HICL Infrastructure PLC

Pre-Annual General Meeting Information • Jun 11, 2018

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser (who in the United Kingdom should be authorised under the Financial Services and Markets Act 2000).

If you have sold or otherwise transferred all your holding of Ordinary Shares in HICL Infrastructure Company Limited, please send this document, together with the attached Form of Proxy, as soon as possible, to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you have sold any part of your holding of Ordinary Shares in HICL Infrastructure Company Limited, please contact your stockbroker, bank or other agent through whom the sale or transfer was effected immediately.

IMPORTANT NOTICE TO HOLDERS OF ORDINARY SHARES

HICL Infrastructure Company Limited

(an authorised closed-ended investment company incorporated in Guernsey with limited liability and with registered number 44185)

Notice of 2018 Annual General Meeting

This document should be read as a whole. Your attention is drawn to the letter from your Chairman which is set out on pages 3 to 8 of this Document and which recommends that you vote in favour of each of the resolutions to be proposed at the Annual General Meeting to be held at 4PM on Tuesday, 17 July 2018.

Your attention is also drawn to the Notice of Annual General Meeting which is set out on pages 9 to 11 of this document.

Proxy Forms for the Annual General Meeting must be received by the Company's Receiving Agent and UK Transfer Agent, Link Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent, BR3 4TU by no later than 4PM on Friday, 13 July 2018.

The Company is a Guernsey domiciled authorised closed-ended investment scheme pursuant to Section 8 of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended and Rule 6.02 of the Authorised Closed-Ended Investment Scheme Rules 2008. Neither the Guernsey Financial Services Commission nor the States of Guernsey Policy Council has taken any responsibility for the financial soundness of the Company or for the correctness of any of the statements made or opinions expressed with regard to it in this document.

LETTER FROM THE CHAIRMAN 3
Ordinary Business 3
Directors 4
Directors' Remuneration Report 4
Directors' Remuneration 4
Dividend Policy (resolution 12) 6
Special Business 6
Scrip Dividend (resolution 13) 6
Share Buy Back Authority (resolution 14) 7
Directors' Remuneration Cap (resolution 15) 7
Waiver of pre-emption for limited issue of Ordinary Shares (resolution 16) 7
ACTION TO BE TAKEN 7
NOTICE OF ANNUAL GENERAL MEETING 9
ORDINARY BUSINESS 9
Ordinary Resolutions 9
SPECIAL BUSINESS 9
Special Resolutions 10
Notes 11
Additional Notes (CREST Members) 12

LETTER FROM THE CHAIRMAN HICL INFRASTRUCTURE COMPANY LIMITED

(an authorised closed-ended investment company incorporated in Guernsey with limited liability and with registered number 44185)

Directors:

Ian Russell (Chairman) Sally-Ann Farnon Simon Holden Frank Nelson Kenneth Reid Christopher Russell

Registered Office:

East Wing, Trafalgar Court Les Banques St Peter Port Guernsey Channel Islands GY1 3PP

11 June 2018

Dear Shareholder,

2018 Annual General Meeting

This document should be read in conjunction with the Annual Report and Audited Financial Statements of HICL Infrastructure Company Limited (the "Company") for the year ended 31 March 2018 (the "Annual Report") which can be found on the Company's website (www.hicl.com), under the Investor Relations, Reports & Publications, 'Results & Updates' section. The purpose of this letter is to provide you with information relating to the business to be considered and resolutions to be put forward to shareholders at the Annual General Meeting to be held at the offices of Aztec Group, secretary to the Company (at the registered office above), at 4PM on Tuesday, 17 July 2018 (the "2018 AGM").

The Notice convening the AGM of the Company and setting out the resolutions to be proposed is set out on pages 9 to 12 of this document.

Ordinary Business

The ordinary business proposed for the 2018 AGM comprises the consideration of and, if thought fit, the passing of ordinary resolutions to:

• receive and consider the Annual Report, including the Directors' Report and the Auditors' Report for the year ended 31 March 2018 (resolution 1);
• re-elect Ian Russell as a Director (resolution 2; see section entitled "Directors" below);
• re-elect Sally-Ann Farnon as a Director (resolution 3; see section entitled "Directors" below);
• re-elect Simon Holden as a Director (resolution 4; see section entitled "Directors" below);
• re-elect Frank Nelson as a Director (resolution 5; see section entitled "Directors" below);
• re-elect Kenneth Reid as a Director (resolution 6; see section entitled "Directors" below);
• re-elect Christopher Russell as a Director (resolution 7; see section entitled "Directors" below);
• elect Michael Bane as a Director (resolution 8; see section entitled "Directors" below);
• approve the Directors' Remuneration Report (as set out in the Annual Report), which incorporates the Directors' Remuneration Policy and both the remuneration paid for the year ended 31 March 2018, and proposed remuneration payable for the year ending 31 March 2019, to the Chairman, the Senior

Independent Director and each other non-executive Director, for routine business and additional corporate work (resolution 9; see section entitled "Directors' Remuneration Report" below);

• approve the re-appointment of KPMG Channel Islands Limited as auditors of the Company and to authorise the Board to set the remuneration of the auditors (resolutions 10 and 11, respectively); and
• an ordinary resolution to approve the Company's dividend policy for the year ending 31 March 2019 (resolution 12; see section entitled "Dividend Policy").

Directors

In accordance with the Company's Articles of Incorporation, each of the six continuing Directors is seeking reelection and the newly appointed Director (see details below) is seeking election.

On 17 April 2018, the Company announced the Board had appointed Michael Bane as a Director of the Company, effective from 1 July 2018. This appointment was made following a comprehensive search carried out by a thirdparty recruitment consultant.

The biographical details of the six continuing Directors are contained within the Company's Annual Report and are also available on the Company's website (www.hicl.com). Mr Bane's biographical details are as follows:

Mr Bane has more than 35 years of audit and advisory experience in the asset management industry including in relation to infrastructure investment companies. He has been resident in Guernsey for over 20 years and currently leads EY's services to the asset management industry in the Channel Islands and is a member of EY's EMEIA Wealth and Asset Management Board. Prior to EY, Mr Bane was previously at PwC, in both London and Guernsey. He will retire as an EY partner on 29 June 2018.

Mr Bane graduated with a BA in Mathematics from the University of Oxford and is a long-standing member of the Institute of Chartered Accountants in England and Wales.

Directors' Remuneration Report

The Directors' Remuneration Report is set out in the Annual Report. It includes the Directors' Remuneration Policy as well as details regarding the current and proposed remuneration of the Directors (based on the findings of the Trust Associates' Independent Report), extracts of which are set out below in the 'Directors' Remuneration' section.

Directors' Remuneration

All Directors of the Company are non-executive and are paid a fixed annual remuneration for routine business of the Company. In addition, fixed fees are paid for additional corporate work.

In February 2017, a formal review of the Directors' remuneration was undertaken by an independent consultant, Trust Associates, their recommendations included an assessment for the financial year ending 31 March 2019.

Trust Associates noted that the workload and time involved had increased since the previous review (driven by the increasing size and complexity of the Company and its operations, and in line with inflation).

Taking account of these factors and the remuneration paid to directors of investment companies of a similar size and with similar characteristics, Trust Associates recommended the following changes to remuneration for routine business for the 2018-19 year:

• The Chairman of the Board's fee to rise to £75,000 from £72,000, in recognition not only of the considerably greater weight of responsibility, but also his involvement in meetings with shareholders and the Investment Adviser each year, as well as hosting events on behalf of the Company.
• The Senior Independent Director fee to rise to £57,500 from £55,000, to reflect the role.

• The Chairman of the Risk Committee's fee rise to £52,500 from £50,000.

• The Chairman of the Audit Committee's fee to rise to £56,500 from £54,000.

• Non-executive Directors' fees to be increased to £45,000 from £43,000.

The applicable premium to the base Directors' fee for each of the first four roles is calibrated to recognise the additional responsibility involved in performance of the task.

In addition, a fee is paid to the Director who also acts as director of the two Luxembourg subsidiary company boards. This is unchanged at an additional £6,000 annually.

For comparative purposes the table below sets out the Directors' remuneration approved and actually paid for the year to 31 March 2018 as well as proposed for the year ending 31 March 2019.

Role (YE 2019)	Total Fees Proposed (YE 2019)	Fees Approved * (YE 2018)
Chairman	£75,000	£72,000
Senior Independent Director	£57,500	£55,000
Audit Committee Chair	£56,500	£54,000
Risk Committee Chair	£52,500	£50,000
Director (inc. Luxembourg subsidiary companies)	£51,000	£49,000
Director	£45,000	£43,000
Subtotal	£337,500	£323,000
Director	£45,000	-
Total	£382,500	£323,000

* Approved at the AGM on 17 July 2017

As in previous years, should the Company require Directors to work on specific corporate actions such as further equity raisings (other than scrip dividend alternative or tap issues), or should a Director undertake incremental work, such as that currently undertaken by Mr C Russell in relation to the Luxembourg subsidiaries, then this is remunerated appropriately as determined by the Remuneration Committee.

The effect of the above recommendation for the year ending 31 March 2019 is to increase aggregate Directors' fees (including the subsidiary company fee) to £382,500 (from £323,000) a level which is approximately 0.016% of the Company's market capitalisation as at 31 March 2018. Trust Associates confirmed that, in percentage terms, this is towards the low end of the range for investment companies.

As last year the fees approved/proposed relate to the roles performed, and not to individuals per se. The total remuneration paid/due for the year was in line with the fees approved at the AGM in July 2017:

	Total remuneration paid/due for year ended 31 March 2018
Mr I Russell	£72,000
Mr F Nelson	£55,000
Mrs S Farnon	£54,000
Mr S Holden	£50,000
Mr C Russell	£49,000
Mr K Reid	£43,000
Total	£323,000

The total fees paid to Directors in the year to 31 March 2018 were within the annual fee cap of £450,000 which was approved by shareholders at the previous AGM on 16 July 2016.

The Board has approved the proposed increase to the fees as recommended by the Remuneration Committee, and is seeking shareholder approval for the Directors' Remuneration Report including both the remuneration paid for the year ended 31 March 2018, and proposed remuneration payable for the year ending 31 March 2019 at the AGM on 17 July 2018 with a view to implementing it back-dated to 1 April 2018.

Dividend Policy (resolution 12)

As a non-UK issuer domiciled in Guernsey, whilst the Company is not obligated to seek approval from shareholders for the payment of dividends (either interim or final), pursuant to The Companies (Guernsey) Law, 2008, the Board recognises that best practice, corporate governance and shareholder expectations may be such that it would be appropriate for shareholders to be provided with an opportunity to review and, if appropriate, approve the Company's dividend policy on an ongoing basis.

Accordingly, shareholders are being asked to approve the Company's policy with respect to the payment of dividends for the year ending 31 March 2019.

The Company is targeting an aggregate dividend of 8.05p per share for the year to 31 March 2019 to be paid in four quarterly instalments. The first interim quarterly dividend is expected to be paid in September 2018 and the other three interim quarterly dividends with respect to the financial year ending 31 March 2019 are expected to be paid in December 2018, March 2019 and June 2019.

The above dividend payments are targets only and not profit forecasts. There can be no assurance that these targeted payments can or will be met and they should not be seen as an indication of the Company's expected or actual results or returns.

Special Business

The special business proposed for the 2018 AGM comprises the consideration of and, if thought fit, the passing of the following resolutions:

• an ordinary resolution to approve the offer of a Scrip Dividend alternative to shareholders (resolution 13: see section entitled "Scrip Dividend" below);
• an ordinary resolution to grant approval for the Company to make market acquisitions of its own shares, make tender offers, and to hold Treasury Shares (resolution 14; see section entitled "Share Buy Back Authority" below);
• a special resolution to approve the disapplication of pre-emption rights in respect of up to 10% of the Ordinary Shares in issue (resolution 15; see section entitled "Waiver of pre-emption for limited issue of Ordinary Shares" below);
• a special resolution to approve the proposed increase in the Directors' aggregate remuneration cap, as set out in the Annual Report (resolution 16; see section entitled "Directors' Remuneration Cap" below).

Scrip Dividend (resolution 13)

Based on the historical take-up of scrip dividends, shareholders are requested to approve, by way of ordinary resolution, the renewal of the authority to provide shareholders with the opportunity to elect to receive future dividends wholly or partly in the form of new Ordinary Shares in the Company rather than cash. Providing such an alternative enables shareholders to increase their holdings of Ordinary Shares in the Company without incurring dealing costs and in a tax efficient manner. The advantage to the Company is that it is able to retain cash which would otherwise be paid out as dividends.

Whilst shareholders will need to take their own advice, election by certain shareholders to receive a distribution by way of scrip dividend may be advantageous to them.

Share Buy Back Authority (resolution 14)

Shareholders are requested to approve, by way of ordinary resolution, the authority for the Company to make market acquisitions of its own Ordinary Shares up to a maximum of 14.99% of the Ordinary Shares in issue as at the date upon which this resolution is passed (this equates to 268,254,545 Ordinary Shares as at the date of the notice of the 2018 AGM).

The authority will expire at the conclusion of next year's Annual General Meeting or 18 months after the passing of the resolution (whichever is earlier) and, as previously stated by the Company, it is presently intended that a resolution for the renewal of such authority will be proposed at each subsequent AGM of the Company.

The Board would consider holding, as Treasury Shares, any Ordinary Shares which the Company acquires pursuant to the authority provided by this resolution.

It is currently envisaged that Ordinary Shares acquired and held in treasury following any buyback will be used to support liquidity in the Company's Ordinary Shares. Any sales out of treasury will only be made at a price per Ordinary Share equal to or greater than the price per Ordinary Share paid by the Company and in accordance with the UK Listing Rules and subject to dis-application authority.

Directors' Remuneration Cap (resolution 15)

If resolution 9 (Directors' Remuneration) is passed, the aggregate annual remuneration of the Directors for routine work will remain within the current cap of £450,000 (which was approved at the 2015 Annual General Meeting).

The Board, following a recommendation from the Remuneration Committee, is however seeking shareholder approval, by way of special resolution, for an increase in the Directors' aggregate remuneration cap to £500,000 p.a., effective from 1 April 2018, to allow for the implementation of Trust Associates' recommendations (set out in resolution 9), to provide for moderate adjustments that may be necessary in subsequent years, including the recruitment of future Directors, and to provide contingency for any additional fees associated with non-routine business.

Waiver of pre-emption for limited issue of Ordinary Shares (resolution 16)

At the AGM of the Company held on 17 July 2017, shareholders renewed the Board's authority to allot Ordinary Shares for cash without first offering them to existing shareholders on a pro rata basis. Such authority expires at the earlier of the 2018 AGM or 15 months after the AGM held on 17 July 2017. Shareholders are requested to approve, by way of special resolution, the renewal of the current authority until the earlier of the next annual general meeting or 15 months from the date upon which this resolution is passed.

The number of Ordinary Shares which may be so allotted under such authority is limited to the number of Ordinary Shares representing 10% of the Ordinary Shares in issue as at the date of the passing of this resolution (this equates to 178,955,667 Ordinary Shares as at the date of the notice of the AGM). This will allow the Company to continue to issue Ordinary Shares at a premium to the prevailing net asset value per Ordinary Share when there is sufficient demand for the Company's Ordinary Shares, and thereby to help to manage any share premium.

ACTION TO BE TAKEN

You will find attached at the end of this document a Form of Proxy. You are invited to complete and return the Form of Proxy as soon as possible in accordance with the written instructions, whether or not you propose to attend the 2018 AGM in person. The Form of Proxy should be lodged with the Company's Receiving Agent and UK Transfer Agent, Link Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, so as to be received not later than 4PM (UK Time) on Friday, 13 July 2018. Shareholders may appoint more than one proxy provided that each proxy is appointed to exercise rights attaching to different Ordinary Shares. Completing and returning the Form of Proxy will not prevent you from attending the 2018 AGM and voting in person, should you wish to do so. Any proxy need not be a member of the Company.

The Directors are unanimously of the opinion that the resolutions to be proposed at the 2018 AGM are in the best interests of shareholders as a whole and the Board recommends that you vote in favour of each of the resolutions.

Yours faithfully,

Ian Russell CBE

Chairman

NOTICE OF ANNUAL GENERAL MEETING HICL Infrastructure Company Limited

(an authorised closed-ended investment company incorporated in Guernsey with limited liability and with registered number 44185)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of HICL Infrastructure Company Limited (the "Company") will be held at the offices of Aztec Group, East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands, GY1 3PP at 4PM on Tuesday, 17 July 2018 (the "2018 AGM"), to consider and, if thought fit, pass the following resolutions.

ORDINARY BUSINESS

Ordinary Resolutions

• 1. TO receive and consider the annual report, including the Directors' Report and the Auditors' Report for the year ended 31 March 2018.
• 1. TO re-elect Ian Russell as a non-executive Director.
• 1. TO re-elect Sally-Ann Farnon as a non-executive Director.
• 1. TO re-elect Simon Holden as a non-executive Director.
• 1. TO re-elect Frank Nelson as a non-executive Director.
• 1. TO re-elect Kenneth Reid as a non-executive Director.
• 1. TO re-elect Christopher Russell as a non-executive Director.
• 1. TO elect Michael Bane as a non-executive Director.
• 1. TO approve the Directors' Remuneration Report (as set out in the Annual Report) including both the remuneration paid for the year ended 31 March 2018, and proposed remuneration payable for the year ending 31 March 2019, to the Chairman, the Senior Independent Director, the Chairs of each Committee of the Board and each other non-executive Director, for routine business and additional corporate work.
• 1. THAT KPMG Channel Islands Limited be re-appointed as auditors of the Company.
• 1. THAT the Directors be authorised to agree the remuneration of the auditors.
• 1. TO approve the Company's dividend policy for the year ending 31 March 2019.

SPECIAL BUSINESS

Ordinary Resolutions

The Directors propose a renewal of the annual approval that offers shareholders the opportunity to take future dividends wholly or partly in the form of new Ordinary Shares in the Company rather than cash.

1. THAT in accordance with the Company's Articles of Incorporation the Board may, in respect of all and any dividends declared for any financial period or periods of the Company ending prior to the next annual general meeting of the Company, offer shareholders the right to elect to receive further shares (whether or not of that class), credited as fully paid, instead of cash in respect of all or any part of such dividend or dividends declared in respect of any such financial period or periods.

The Directors propose in the following resolution to permit the Company to make market acquisitions and to arrange tender offers of Ordinary Shares within certain conditions. This resolution succeeds the authority which was granted at the previous annual general meeting and which expires on the date of the 2018 AGM.

• 1. THAT the Directors be, and hereby are, authorised to exercise their discretion under and in accordance with the Company's Articles of Incorporation and The Companies (Guernsey) Law, 2008, as amended to:
• (a) make market acquisitions (within the meaning of The Companies (Guernsey) Law, 2008, as amended) of the Ordinary Shares issued or to be issued by the Company, PROVIDED THAT:
  • (i) the maximum number of Ordinary Shares authorised to be acquired is 14.99%. of the Ordinary Shares in issue on the date of this resolution (excluding Treasury Shares);
  • (ii) the minimum price (exclusive of expenses) which may be paid for any Ordinary Share is 0.01p;
  • (iii) the maximum price (exclusive of expenses) which may be paid for any Ordinary Share is the amount equal to the higher of (i) 105% of the average of the middle market quotations for an Ordinary Share as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which the share is acquired (ii) the price of the last independent trade and (iii) the highest current independent bid at the time of acquisition;
  • (iv) the authority hereby conferred shall (unless previously renewed or revoked) expire on the date falling 18 months after the date upon which this resolution is passed or the next annual general meeting of the Company, whichever is the earlier; and
  • (v) 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 further
• (b) make market acquisitions (within the meaning of The Companies (Guernsey) Law, 2008, as amended) of the Ordinary Shares issued or to be issued by the Company pursuant to one or more tender offers in accordance with the Prospectus and The Companies (Guernsey) Law, 2008, as amended PROVIDED THAT:
  • (i) the maximum number of Ordinary Shares authorised to be acquired is 15% of the Ordinary Shares in issue on the date of this resolution (excluding Treasury Shares);
  • (ii) the price which may be paid for any Ordinary Share shall be equal to 97% of the Net Asset Value per share as at the close of business on the relevant Calculation Date (as defined in the Prospectus); and
  • (iii) the authority hereby conferred shall (unless previously renewed or revoked) expire on the date falling 18 months after the passing of this resolution or the next annual general meeting of the Company, whichever is the earlier.

Special Resolutions

The Directors propose an increase to the aggregate annual remuneration cap in order to allow for the implementation of Trust Associates' recommendations, to provide for moderate adjustments that may be necessary in subsequent years, including the recruitment of future Directors, and to provide a contingency.

1. TO approve the proposed increase in the Directors' aggregate annual remuneration cap from £450,000 to £500,000, with effect from 1 April 2018.

The Directors propose a partial disapplication of the pre-emption rights in order to allow the Company to issue new Ordinary Shares. This is seeking re-approval for the disapplication which was most recently approved at the Annual General Meeting held on 17 July 2017 and allows the Company to issue Ordinary Shares at a premium to current net asset value per share by way of tap issues.

1. THAT the Directors be, and hereby are, empowered to allot (or sell Ordinary Shares held as Treasury Shares) up to 10.0% of the Ordinary Shares of the Company in issue as at the date of this resolution, for cash as if Article 9 of the Company's Articles of Incorporation did not apply to the allotment or sale for the period expiring on the date falling 15 months after the date upon which this resolution is passed 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 Ordinary Shares to be allotted or sold after such expiry and Ordinary Shares may be allotted or sold in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

References to the Prospectus in this document refers to the Company's New Ordinary Shares prospectus dated 23 February 2017, available from the Company's website (www.hicl.com).

By Order of the Board

8 June 2018 Registered Office East Wing, Trafalgar Court Les Banques, St Peter Port, Guernsey GY1 3PP Channel Islands

Notes

• 1. A member of the Company who is entitled to attend, speak and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend and on a poll to vote in his or her place. A proxy does not need to be a member of the Company but must attend the meeting to represent you. Details of how to appoint the Chairman of the meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
• 1. The Form of Proxy (which follows immediately after this Notice) should be completed in accordance with the instructions. To be valid, the Form of Proxy (together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such authority) must be deposited with the Company's Receiving Agent and UK Transfer Agent, Link Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent, BR3 4TU no later than 4PM on Friday, 13 July 2018 and at any adjournment thereof at which the person named in the instrument proposes to vote. Completion of the form of proxy will not preclude a member from attending and voting in person.
• 1. To change your proxy instructions simply submit a new proxy form using the methods set out above and in the notes to the proxy form. Note that the cut-off date and time for receipt of a proxy form (see above) also apply in relation to amended instructions; any amended proxy form received after the relevant cut-off date and time will be disregarded. If you submit more than one valid proxy form, the form received last before the latest time for the receipt of proxies will take precedence.
• 1. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your intention to revoke your proxy appointment to Company's Receiving Agent and UK

Transfer Agent. In the case of a member which is an individual the revocation notice must be under the hand of the appointer or of his attorney duly authorised in writing or in the case of a member which is a company, the revocation notice must be executed under its common seal or under the hand of an officer of the company or an attorney duly authorised. Any power of attorney or any other authority under which the revocation notice is signed (or a notarially certified copy of such power or authority) must be included with the revocation notice.

• 1. The revocation notice must be received by 4PM on Friday, 13 July 2018. If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.
• 1. Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
• 1. A copy of the Company's Articles of Incorporation will be available for inspection at the registered office of the Company in Guernsey or otherwise available on request from the Secretary of the Company, Aztec Financial Services (Guernsey) Limited (telephone +44 (0) 1481 749 700 or by email to HICL@aztecgroup.co.uk), from the date of this notice until the time of the Meeting.

Additional Notes (CREST Members)

• 1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Annual General Meeting to be held on Tuesday, 17 July 2018 and any adjournment(s) thereof by utilising 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(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
• 1. In order for a proxy appointment made by means of CREST 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 must be transmitted so as to be received by the issuer's agent (RA10) by the latest time(s) 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.
• 1. 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(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 providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
• 1. 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.