following the Share Consolidation. If passed, these authorities will replace those obtained at the 2017 Annual General Meeting.

The purpose of this document is to explain the reasons for these proposals, to convene an extraordinary general meeting of the Company to propose resolutions to approve the proposals (the "Extraordinary General Meeting") and to recommend that Shareholders vote in favour of such resolutions.

The Extraordinary General Meeting will be held at the offices of Hogan Lovells International LLP, Atlantic House, Holborn Viaduct, London EC1A 2FG at midday on 14 March 2018. The business to be considered at the Extraordinary General Meeting is contained in the formal notice convening the Extraordinary General Meeting on page 9 of this document.

Special Dividend

The Special Dividend will be paid to Shareholders on the Register as at 5.00 p.m. on 14 March 2018. The ex dividend date for the Special Dividend will be 15 March 2018. Payment of the Special Dividend is not conditional on the Share Consolidation.

Share Consolidation

As at the close of business on 19 February 2018 (being the last practicable date prior to the publication of this document), when the closing mid-market price per Existing Ordinary Share was 197.80 pence and there were 1,026,549,746 Existing Ordinary Shares in issue, the total amount to be paid as the Special Dividend was equivalent to approximately 21% of the market capitalisation of the Company. The effect of the Share Consolidation will be to reduce the number of Ordinary Shares in issue by approximately the same percentage.

The Share Consolidation is intended to maintain comparability, as far as possible, of the Company's share price before and after the payment of the Special Dividend.

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3i Infrastructure plc Notice of Extraordinary General Meeting 2018

Part I continued

As all Ordinary Shares in the Company will be consolidated, each Shareholder's percentage holding in the total issued share capital of the Company immediately before and after the implementation of the Share Consolidation will (save in respect of fractional entitlements) remain unchanged.

The Share Consolidation will replace every 19 Existing Ordinary Shares with 15 New Ordinary Shares. Fractional entitlements arising from the Share Consolidation will be aggregated and sold in the market with the proceeds being donated to charity. The value of any one Shareholder's fractional entitlement will not exceed the value of one New Ordinary Share.

Purely for illustrative purposes, examples of the effects of the Special Dividend and the Share Consolidation in respect of certain holdings of Existing Ordinary Shares are set out below:

Existing Ordinary Shares	New Ordinary Shares	Special Dividend
100	78	£41.40
250	197	£103.50
500	394	£207.00
1,000	789	£414.00

Following the Share Consolidation, and assuming no further shares are issued or repurchased between 19 February 2018 (being the last practicable date prior to publication of this document) and the date on which the Share Consolidation becomes effective, the Company's total issued share capital will comprise 810,434,010 New Ordinary Shares. The New Ordinary Shares held by Shareholders will have the same rights, including voting and dividend rights, as the Existing Ordinary Shares. Any New Ordinary Shares held in treasury will not rank for dividends or carry voting rights.

Further details of the Special Dividend and Share Consolidation are set out in Part II.

Taxation

A summary of certain taxation consequences of the Special Dividend and the Share Consolidation for certain categories of UK resident Shareholders is set out in paragraph 5 of Part II of this document. As set out in further detail in that paragraph, the Directors have been advised that:

• the tax treatment of the UK resident Shareholders who receive the Special Dividend will generally be similar to the tax treatment of such holders receiving any other dividend paid by the Company; and
• UK resident Shareholders will not generally be treated as having made a disposal of their Existing Ordinary Shares for the purposes of UK taxation of chargeable gains as a result of the Share Consolidation.

Shareholders should read paragraph 5 of Part II and, if they are in any doubt as to their tax position, consult their own independent tax advisers.

Extraordinary General Meeting

A notice convening the Extraordinary General Meeting of the Company to be held at the offices of Hogan Lovells International LLP, Atlantic House, Holborn Viaduct, London EC1A 2FG at midday on 14 March 2018 is set out at the end of this document.

The business to be considered at the Extraordinary General Meeting is contained in the formal notice convening the Extraordinary General Meeting on page 9 of this document.

The first resolution will effect the Share Consolidation which, as a matter of Jersey law, requires the amendment of the Company's memorandum of association. Following the Share Consolidation, the total number of issued Ordinary Shares will be reduced.

The second resolution will refresh the existing authority of the Company to dis-apply pre-emption rights to take account of the Share Consolidation. 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 New Ordinary Shares or rights to subscribe for, or to convert securities into, New 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 a number of equity securities representing 10% of the issued ordinary share capital of the Company as at 19 February 2018 (representing 81,043,401 New Ordinary Shares). The authority expires at close of business 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.

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3i Infrastructure plc Notice of Extraordinary General Meeting 2018 05

As at the date hereof, the Directors have no intention to exercise this authority, although they consider its grant to be appropriate in order to preserve maximum flexibility for the future. As the issue of shares (or sale from treasury) by the Company is subject to the additional qualification that the relevant shares must be issued for a price at least equal to the prevailing net asset value for the relevant class of shares, the Directors believe that the authority to issue new shares equal to 10% of the existing issued Ordinary Shares is appropriate. Otherwise, the Directors intend to comply with the Pre-Emption Group's Statement of Principles insofar as they are relevant to a listed closed-ended investment company.

The purpose of the third resolution is to refresh the existing authority of the Company to make market purchases of Ordinary Shares, to enable the Company to make market purchases of New Ordinary Shares, at the minimum and maximum prices specified in the third resolution. 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 the net asset value per share or gauged by another measure deemed to be more relevant. This authority will apply to up to 121,484,058 New Ordinary Shares, representing approximately 14.99% of the Company's total issued share capital after the Share Consolidation (excluding treasury shares). The Company may either cancel any shares it purchases under this authority or transfer them into treasury (and subsequently sell or transfer them out of treasury or cancel them). 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 the minimum price. The authority expires at close of business on the date falling 15 months after the date of passing this resolution or the conclusion of the next annual general meeting of the Company, whichever is the earlier.

As at the date hereof, the Directors have no intention to exercise this authority, although they consider its grant to be appropriate in order to preserve maximum flexibility for the future.

Action to be taken

You will find accompanying this document a Proxy Form for use in relation to the Extraordinary General Meeting. Alternatively, you may register the appointment of a proxy for the Extraordinary General Meeting by accessing the website www.signalshares.com. Guidance notes to assist you in completing the Proxy Form or to register the appointment of a proxy electronically are set out on pages 10 and 11 of this document.

Whether or not you intend to be present at the Extraordinary 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. To be valid, the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is executed (or a notarially certified copy of such power or authority) must be received by the Company's Registrars, Link Asset Services by no later than midday on 12 March 2018 (or, in the event that the meeting is adjourned, 48 hours prior to any adjourned meeting (no account being taken of any part of a day that is not a working day)). A Business Return Envelope is provided. A postage stamp will not be required when mailing from the UK. Please note that delivery using this service can take up to five business days. Alternatively the Proxy Form can be posted to the following address but a stamp will be required: Link Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU. The completion and return of the Proxy Form or the appointment of a proxy electronically will not prevent you from attending the Extraordinary General Meeting and voting in person if you so wish and are so entitled.

If you have any queries please contact Link Asset Services on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the proposed resolutions nor give any financial, legal or tax advice.

Recommendation

The Board is of the opinion that the proposals are in the best interests of Shareholders as a whole. Accordingly, the Board of the Company recommends Shareholders to vote in favour of the resolutions to be proposed at the Extraordinary General Meeting, as all the Directors intend to do in respect of their own beneficial holdings totalling approximately 100,000 Ordinary Shares in aggregate (representing approximately 0.01% of the Company's issued share capital) as at 19 February 2018, being the latest practicable date prior to the publication of this document.

Yours sincerely,

Richard Laing

Chairman

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06 3i Infrastructure plc Notice of Extraordinary General Meeting 2018

Part II

Further details regarding the Special Dividend and Share Consolidation

1. Share Consolidation

The effect of the Share Consolidation will be that Shareholders on the Register at the close of business on the Record Date will, on the completion of the Share Consolidation, receive 15 New Ordinary Shares for 19 Existing Ordinary Shares and in that proportion for any other number of Existing Ordinary Shares then held. The proportion of the total issued share capital of the Company held by each Shareholder immediately before and following the Share Consolidation will, save for fractional entitlements, remain unchanged. Each New Ordinary Share will carry the same rights as set out in the Company's articles of association that attach to the Existing Ordinary Shares.

Existing mandates and other instructions for the payment of dividends will, unless and until revoked, continue to apply to the New Ordinary Shares.

2. Effects of proposals

For purely illustrative purposes, examples of the effects of the Special Dividend and the Share Consolidation in respect of certain holdings of Existing Ordinary Shares are set out below:

Existing Ordinary Shares	New Ordinary Shares	Special Dividend
100	78	£41.40
250	197	£103.50
500	394	£207.00
1,000	789	£414.00

3. Treatment of Fractions

Shareholders whose holdings of Existing Ordinary Shares cannot be consolidated into an exact number of New Ordinary Shares will be left with a fractional entitlement. New Ordinary Shares representing such fractional entitlements will be aggregated and sold in the market on 15 March 2018 for the best price reasonably obtainable on behalf of the relevant Shareholders. The net proceeds of the sale, after the deduction of the expenses of the sale, will be donated to charity. Shareholders who hold only one Existing Ordinary Share will receive no New Ordinary Shares.

4. Conditionality

The Share Consolidation is conditional on the first resolution set out in the Notice of Extraordinary General Meeting being passed and becoming unconditional. This resolution is also conditional on the New Ordinary Shares being admitted to the premium segment of the Official List by the UK Listing Authority and being admitted to trading on the London Stock Exchange's main market for listed securities by the London Stock Exchange.

5. United Kingdom taxation

The following statements are intended as a general guide only to certain limited aspects of the UK taxation treatment of the Special Dividend and Share Consolidation. They are based on current or announced UK legislation and what is understood to be the current practice of HM Revenue & Customs, both of which may change, possibly with retroactive effect. They apply only to Shareholders who are resident, and in the case of individual Shareholders domiciled, for tax purposes in (and only in) the UK (except insofar as express reference is made to the treatment of non-UK residents), who hold their Ordinary Shares as an investment (other than in an individual savings account), and who are the absolute beneficial owner of both the Ordinary Shares and any dividends paid on them. The tax position of certain categories of Shareholders who are subject to special rules (such as persons acquiring their Ordinary Shares in connection with employment, dealers in securities, insurance companies and collective investment schemes) is not considered. In addition the summary below will not apply to any Shareholder whose shareholding, which may also include certain Ordinary Shares not legally owned by that Shareholder, is at least 10% of the Company's issued share capital.

The statements summarise the current position and are intended as a general guide only. Shareholders should consult their own professional advisers as to the consequences of the Special Dividend and Share Consolidation in light of their particular circumstances.

Special Dividend

The Special Dividend will not be subject to withholding or deduction for or on account of UK income tax.

UK resident individual Shareholders

Dividends received by individual Shareholders resident for tax purposes in the UK will be subject to UK income tax.

A UK resident individual Shareholder who is subject to income tax at a rate or rates not exceeding the basic rate will be liable to tax on the dividend at the rate of 7.5%. From 6 April 2016, UK resident individual Shareholders have a £5,000 tax-free dividend allowance which exempts the first £5,000 of a Shareholder's dividend income from income tax. It is expected that the Special Dividend will be paid before 6 April 2018, so that the £5,000 tax-free dividend allowance will apply. The tax-free dividend allowance of £5,000 will be reduced to £2,000 for dividends paid on or after 6 April 2018.

A UK resident individual Shareholder who is subject to income tax at the higher rate or the additional rate will be liable to income tax at the rate of 32.5% or 38.1% respectively to the extent that such sum, when treated as the top slice of that Shareholder's income, falls above the threshold for higher rate or additional rate income tax.

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3i Infrastructure plc Notice of Extraordinary General Meeting 2018 07

UK resident corporate Shareholders

Unless the Shareholder is a "small company" (see further below), it is likely that most dividends paid on the Ordinary Shares to UK resident corporate Shareholders would fall within one or more of the classes of dividend qualifying for exemption from corporation tax. However, it should be noted that the exemptions are not comprehensive and are also subject to anti-avoidance rules.

Shareholders within the charge to UK corporation tax which are "small companies" (as that term is defined in section 931S of the Corporation Tax Act 2009) will be liable to corporation tax on dividends paid to them by the Company because the Company is not resident in a "qualifying territory" for the purposes of the relevant legislation.

UK resident tax exempt Shareholders

UK resident tax exempt Shareholders will generally not be taxable on the dividend.

Non-UK resident Shareholders

A Shareholder who is not resident in the UK for UK tax purposes will not be liable to income or corporation tax in the UK on dividends paid on the Ordinary Shares unless such a Shareholder carries on a trade (or profession or vocation) in the UK and the dividends are either a receipt of that trade or, in the case of corporation tax, the Ordinary Shares are held by or for a UK permanent establishment through which the trade is carried on.

Share Consolidation

It is expected that, for the purposes of UK taxation on chargeable gains, the Share Consolidation will be treated as follows:

(i) the New Ordinary Shares arising from the Share Consolidation will result from a reorganisation of the share capital of the Company. Accordingly, to the extent that a Shareholder receives New Ordinary Shares, the Shareholder should not be treated as making a disposal of all or part of the Shareholder's holding of Existing Ordinary Shares by reason of the Share Consolidation being implemented, and the New Ordinary Shares which replace a Shareholder's holding of Existing Ordinary Shares as a result of the Share Consolidation (the "new holding") will be treated as the same asset as the Shareholder's holding of Existing Ordinary Shares and as having been acquired at the same time as the Shareholder's holding of Existing Ordinary Shares was acquired;

(ii) as described in paragraph 3 above, fractional entitlements arising under the Share Consolidation are to be aggregated and sold, with the realised net proceeds to be donated to charity. A Shareholder's fractional entitlement, if any, will be less than one New Ordinary Share, and the related proceeds donated to charity, effectively on the Shareholder's behalf, will thus be less than the price of one New Ordinary Share. Notwithstanding either the de minimis nature of such proceeds or the fact that they will not be received by the Shareholder, they are normally, in practice, required to be deducted from the base cost of the Shareholder's new holding. In the unlikely event that either such proceeds exceed the base cost or if a Shareholder is not entitled to any New Ordinary Shares under the Share Consolidation, there should be a disposal and resulting chargeable gain; and

(iii) on a subsequent disposal of the whole or part of the New Ordinary Shares comprised in the new holding, a Shareholder may, depending on his or her circumstances, be subject to tax on the amount of any chargeable gain realised.

6. Dealings and settlement

Application will be made to the UK Listing Authority for the New Ordinary Shares arising from the proposed consolidation of the Company's total issued share capital to be admitted to the premium segment of the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that dealings in the Existing Ordinary Shares will continue until 4.30 p.m. on 14 March 2018 and that Admission of the New Ordinary Shares will become effective and dealings for normal settlement will commence at 8.00 a.m. on 15 March 2018.

New share certificates in respect of the New Ordinary Shares are expected to be posted at the risk of Shareholders by 29 March 2018 to those Shareholders who hold their shares in Certified Form. These will replace existing certificates which should then be destroyed. Pending the receipt of new certificates, transfers of New Ordinary Shares held in Certified Form will be certified against the Register. For Shareholders who hold their entitlement to New Ordinary Shares in Uncertificated Form through CREST, application will be made for the New Ordinary Shares, arising from the Share Consolidation, to be admitted to CREST, all of which may then be held and transferred by means of CREST. It is expected that the New Ordinary Shares arising as a result of the Share Consolidation in respect of Existing Ordinary Shares held in Uncertificated Form, i.e. in CREST, will be credited to the relevant CREST accounts on 15 March 2018.

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08 3i Infrastructure plc Notice of Extraordinary General Meeting 2018

Part III

Definitions

The following definitions apply throughout this document and the accompanying Proxy Form unless the context requires otherwise.

Admission
the admission of the New Ordinary Shares to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities

Board
the board of Directors of the Company

in Certificated Form
not in Uncertificated Form

Company
3i Infrastructure plc

CREST
the relevant system (as defined in the CREST Regulations) in respect of which CRESTCo Limited is the Operator (as defined in the CREST Regulations)

CREST Manual
the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CCSS Operations Manual, Daily Timetable, CREST Application Procedure and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms)

CREST Regulations
the Companies (Uncertificated Securities) (Jersey) Order 1999

Directors
the directors of the Company

Existing Ordinary Shares
the existing ordinary shares of no par value in the capital of the Company

Extraordinary General Meeting
the Extraordinary General Meeting of the Company convened for midday on 14 March 2018 (and any adjournment thereof)

FCA
the Financial Conduct Authority of the United Kingdom (or any successor body in respect thereof)

fractional entitlement
an entitlement to a fractional New Ordinary Share

Investment Adviser
means 3i Investments plc

London Stock Exchange
the London Stock Exchange plc

New Ordinary Shares
the proposed new ordinary shares of no par value in the capital of the Company resulting from the Share Consolidation

Official List
the official list maintained by the FCA

Ordinary Shares
prior to the Share Consolidation, the Existing Ordinary Shares and, thereafter, the New Ordinary Shares

Proxy Form
the form of proxy for use by holders of Existing Ordinary Shares accompanying this document in connection with the Extraordinary General Meeting

Record Date
5.00 p.m. on 14 March 2018 (or such other time and date as the Directors may determine)

Register
the register of members of the Company

Registrar
Link Asset Services

Share Consolidation
the proposed consolidation to be effected by consolidating every 19 Existing Ordinary Shares into 15 New Ordinary Shares

Shareholders
holders of Ordinary Shares in the Company

Special Dividend
the proposed special interim dividend of 41.4 pence per Existing Ordinary Share

UK Listing Authority
the FCA acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 (as amended)

in Uncertificated Form
recorded on the Register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

United Kingdom or UK
the United Kingdom of Great Britain and Northern Ireland

The singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

Terms defined in the CREST Manual shall, unless the context otherwise requires, bear the same meanings where used in this document.

References to "£", "sterling", "pounds sterling", "penny" and "pence" are to the lawful currency of the United Kingdom.

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3i Infrastructure plc Notice of Extraordinary General Meeting 2018 09

Notice of Extraordinary General Meeting

3i Infrastructure plc

(incorporated in Jersey with registered no. 95682)

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of 3i Infrastructure plc (the "Company") will be held at the offices of Hogan Lovells International LLP, Atlantic House, Holborn Viaduct, London EC1A 2FG at midday on 14 March 2018 for the purpose of considering and, if thought fit, passing the following resolutions:

Special resolutions

1. That, subject to and conditional upon admission of the New Ordinary Shares (as defined below) to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities becoming effective:

(a) every 19 ordinary shares of no par value in the capital of the Company in issue and outstanding or held in treasury at that time (or such other time(s) and date(s) as the directors of the Company (the "Directors") may determine) be consolidated into 15 ordinary shares of no par value (each a "New Ordinary Share"), provided that, where such consolidation results in any member being entitled to a fraction of a New Ordinary Share, such fraction shall, so far as possible, be aggregated with the fractions of a New Ordinary Share to which other members of the Company may be entitled and the Directors be and are hereby authorised to sell (or appoint any other person to sell), on behalf of the relevant members, all the New Ordinary Shares representing such fractions at the best price reasonably obtainable to any person, and to pay the proceeds of sale (net of expenses) to a charity of the Company's choosing and that any Director (or any person appointed by the Directors) shall be and is hereby authorised to execute an instrument of transfer in respect of such shares on behalf of the relevant members and to do all acts and things the Directors consider necessary or expedient to effect the transfer of such shares to, or in accordance with the directions of, any buyer of any such shares; and

(b) the memorandum of association of the Company be altered accordingly by the deletion of paragraph 4 and its replacement with the following as a new paragraph 4: "The Company is authorised to issue an unlimited number of shares with no par value".

1. That, subject to and conditional on resolution 1 above being passed and becoming unconditional and in substitution for resolution 15 passed at the 2017 Annual General Meeting, in accordance with Article 5A.4 of the Company's Articles of Association, the Directors be authorised to allot equity securities (being New Ordinary Shares or rights to subscribe for, or to convert securities into, New Ordinary Shares) representing 10% of the issued ordinary share capital of the Company as at 19 February 2018 (representing 81,043,401 New 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 (unless previously renewed, varied or revoked by the Company in general meeting) 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. That, subject to and conditional upon resolution 1 above being passed and becoming unconditional and in substitution for resolution 16 passed at the 2017 Annual General Meeting, the Company shall be and is hereby generally and unconditionally authorised to make market purchases of New Ordinary Shares on such terms and in such manner as the Directors think fit, provided that:

(a) the maximum aggregate number of New Ordinary Shares authorised to be acquired is 121,484,058;

(b) the minimum price which may be paid for each New 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 New 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 New 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 New 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 New Ordinary Share is to be purchased; and (ii) the higher of the last independent trade and the highest current independent bid for the New Ordinary Shares on the London Stock Exchange at the relevant time; and

(d) this authority will (unless previously renewed, varied or revoked by the Company in general meeting) 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.

Dated: 21 February 2018

Registered office:
12 Castle Street
St Helier
Jersey
JE2 3RT
Channel Islands

By order of the Board
Link Alternative Fund Services (Jersey) Limited
Company Secretary

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3i Infrastructure plc Notice of Extraordinary General Meeting 2018

Part III continued

Notes:

1. 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 midday on 12 March 2018 (or, in the event that the meeting is adjourned, 48 hours prior to any adjourned meeting (no account being taken of any part of a day that is not a working day)) with Link Asset Services at FREEPOST PXS, 34 BECKENHAM ROAD, BECKENHAM, KENT BR3 9ZA. A postage stamp will not be required when mailing from the UK. Please note that the Freepost address must be completed in block capitals and that delivery using this service can take up to five business days. Alternatively the form of proxy can be posted to the following address but a stamp will be required: Link Asset Services, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

3. Pursuant to Article 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, the Company specifies that only those people registered on the register of members of the Company at close of business on 12 March 2018 shall be entitled to attend or vote at the Extraordinary General Meeting in respect of the number of shares registered in their name at the time; or in the event of an adjournment of this Extraordinary General Meeting, shareholders on the register of members as at close of business on the date that is 48 hours before the adjourned Extraordinary General Meeting. No account shall be taken of any part of any day which is not a working day. Changes to entries in the relevant register of members after the relevant deadlines shall be disregarded in determining the rights of any person to attend or vote at such meetings.

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 19 February 2018, the latest practicable date prior to the date of this notice, the Company's issued share capital consisted of 1,026,549,746 Existing Ordinary Shares, carrying one vote each. Therefore, the total voting rights in the Company as at that date are 1,026,549,746.

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

1. Shareholders entitled to attend and vote at the Extraordinary General Meeting are entitled to appoint one or more proxies to attend 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 Extraordinary 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 Extraordinary General Meeting electronically by accessing the website www.signalshares.com. This website is operated by the Company's registrar, Link Asset Services. 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.signalshares.com by no later than midday on 12 March 2018 (or, in the event that the meeting is adjourned, 48 hours prior to any adjourned meeting (no account being taken of any part of a day that is not a working day)). 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 Extraordinary General Meeting 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.

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3i Infrastructure plc Notice of Extraordinary General Meeting 2018 11

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 to 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 midday on 12 March 2018.

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 Extraordinary 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.

4. 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 Link Registrars by no later than midday on 12 March 2018. On completing the Proxy Form, sign it and return it to Link Registrars in the Business Return Envelope provided. As postage has been pre-paid no stamp is required. If you mislay the Business Return Envelope, you may return the Proxy Form to FREEPOST PXS, 34 BECKENHAM ROAD, BECKENHAM, KENT BR3 9ZA. A postage stamp will not be required when mailing from the UK. Please note that the Freepost address must be completed in block capitals and that delivery using this service can take up to five business days. Alternatively, the form of proxy can be posted to the following address but a stamp will be required: Link Asset Services, PXS, 34 Beckenham Road, Beckenham Kent BR3 4TU.

5. Pursuant to Article 40 of the Companies (Uncertificated Securities) (Jersey) Order 1999, the Company specifies that only those people registered on the register of members of the Company at close of business on 12 March 2018 shall be entitled to attend or vote at the Extraordinary General Meeting in respect of the number of shares registered in their name at the time; or in the event of an adjournment of this Extraordinary General Meeting, shareholders on the register of members as at close of business on the date that is 48 hours before the adjourned Extraordinary General Meeting. No account shall be taken of any part of any day which is not a working day. Changes to entries in the relevant register of members after the relevant deadlines shall be disregarded in determining the rights of any person to attend or vote at such meetings.

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3i Infrastructure plc Notice of Extraordinary General Meeting 2018