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Cordiant Digital Infrastructure Ltd Proxy Solicitation & Information Statement 2026

Apr 10, 2026

10462_rns_2026-04-10_04f6e722-3b35-4778-ba8b-e6ab14e29cda.pdf

Proxy Solicitation & Information Statement

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE ACTION TO BE TAKEN, YOU ARE RECOMMENDED TO SEEK YOUR OWN PERSONAL FINANCIAL ADVICE FROM AN APPROPRIATELY QUALIFIED INDEPENDENT ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IF YOU ARE IN THE UNITED KINGDOM, OR FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER IF YOU ARE IN A TERRITORY OUTSIDE OF THE UNITED KINGDOM, WITHOUT DELAY.

If you have sold or otherwise transferred all of your Ordinary Shares in Cordiant Digital Infrastructure Limited (the "Company"), you should pass this document (but not any accompanying personalised Form of Proxy), as soon as possible to the purchaser or transferee or to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The definitions used in this document are set out in Part 3 of this document.

CORDIANT DIGITAL INFRASTRUCTURE LIMITED

(a non-cellular company limited by shares incorporated under the laws of Guernsey with registered number 68630 and registered as a registered closed-ended collective investment scheme)

Recommended Proposals relating to: (i) amendment to the investment policy; and (ii) certain amendments to the Company's Articles in connection with the proposed admission of the Company's Ordinary Shares to the Official List

and

Notice of Extraordinary General Meeting

Notice of the Extraordinary General Meeting, to be held at 10.30 a.m. on 27 April 2026, at the offices of Cordiant Digital Infrastructure Management LLP, First Floor, 63 St James's Street, London SW1A 1LY, is set out at the end of this document.

All Shareholders are encouraged to vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting and, if their Ordinary Shares are not held directly, to arrange for their nominee to vote on their behalf. A Form of Proxy for use in connection with the Extraordinary General Meeting is enclosed. To be valid for use at the Extraordinary General Meeting, the Form of Proxy must be completed and returned in accordance with the instructions printed thereon to the registrar, Computershare Investor Services (Guernsey) Limited as soon as possible, but in any event by not later than 10.30 a.m. on 23 April 2026 (being 48 hours (excluding non-working days) before the time of the meeting). Alternatively, you may appoint a proxy or proxies electronically by visiting www.investorcentre.co.uk/eproxy and following the instructions. You will need your Control Number, Shareholder Reference Number and PIN which are set out on your Form of Proxy or the electronic broadcast you received from us. Proxies submitted via www.investorcentre.co.uk/eproxy must also be transmitted so as to be received by the registrar by no later than 48 hours (excluding non-working days) before the time of the meeting.

Shareholders who hold their Ordinary Shares in uncertificated form (i.e. in CREST) may vote using the CREST electronic voting service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the notice of the Extraordinary General Meeting set out at the end of this document). Proxies submitted via CREST for the Extraordinary General Meeting must be transmitted so as to be received by the registrar as soon as possible and, in any event, by no later than 48 hours (excluding non-working days) before the time of the meeting. The Company may treat as invalid a proxy appointment sent via CREST in the circumstances set out in Regulation 34(1) of the Uncertificated Securities (Guernsey) Regulations 2009.


The Company is registered by the Guernsey Financial Services Commission as a registered closed-ended investment scheme pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 2020, as amended, and the Registered Collective Investment Scheme Rules and Guidance, 2021. Neither the Guernsey Financial Services Commission nor the States of Guernsey takes 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.

Dated: 10 April 2026


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CONTENTS Page
EXPECTED TIMETABLE 4
PART 1 LETTER FROM THE CHAIR 5
PART 2 PROPOSED AMENDED INVESTMENT POLICY 8
PART 3 DEFINITIONS 12
NOTICE OF GENERAL MEETING 14

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EXPECTED TIMETABLE

Latest time and date for receipt of Forms of Proxy and CREST voting instructions for the Extraordinary General Meeting 10.30 a.m. on 23 April 2026

Extraordinary General Meeting 10.30 a.m. on 27 April 2026

Announcement of results of the Extraordinary General Meeting 27 April 2026

Admission of the Ordinary Shares to the Official List 30 April 2026

Note: All references to time in this document are to UK time. Each of the times and dates in the above expected timetable (other than in relation to the Extraordinary General Meetings) may be extended or brought forward. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service.


PART 1

LETTER FROM THE CHAIR

CORDIANT DIGITAL INFRASTRUCTURE LIMITED

(the "Company")

(a non-cellular company limited by shares incorporated under the laws of Guernsey with registered number 68630 and registered as a registered closed-ended collective investment scheme)

Directors:

Shonaid Jemmett-Page (Chair)

Sian Hill

Marten Pieters

Simon Pitcher

Registered Office:

East Wing

Trafalgar Court

Les Banques

Guernsey

GY1 3PP

10 April 2026

Dear Shareholders

Recommended Proposals relating to: (i) amendment to the investment policy; and (ii) certain amendments to the Company's Articles in connection with the proposed admission of the Company's Ordinary Shares to the Official List

1 Introduction

As announced on 4 March 2026, following consultation with the FCA, the Company has received informal confirmation from the FCA that the Company's Ordinary Shares would be eligible to be admitted to the closed-ended investment funds category of the Official List, subject to the adoption by the Company of a revised investment policy ("Admission"). Admission would occur in parallel with the migration of the admission to trading of the Ordinary Shares from the Specialist Fund Segment to the listed securities segment of the Main Market.

The purpose of this document is to explain Admission and the actions required to be taken in order for it to be implemented.

This document also convenes the Extraordinary General Meeting, notice of which is set out at the end of this document, to seek the required Shareholder approvals to implement the Proposals. Further details of the Resolutions to be proposed at the Extraordinary General Meeting are set out below. The expected timetable associated with Admission is provided on page 4 of this document.

2 Proposed Admission

The Board considers Admission to be an important step in the next stage of the Company's development. It has always been the ambition of the Board and the Investment Manager to transition the Company's listing of Ordinary Shares from the Specialist Fund Segment to the Official List and Admission is expected to have the following material benefits:

  • the Company will have access to a potentially larger pool of capital which may improve the liquidity of the Ordinary Shares on the secondary market;
  • the listing on the Official List (and the Ordinary Shares migrating from the LSE's Specialist Fund Segment to the LSE's Main Market for listed securities) is expected to broaden the appeal of the Company to a wider range of investors, particularly retail investors; and
  • the Company's market capitalisation means that the Company should be eligible for inclusion in the FTSE 250 index which should require all FTSE 250 tracker funds to acquire Ordinary Shares in the secondary market to track the Company's weighting within the index. If successful, the inclusion of the Company within the FTSE 250 would be announced on 3 June 2026 with index inclusion taking effect on 22 June 2026.

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Prior to Admission, the Company has, whilst the Ordinary Shares have been admitted to trading on the Specialist Fund Segment, complied on a voluntary basis with certain provisions of the UK Listing Rules. Following Admission, the Company will be required to comply in full with the applicable provisions of the UK Listing Rules, including in relation to transactions with related parties, financial reporting, contents of shareholder circulars and other continuing obligations.

3. Amendments to the Investment Policy

As noted above, Admission will be subject to the adoption by the Company of a revised investment policy (the "Amended Investment Policy").

The proposed amendments to the Company's current investment policy have been designed to make the Company's investment approach easier to understand and to satisfy certain eligibility requirements of the FCA, as well as making certain non-material amendments to make sure that the Amended Investment Policy exists as a self-contained, stand-alone document. For the avoidance of doubt, none of the proposed changes proposed in the Amended Investment Policy will alter the way in which the portfolio is managed by the Investment Manager.

The principal changes made in the Amended Investment Policy are as follows:

  • a recognition that the Group's digital infrastructure assets are, and will be, held through operating businesses which generally have their own management teams (defined as "Platforms"). This more accurately reflects the way in which the Company's portfolio is presented and reported on in the Company's financial statements;
  • a confirmation that the Company will invest and manage its assets with the objective of spreading risk, in line with the requirements of the FCA's UK Listing Rules;
  • the implementation of a single Platform-level investment restriction of 35 per cent. of Gross Asset Value. This investment restriction, however, will not apply to the Company's investment in either CRA or Emitel, although the Company will commit that any future investment by the Company into either CRA or Emitel, whilst such Platform individually represents in excess of 35 per cent. of Gross Asset Value (measured at the time of such proposed further investment), will only occur in exceptional circumstances, where the Company's independent Board and the Investment Manager consider such further investment to be in the best interests of shareholders;
  • the expansion of the Company's core investment geographies to include Switzerland, Australia and New Zealand. This means that the Company will be restricted from investing more than 15 per cent. of Gross Asset Value, in aggregate, in Platforms located in countries outside the United Kingdom, the EEA, the United States of America, Canada, Switzerland, Australia and New Zealand; and
  • in the unlikely circumstances where the Company invests in listed entities, the standard investment restrictions will not apply to the investment in the listed entity and instead, no single listed investment will account for more than 20 per cent of Gross Asset Value.

The full text of the Amended Investment Policy, marked to show the changes proposed to be made against the Company's current investment policy, is set out in Part 2 of this document.

Resolution 1 will be proposed at the Extraordinary General Meeting to seek shareholder approval to the adoption, conditionally upon Admission, of the Amended Investment Policy.

4. Amendments to the Articles

In connection with Admission, the Company is proposing to make certain non-material changes to its Articles to update certain references and definitions in the Articles in line with the current iteration of the UK Listing Rules which have been amended since the original Articles were adopted on the Company's IPO in 2021.

In addition, as announced on 2 March 2026, the Company has now completed the final redemption and cancellation of all remaining Subscription Shares and is therefore proposing to take the opportunity to remove all of the now redundant provisions relating to the Subscription Shares from the Articles.

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Resolution 2 to be proposed at the Extraordinary General Meeting will therefore propose the adoption of amended Articles to implement the above changes.

A copy of the proposed revised Articles, marked to show the changes proposed to be made, is available to view on the Company's website at www.cordiantdigitaltrust.com.

5. Extraordinary General Meeting

The adoption of the revised investment policy and the amendment of the Articles require an extraordinary general meeting of the Company to be held. The notice convening the Extraordinary General Meeting (to be held at 10.30 a.m. on 27 April 2026) is set out at the end of this document.

The Resolutions to be proposed at the Extraordinary General Meeting, on which all Shareholders may vote, are as follows:

  • Resolution 1 – to approve the adoption, conditional on Admission, of the Amended Investment Policy as set out in Part 2 of this document, which will be proposed as an ordinary resolution; and
  • Resolution 2 – to approve the adoption of the revised Articles, which will be proposed as a special resolution.

An ordinary resolution requires a majority of the votes cast in respect of it, whether in person or by proxy, to be voted in favour in order for it to be passed. A special resolution requires at least 75 per cent. of the votes cast in respect of it, whether in person or by proxy, to be voted in favour in order for it to be passed.

6. Action to be taken by Shareholders

All Shareholders are encouraged to vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting as the Directors intend to do in respect of their own beneficial holdings and, if their Ordinary Shares are not held directly, to arrange for their nominee to vote on their behalf.

Shareholders are requested to complete and return proxy appointments to the Registrar by one of the following means:

(a) by logging on to www.investorcentre.co.uk/eproxy and following the instructions; or
(b) by completing and signing the Form of Proxy for use in relation to the Extraordinary General Meeting, in accordance with the instructions printed thereon and returning by post, by courier or by hand; or
(c) in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the notes to the notice of Extraordinary General Meeting.

In each case, the proxy appointments must be received by the Registrar as soon as possible and, in any event, by no later than 10.30 a.m. on 23 April 2026. Completion and return of a proxy appointment will not prevent you from attending and voting in person at the Extraordinary General Meeting should you wish to do so.

7. Recommendation

The Board considers the Proposals and the Resolutions to be proposed at the Extraordinary General Meeting to be in the best interests of Shareholders as a whole.

Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Resolutions, as the Directors intend to do in respect of their own beneficial holdings, which total 451,987 Ordinary Shares (representing 0.06 per cent. of the Company's total voting rights).

Yours faithfully

Shonaid Jemmett-Page

Chair


PART 2

PROPOSED AMENDED INVESTMENT POLICY

Investment Policy

The Company will invest invests principally in operating Digital Infrastructure Assets, with a predominant focus on digital infrastructure assets, being physical infrastructure resources that are necessary to enable the storage and transmission of data by telecommunications operators, corporations, governments and individuals. These predominantly consist of data centres, mobile telecommunications/broadcast towers and fibre-optic network assets, primarily located fibre-optic networks, in-building systems and, as appropriate, the land under such infrastructure ("Digital Infrastructure Assets"). The Company primarily seeks to invest in the UK, the EEA, the United States of America and Canada, but may also invest in Switzerland, Australia and New Zealand.

The Company will seek to acquire or construct owns or develops operating, cash flow generating Digital Infrastructure Assets (either individually or by acquiring entities owning portfolios of such through operating businesses which generally have their own management teams ("Platforms"). Such assets), are owned with a view to generating returns through: (a) contracted escalators, (b) increasing the tenanted use of such Digital Infrastructure Assets; (c) adding additional capacity to such Digital Infrastructure Assets; (d) driving operational improvements; and (e) achieving operational synergies with other Digital Infrastructure Assets already held within the portfolio.

Diversification within the Company's investment portfolio will be achieved by:

The Company will invest and manage its assets with the objective of spreading risk. This is principally achieved through the following:

(i) investing in a range of Platforms;
(ii) investing in a range of individual underlying Digital Infrastructure Assets, each of which will be capable of separate disposal;
(iii) investing in different type sa range of Digital Infrastructure Assets Asset sub-sectors;
(iv) achieving a geographic spread across the underlying Digital Infrastructure Assets;
(iv) gaining exposure at the Investee Company or asset Platform level to a range of different underlying lessees, counterparties and customers;
(v) contracting at the Investee Company or asset Platform level with a range of different project developers and service providers; and,
(vi) achieving a geographic spread across the underlying Digital Infrastructure Assets.

There will be no operation of a common treasury function between the Company and any of its Digital Infrastructure Assets.

Investments in Platforms or individual Digital Infrastructure Assets will be made principally through equity, or through structures having equity-like characteristics and control features (such as convertible instruments or structured debt) and will typically entail 100 per cent. ownership or majority control by the Company (either directly or indirectly). The Company, together with its direct and indirect subsidiaries (together the "Group") may, however, enter into joint venture arrangements alongside one or more co-investors where the Investment Manager, in consultation with the Board, believes it is in the Group's best interests to do so (such as where an investment opportunity is too large for the resources of the Group on its own, to share risk or where a joint venture arrangement will optimise returns for the Company). In the case of such co-investments,

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the Group will target retaining a control position, where this is possible, or, where this is not possible, will have strong minority investor protections, governance rights and board representation.

The Company expects the number of Platforms in its portfolio to vary between 4 and 12 at any one time.

The Group's Digital Infrastructure Assets will generally be held through group holding companies and vehicles which may have separate embedded management teams who are responsible for the day-to-day operational management of individual assets or groups of assets. Digital Infrastructure Assets grouped together under the management of any particular embedded management team in order to maximise economies of scale and operational efficiencies will be characterised as a "Platform".

Regardless of the operational grouping of assets into separate Platforms, each Digital Infrastructure Asset will be capable of individual disposal.

Investment restrictions

The Company will invest and manage its assets with the objective of spreading risk and, in doing so, will maintain maintains the following investment restrictions (which will be measured at the time of investment):

  • no single Digital Infrastructure Asset will represent more than 20 Platforms will exceed 35 per cent. of Gross Asset Value*;
  • no more than 15 per cent. of Gross Asset Value will be invested, in aggregate, in Digital Infrastructure Assets Platforms located in countries outside the United Kingdom, the EEA, the United States of America and, Canada, Switzerland, Australia and New Zealand;
  • the maximum exposure to Digital Infrastructure Assets in the Development Phase development (i.e. before contracts or permits are in place) will not exceed, in aggregate, 10 per cent. of Gross Asset Value; and
  • the maximum exposure to Digital Infrastructure Assets in the Development Phase and Construction Phase development and construction will not exceed, in aggregate, 30 per cent. of Gross Asset Value.

  • This investment restriction will not apply to the Company's investment in either CRA or Emitel. However, any future investment by the Company into either of CRA or Emitel, whilst such Platform individually represents in excess of 35% of Gross Asset Value (measured at the time of such proposed further investment), will only occur in exceptional circumstances, where the Company's independent Board and the Investment Manager consider such further investment to be in the best interests of shareholders.

The Group will not be required to dispose of any investment or to rebalance its portfolio as a result of a change in the respective valuations of its investments and non-compliance resulting from changes in the price or value of assets following investment will not be considered a breach of the investment restrictions.

Each individual underlying data centre, mobile telecommunications/broadcast tower or segment of a fibre-optic-fibreoptic network held within the portfolio will constitute a separate Digital Infrastructure Asset for the purposes of the above investment restrictions and the investment policy generally.

It is expected that the Company will predominantly invest in unquoted assets Platforms and Digital Infrastructure Assets. However, in exceptional circumstances, the Company may also invest in listed entities owning Digital Infrastructure Assets; and may maintain this investment if such entities subsequently cease to be listed, provided that the Investment Manager considers that such an investment is (and continues to be) consistent with the Company's investment objective. In circumstances where the Company invests in listed entities, the investment restrictions set out above will not apply to the investment in the listed entity and instead, no single listed investment will account for more than 20 per cent of Gross Asset Value. The Company will, in any case, invest no more than 1510 per cent. of its total gross assets in other investment companies or investment trusts which are listed on the Official List.

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The investment restrictions set out above apply following full investment of the Initial Net Proceeds and following the Company becoming substantially geared (meaning for this purpose borrowings by way of long-term structural debt of 30 per cent. of Gross Asset Value being put in place).

In addition, in circumstances in which the Group does not wholly own an investment a Platform, the investment restrictions set out above will be applied pro rata by reference to the proportionate value of the Group's interest in such investment.

Compliance with the above investment restrictions will be measured at the time of investment and non-compliance resulting from changes in the price or value of assets following investment will not be considered a breach of the investment restrictions.

Gearing

The Group may employ gearing for working capital purposes, to finance acquisitions or, over the longer term, to enhance returns to investors.

Gearing may be employed either at the level of the Company, at the level of any intermediate wholly-owned subsidiary of the Company or, on a non-recourse basis to the Company, at the individual Investee Company or asset level Platform level (including any Platform's subsidiaries or individual Digital Infrastructure Assets), and any limits set out in this document Investment Policy shall apply on a look-through basis. The Group's long-term gearing is expected to be between 20 per cent. and 35 per cent. of Gross Asset Value, and shall not exceed a maximum of 50 per cent. of Gross Asset Value, calculated at the time of drawdown.

In addition to such long-term gearing, the Company may also use gearing on a short-term basis, principally to finance the acquisition of assets provided that: (i) this short-term gearing shall not exceed 30 per cent. of Net Asset Value calculated at the time of drawdown, and (ii) it is intended to refinance such short-term borrowings at the earliest appropriate opportunity through the proceeds of further equity issuances by the Company.

The use and structure of gearing will be determined by, inter alia, the cash flow profile of each investment, the diversification of the overall asset portfolio and the availability of financing on attractive terms.

Debt may be secured with or without a charge over some or all of the Group's assets, depending on the optimal structure for the Group and having consideration to key metrics including lender diversity, cost of debt, debt type and maturity profiles. Intra-group debt between the Company and subsidiaries will not be included in the definition of borrowings for these purposes.

There will be no operation of a common treasury function between the Company and any Platforms, nor cross-financing between the Platforms.

Hedging and Derivatives

The Group may borrow in currencies other than Sterling as part of its currency hedging strategy.

Derivatives will not be used for investment purposes.

The Group may enter into hedging contracts (in particular, in respect of inflation, interest rate or currency hedging) and other derivative contracts for the purposes of efficient portfolio management. No hedging transactions will be undertaken for speculative purposes.

Cash management

The Company may hold cash on deposit for working capital purposes and while awaiting investment and, as well as cash deposits, may invest in cash equivalent investments, which may include government issued treasury bills, money market collective investment schemes, other money market instruments and short-term investments in money market type funds ("Cash and Cash

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"Equivalents"). There is no restriction on the amount of Cash and Cash Equivalents that the Company may hold and there may be times when it is appropriate for the Company to have a significant Cash and Cash Equivalents position.

Changes to and compliance with the investment policy

Any material change to the Company's investment policy set out above will require the approval of the FCA and Shareholders by way of an ordinary resolution at a general meeting.

In the event of a breach of the investment guidelines and/or the investment restrictions set out above, the Investment Manager shall inform the Board as soon as practicable upon becoming aware of that breach. If the Board considers the breach to be material, notification will be made through an announcement via a Regulatory Information Service.

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PART 3

DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

Admission
the admission of the Ordinary Shares to listing in the closed-ended investment funds category of the Official List becoming effective

Amended Investment Policy
has the meaning provided for in paragraph 3 of Part 1 of this document

Articles
the articles of incorporation of the Company, as amended from time to time

Board
the board of Directors of the Company from time to time, including any duly constituted committee thereof

Company
Cordiant Digital Infrastructure Limited, a non-cellular company limited by shares incorporated in Guernsey with registered number 68630

CRA
České Radiokomunikace a.s.

CREST
the computerised settlement system operated by Euroclear which facilitates the transfer of title to shares in uncertificated form

CREST Manual
the compendium of documents entitled “CREST Manual” issued by Euroclear from time to time

CREST member
a person who has been admitted by Euroclear as a system member (as defined in the CREST Regulations)

CREST Regulations
the Uncertificated Securities (Guernsey) Regulations 2009, as amended

CREST sponsored member
a CREST member admitted to CREST as a sponsored member

Directors
the directors of the Company, from time to time

Emitel
Emitel S.A.

Euroclear
Euroclear UK & International Limited, the operator of CREST

Extraordinary General Meeting
the extraordinary general meeting of the Company convened for 10.30 a.m. on 27 April 2026 or any adjournment of that meeting

FCA
the Financial Conduct Authority of the United Kingdom, including any replacement or substitute therefor, and any regulatory body or person succeeding, in whole or in part, to the functions thereof

Form of Proxy
the personalised form of proxy for use by Shareholders in connection with the Extraordinary General Meeting

FSMA
the UK Financial Services and Markets Act 2000, as amended

Gross Asset Value
the aggregate value of the total assets of the Company as determined with the accounting principles adopted by the Company from time to time

Investment Manager
Cordiant Capital Inc.

London Stock Exchange
London Stock Exchange plc

Main Market
the main market for listed securities of the London Stock Exchange

Official List
the official list maintained by the FCA

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


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Proposals
Admission, as set out in further detail in this document, and, where the context so requires, the proposed adoption of the Amended Investment Policy set out in Part 2 of this document and the proposed adoption of the revised Articles

Register
the register of members of the Company

Registrar
Computershare Investor Services PLC

Regulatory Information Service or RIS
a service authorised by the FCA to release regulatory announcements to the London Stock Exchange

Resolutions
the resolutions to be proposed at the Extraordinary General Meeting relating to: (i) the amendment of the Company's investment policy, and (ii) the adoption of the revised Articles

Shareholders
holders of Ordinary Shares

Specialist Fund Segment
the Specialist Fund Segment of the Main Market

UK Listing Rules
the rules made by the FCA for the purposes of Part VI of FSMA governing, inter alia, admission to the Official List and continuing obligations

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


NOTICE OF EXTRAORDINARY GENERAL MEETING
CORDIANT DIGITAL INFRASTRUCTURE LIMITED
(the "Company")
(a non-cellular company limited by shares incorporated under the laws of Guernsey with registered number 68630 and registered as a registered closed-ended collective investment scheme)

NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting of the Company will be held at the offices of Cordiant Digital Infrastructure Management LLP, First Floor, 63 St James's Street, London SW1A 1LY at 10.30 a.m. on 27 April 2026 for the purpose of considering and, if thought fit, passing the following resolutions of which resolution 1 will be proposed as an ordinary resolution and resolution 2 will be proposed as a special resolution:

Ordinary Resolution

  1. THAT, conditional on the admission of the Company's ordinary shares of no par value to the closed-ended investment fund category of the Financial Conduct Authority's Official List becoming effective, the investment policy set out in Part 2 of the circular to the shareholders of the Company dated 10 April 2026 of which this notice of extraordinary general meeting forms part be and is hereby adopted as the Company's investment policy.

Special Resolution

  1. THAT, the Articles of Incorporation of the Company tabled to the extraordinary general meeting and initialled by the chairman for identification be and are hereby adopted as the Articles of Incorporation of the Company.

Registered office:
East Wing
Trafalgar Court
Les Banques
Guernsey
GY1 3PP

By Order of the Board:
Aztec Financial Services (Guernsey) Limited
Company Secretary

Dated: 10 April 2026

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Notes:

  1. The Company's issued share capital consists of 773,559,707 Ordinary Shares. The total issued share capital with voting rights is 765,718,165 Ordinary Shares. The Company has 7,841,542 Ordinary Shares held in treasury.

  2. A member of the Company who is entitled to attend the extraordinary general meeting ("EGM") is entitled to appoint one or more proxies to attend, speak, and 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 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. A member may appoint more than one proxy to attend the meeting provided that each proxy is appointed to exercise rights attached to different shares.

  3. A form of proxy has been sent which should be completed in accordance with the instructions on it. 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 Registrar, Computershare Investor Services (Guernsey) Limited, by no later than 10.30 a.m. on 23 April 2026 or, in the event of any adjournment of the EGM, by not later than 48 hours (excluding days which are not business days) before the time appointed for the adjourned meeting at which the person named in the instrument proposes to vote.

  4. 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.

  5. 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 Registrar. In the case of a member who is an individual, the revocation notice must be under the hand of the appointer or of his or her 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.

  6. The revocation notice must be received by no later than 10.30 a.m. on 23 April 2026 (or, if the EGM is adjourned, 48 hours (excluding days which are not business days) before the time of the adjourned meeting). 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.

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

  8. To have the right to attend, speak and vote at the EGM (and also for the purposes of calculating how many votes a shareholder casts), a shareholder must first have his or her name entered in the members' register of the Company by no later than close of business on 23 April 2026 (or, if the meeting is adjourned, 48 hours (excluding days which are not business days) before the time of the adjourned meeting). Changes to entries on the members' register of the Company after that time shall be disregarded in determining the right of any shareholder to attend, speak and vote at the meeting referred to above.

  9. The completion and return of the form of proxy will not prevent you from attending in person and speaking and voting at the EGM should you subsequently decide to do so. If you have appointed a proxy and attend the EGM in person, your proxy appointment will automatically be terminated.


  1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the EGM to be held on 27 April 2026 and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST 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.

  2. 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 Euroclear'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 (3RA50) by the latest time(s) for receipt of proxy appointments specified in this 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.

  3. CREST members and, where applicable, their CREST sponsors or voting service providers 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 providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

  4. 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.

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