HICL Infrastructure PLC

Pre-Annual General Meeting Information • Jun 11, 2025

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 PLC, 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 PLC, 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 PLC

(incorporated in England and Wales under the Companies Act 2006 with registered no. 11738373 and registered as an investment company under section 833 of the Companies Act 2006)

Notice of 2025 Annual General Meeting

This document should be read as a whole. Your attention is drawn to the letter from your Chair which is set out on pages 3 to 6 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 Brewer's Hall, Aldermanbury Square, Barbican, London EC2V 7HR at 2.00 p.m. on Wednesday, 23 July 2025.

Your attention is also drawn to the Notice of Annual General Meeting which is set out on pages 7 to 8 of this document.

Proxy Forms for the Annual General Meeting must be received by the Company's Receiving Agent and UK Transfer Agent, MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL by no later than 2.00 p.m. on Monday, 21 July 2025.

The Company is a UK domiciled investment company under section 833 of the Companies Act 2006.

LETTER FROM THE CHAIR 3
Ordinary Business 3
Directors 4
Directors' Remuneration Report (resolution 7) 4
Directors' Remuneration Policy (resolution 8) 4
Dividend Policy (resolution 11) 5
Special Business 5
Share Buy Back Authority (resolution 12) 5
Authority for a limited issue of Ordinary Shares on a non-pre-emptive
basis (resolutions 13 and 14) 5
ACTION TO BE TAKEN 6
Recommendation 6

NOTICE OF ANNUAL GENERAL MEETING 7
ORDINARY BUSINESS 7
SPECIAL BUSINESS 7
Notes 9

LETTER FROM THE CHAIR HICL INFRASTRUCTURE PLC

(incorporated in England and Wales under the Companies Act 2006 with registered no. 11738373 and registered as an investment company under section 833 of the Companies Act 2006)

Mike Bane (Chair) Rita Akushie Elizabeth Barber Susanna Frances Davies Simon Holden Martin Pugh Kenneth Reid Graham Sutherland

Directors: Registered Office: Level 7, One Bartholomew Close Barts Square London, EC1A 7BL

10 June 2025

Dear Shareholder,

2025 Annual General Meeting

This document should be read in conjunction with the Annual Report and Audited Financial Statements of HICL Infrastructure PLC (the "Company") for the year ended 31 March 2025 (the "HICL Annual Report") which can be found on the Company's website (www.hicl.com), under the Investors, 'Reports & Publications' 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 Brewers Hall, Aldermanbury Square, Barbican, London EC2V 7HR at 2.00 p.m. on Wednesday, 23 July 2025 (the "2025 AGM").

Shareholders are strongly encouraged to appoint the Chair of the Meeting as their proxy and provide voting instructions in advance of the 2025 AGM.

The Company's 2025 annual results presentation is also available on the Company's website and can be found at (www.hicl.com), under the Investors, 'Reports & Publications' section. Should you have any questions on the business of the 2025 AGM or the HICL Annual Report, please email your queries to info@hicl.com and the Company will respond to every shareholder's query which is received before 2.00 p.m. on Monday, 21 July 2025. In order to help us plan the day of the AGM, we ask our shareholders to pre-register attendance with the Company's registrar, MUFG Corporate Markets, by ticking the box on the proxy form or on the Investor Centre app and by confirming their attendance by email to the Company Secretary at hicl@aztecgroup.co.uk before 2.00 p.m. on Monday, 21 July 2025.

Any update to the arrangements for the 2025 AGM will be communicated to shareholders by an announcement through a Regulatory Information Service and on the Company's website (www.hicl.com) ahead of the meeting.

All valid proxy votes on the proposed resolutions will be included in the poll to be taken at the meeting. The results of the 2025 AGM will be announced in the normal manner as soon as practicable following the meeting.

The Notice convening the 2025 AGM of the Company and setting out the resolutions to be proposed is set out on pages 7 to 8 of this document.

Ordinary Business

The ordinary business proposed for the 2025 AGM comprises the consideration of and, if thought fit, the passing of ordinary resolutions to:

• receive and consider the HICL Annual Report and Accounts, including the Directors' Report and the Auditor's Report for the year ended 31 March 2025 (resolution 1);
• re-elect Michael Bane as a non-executive Director (resolution 2; see section entitled "Directors" below);
• re-elect Rita Akushie as a non-executive Director (resolution 3; see section entitled "Directors" below);
• re-elect Elizabeth Barber as a non-executive Director (resolution 4; see section entitled "Directors" below);
• re-elect Susanna Frances Davies as a non-executive Director (resolution 5; see section entitled "Directors" below);
• re-elect Martin Pugh as a non-executive Director (resolution 6; see section entitled "Directors" below);
• re-elect Kenneth Reid as non-executive Director for the period to 31 August 2025, that being the date at which he will have served nine years on the Board (resolution 7; see section entitled "Directors" below);
• elect Graham Sutherland as a non-executive Director (resolution 8; see section entitled "Directors" below);
• approve the Directors' Remuneration Report (as set out in the HICL Annual Report), which incorporates the Directors' Remuneration Policy, which contains the proposed remuneration payable for the year ending 31 March 2026 to the Chair, the Senior Independent Director and each other non-executive Director, for routine business and additional corporate work, and separately to approve the Directors' Remuneration Policy (resolutions 9 and 10; see sections entitled "Directors' Remuneration Report" and "Directors' Remuneration Policy" below);
• approve the appointment of Deloitte LLP as auditors of the Company and to authorise the Board to set the remuneration of the auditors (resolutions 11 and 12, respectively); and
• approve the Company's dividend policy for the year ending 31 March 2026 (resolution 13; see section entitled "Dividend Policy" below).

Directors

The biographical details and relevant experience of each of the Directors are contained within the HICL Annual Report and are also available on the Company's website (www.hicl.com/about-us/our-team).

Directors' Remuneration Report (resolution 9)

The Directors' Remuneration Report is set out in the HICL Annual Report. It includes the Directors' Remuneration Policy as well as details regarding the current and proposed remuneration of the Directors, extracts of which are set out in the 'Directors' Remuneration Policy' section below.

Directors' Remuneration Policy (resolution 10)

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

The Remuneration Committee performed a review of Board remuneration during the current year, which supported a 2.6% increase in fees for all Board roles as a result of UK inflation, rounded to the nearest £500.

The recommendations on remuneration made to the Board were as follows:

• Directors' fees to be increased from £67,500 to £69,500 p.a.
• The Chair of the Audit Committee's fee to be increased from £84,000 to £86,000 p.a.
• The Chair of the Risk Committee's fee to be increased from £82,000 to £84,000 p.a.
• The Senior Independent Director's fee to be increased from £84,000 to £86,000 p.a.
• The Chair of the Board's fee to be increased from £119,000 to £122,000 p.a.

In addition, it was recommended that a fee of £9,000 p.a. be paid to the Director who acts as director of the Luxembourg subsidiary company board.

Should the Company require Directors to work on specific corporate matters such as further equity raisings (other than tap issues), or should a Director undertake incremental work, then this would be remunerated on an appropriate basis to be determined by the Remuneration Committee.

The Board has endorsed 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 2025, and proposed remuneration payable for the year ending 31 March 2026. This approval will be sought at the 2025 AGM with a view to implementing it with retrospective effect from the start of the current financial year (1 April 2025).

Dividend Policy (resolution 13)

Whilst the Company is not required to seek approval from shareholders for the payment of interim dividends pursuant to the Companies Act 2006, the Board recognises that corporate governance best practice and shareholder expectations are such that it is appropriate for shareholders to be provided with an opportunity to review and, if thought fit, to approve the Company's dividend policy.

Accordingly, shareholders are being asked to approve the Company's policy with respect to the payment of dividends for the year ending 31 March 2026.

The Company is targeting an aggregate dividend of 8.35p per share for the year to 31 March 2026, to be paid in four quarterly instalments. The first interim quarterly dividend is expected to be paid in September 2025 and the other three interim quarterly dividends with respect to the financial year ending 31 March 2026 are expected to be paid in December 2025, March 2026 and June 2026.

The above target 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 2025 AGM comprises the consideration of and, if thought fit, the passing of the following resolutions:

• an ordinary resolution to grant approval for the Company to make market purchases of its own Ordinary Shares (resolution 14; see section entitled "Share Buy Back Authority" below); and
• an ordinary and a special resolution which together establish the Company's authority to allot a limited number of Ordinary Shares for cash on the basis that statutory pre-emption rights do not apply (resolutions 15 and 16; see section entitled "Authority for a limited issue of Ordinary Shares on a non-pre-emptive basis" below).

Share Buy Back Authority (resolution 14)

Shareholders are requested to approve, by way of ordinary resolution, the authority for the Company to make market purchases of up to a maximum of 14.99% of its Ordinary Shares in issue as at the date upon which the resolution is passed (excluding shares held in treasury) (this equates to 1,962,017,579 x 14.99% ordinary Shares as at the date of the notice of the 2025 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 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 will consider holding any Ordinary Shares which the Company acquires pursuant to the authority provided by this resolution in treasury. Any Ordinary Shares acquired and held in treasury following any buyback could be used to support liquidity in the Company's Ordinary Shares. Any sales out of treasury would 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.

Authority for a limited issue of Ordinary Shares on a non-pre-emptive basis (resolutions 15 and 16)

Shareholders are requested to approve an ordinary and a special resolution that together grant the authority under section 551 of the Companies Act 2006 to the Directors to allot Ordinary Shares for cash at a premium to the prevailing net asset value per Ordinary Share without first offering them to existing shareholders on a pro rata

basis. It is proposed that this authority will last until the earlier of the next AGM or 18 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 the resolution (excluding shares held in treasury) (this equates to 1,962,017,579 x 10% Ordinary Shares as at the date of the notice of the 2025 AGM). This will allow the Company 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.

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. The Form of Proxy should be lodged with the Company's Receiving Agent and UK Transfer Agent, MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, so as to be received not later than 2.00 p.m. (UK Time) on Monday 21 July 2025. Shareholders may appoint more than one proxy provided that each proxy is appointed to exercise rights attaching to different Ordinary Shares. Any proxy need not be a member of the Company. Shareholders are strongly encouraged to appoint the Chair of the Meeting as their proxy.

RECOMMENDATION

The Directors are unanimously of the opinion that the resolutions to be proposed at the 2025 AGM are in the best interests of the Company and its shareholders as a whole. The Directors unanimously recommend that you vote in favour of each of the resolutions, as they intend to do in respect of their own beneficial holdings, currently amounting to 0.023 per cent. of the issued share capital of the Company.

Yours faithfully,

Mike Bane Chair

NOTICE OF ANNUAL GENERAL MEETING HICL Infrastructure PLC

(incorporated in England and Wales under the Companies Act 2006 with registered no. 11738373)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of HICL Infrastructure PLC (the "Company") will be held at Brewers Hall, Aldermanbury Square, Barbican, London EC2V 7HR at 2.00 p.m. on Wednesday, 23 July 2025 (the "2025 AGM"), to consider and, if thought fit, pass the following resolutions.

ORDINARY BUSINESS Ordinary Resolutions

• 1. TO receive and consider the HICL Annual Report and Accounts, including the Directors' Report and the Auditor's Report, for the year ended 31 March 2025.
• 1. TO re-elect Michael Bane as a non-executive Director.
• 1. TO re-elect Rita Akushie as a non-executive Director.
• 1. TO re-elect Elizabeth Barber as a non-executive Director.
• 1. TO re-elect Susanna Frances Davies as a non-executive Director.
• 1. TO re-elect Martin Pugh as a non-executive Director.
• 1. To re-elect Kenneth Reid as a non-executive director for the period to 31 August 2025.
• 1. To elect Graham Sutherland as a non-executive Director.
• 1. TO approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy set out on page 88 of the HICL Annual Report) as set out in the HICL Annual Report including the proposed remuneration payable for the year ending 31 March 2026, to the Chair, 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. TO approve the Directors' Remuneration Policy as set out on page 88 of the HICL Annual Report, with effect from 1 April 2025.
• 1. THAT Deloitte LLP be 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 2026.

SPECIAL BUSINESS Ordinary Resolutions

• 1. THAT, pursuant to section 701 of the Companies Act 2006, the Company be and is hereby generally and unconditionally authorised to make one or more market purchases (as defined in section 693 of that Act) of Ordinary Shares on such terms and in such manner as the Directors may determine from time to time, provided that:
  2. a) the maximum aggregate number of Ordinary Shares that may be acquired under this authority is the number which represents 14.99 per cent. of Ordinary Shares in issue on the date of this resolution (excluding any treasury shares);
  3. b) the minimum price (exclusive of expenses) which may be paid for each Ordinary Share is its nominal value;
  4. c) the maximum price (exclusive of expenses) which may be paid for each Ordinary Share is the higher of: (i) an amount equal to 105% of the average of the mid-market values for the Ordinary Shares for

the five business days immediately preceding the day on which the Company contracts to purchase the Ordinary Share; and (ii) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent purchase bid at the time on the trading venue on which the purchase is carried out; and

d) Ordinary Shares purchased pursuant to the authority conferred by this resolution shall be either (i) cancelled immediately upon completion of the purchase, or (ii) be held, sold, transferred or otherwise dealt with as treasury shares in accordance with the provisions of the Companies Act 2006

Such authority to expire on the earlier of the conclusion of the next AGM of the Company and the date falling 18 months after the date on which this resolution is passed, provided that, in each case, during this period the Company may enter into a contract to purchase Ordinary Shares which would, or might, be completed or executed wholly or partly after the authority ends and the Company may purchase Ordinary Shares pursuant to any such contract as if the authority had not ended.

1. THAT the Directors of the Company are generally and unconditionally authorised to exercise any power of the Company to allot Ordinary Shares of £0.0001 each in the capital of the Company up to an aggregate number of Ordinary Shares equal to 10% of the Ordinary Shares of the Company in issue as at the date of this resolution, with such authority to apply until the earlier of the conclusion of the next annual general meeting of the Company and the date falling 18 months after the date on which this resolution is passed provided that, in each case, during this period the Company may make offers and enter into agreements which would, or might, require Ordinary Shares to be allotted or rights to subscribe for, or convert securities into, Ordinary Shares to be granted after the authority ends and the Directors may allot Ordinary Shares or grant rights to subscribe for or convert securities into Ordinary Shares under any such offer or agreement as if the authority had not ended.

Special Resolution

1. If resolution 15 is passed, THAT, in accordance with section 570 of the Companies Act 2006, the Directors of the Company have the power in addition to all subsisting powers, to allot Ordinary Shares under the authority given by that resolution and/or to sell Ordinary Shares held by the Company as treasury shares as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to apply until the earlier of the conclusion of the next annual general meeting of the Company and the date falling 18 months after the date on which this resolution is passed, provided that in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require Ordinary Shares to be allotted (or treasury shares to be sold) after the power ends and the Directors may allot Ordinary Shares (and sell treasury shares) under any such offer or agreement as if the power had not ended.

By Order of the Board

10 June 2025 Registered Office

London, EC1A 7BL Level 7, One Bartholomew Close Barts Square

Notes

Proxy Appointment and Voting

• 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. Shareholders are strongly encouraged to appoint the Chair of the Meeting as their proxy. Details of how to appoint the Chair 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 Chair) 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, MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL no later than 2.00 p.m. on Monday, 21 July 2025 or 48 hours in advance of any adjournment of the AGM date thereof at which the person named in the instrument proposes to vote.

You can vote electronically via Investor Centre app or at https://uk.investorcentre.mpms.mufg.com/. You will need your Investor Code in order to register which can be found on your share certificate and is available from MUFG Corporate Markets (the company's registrar). Investor Centre is a free app for smartphone and tablet provided by MUFG Corporate Markets. It allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code.

• 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 the Company's Receiving Agent and UK Transfer Agent, MUFG Corporate Markets. In the case of a member who 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 2:00 p.m. on Monday, 21 July 2025. 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 (though shareholders are strongly encouraged to appoint the Chair of the Meeting as their proxy and provide voting instructions in advance of the 2025 AGM). If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
• 1. Unless otherwise indicated on the Form of Proxy, CREST, Proxymity or any other electronic voting instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.

• If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged no later than 48 hours before the time of the 2025 AGM (2:00 p.m. on Monday, 21 July 2025), in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.

Proxies for 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 Wednesday, 23 July 2025 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 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 CREST 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 Company's agent (ID RA10) by the latest time(s) for receipt of proxy appointments specified in the notice of Annual General 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 Company'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.
• 1. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

Joint Shareholders

1. In the case of joint holders of a share the vote of the senior who tenders a vote by proxy shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names appear in the register of members in respect of the share.

Nominated Persons

1. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Companies Act 2006 ("Nominated Persons"). Nominated Persons may have a right under an agreement with the member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

Information about shares and voting

1. Holders of Ordinary Shares are entitled to vote at general meetings of the Company. The total number of issued Ordinary Shares (excluding treasury shares) in the Company on 6 June 2025, which is the latest practicable date before the publication of this Notice is 1,962,017,579 Ordinary Shares. Each Ordinary Share carries the right to one vote at the AGM and therefore the total number of voting rights in the Company at this date was 1,962,017,579

Entitlement to attend and vote

1. Only those shareholders registered in the Company's register of members at close of business on Monday, 21 July 2025 or, if this meeting is adjourned, at close of business on the day two business days prior to the re-scheduled meeting, shall be entitled to vote at the meeting. Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Questions

• 1. Any member has the right to ask questions. The Company must answer any question you ask relating to the business being dealt with at the meeting unless:
  2. answering the question would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;
  3. the answer has already been given on a website in the form of an answer to a question; or
  4. it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Shareholders who have questions relating directly to the business of the AGM should forward their questions in advance by email to info@hicl.com by no later than 2:00 p.m. on Monday, 21 July 2025.

Audit Concerns

1. Shareholders should note that, under section 527 of the Companies Act 2006, members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to the audit of the Company's accounts (including the auditors' report and the conduct of the audit) that are to be laid before the AGM for the financial period ended 31 March 2025. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 (requirements as to website availability) of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM for the relevant financial period includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.

Website information

1. A copy of this notice and other information required by section 311A of the Companies Act 2006 can be found at www.hicl.com.

Documents available for inspection

1. Copies of the letters of appointment of the Directors may be inspected during normal business hours on any weekday (public holidays excepted) at the registered office of the Company, up to and including the date of the AGM.

Communication

1. If you need help with voting online, or require a paper proxy form, please contact the Registrar, MUFG Corporate Markets by email at shareholderenquiries@cm.mpms.mufg.com, or you may call on 0371 664 0300. 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. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales.

You may not use any electronic address provided either in this notice of AGM or in any related documents (including the Chair's letter and proxy form) to communicate with the Company for any purposes other than those expressly stated.