International Public Partnerships : Notice of AGM

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NOTICE OF ANNUAL GENERAL MEETING

('AGM')

INTERNATIONAL PUBLIC

PARTNERSHIPS LIMITED

(REGISTERED IN GUERNSEY WITH REGISTRATION NUMBER 45241) (THE 'COMPANY')

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt about the contents of this document, or the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all of your Ordinary Shares in the Company, you should send this document, together with the accompanying proxy form, at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee.

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International Public Partnerships Limited

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NOTICE OF ANNUAL GENERAL MEETING

International Public Partnerships Limited

Registered in Guernsey with Registration Number 45241 (The 'Company')

NOTICE is hereby given that the AGM of the Company is to be held at Trafalgar Court, Admiral Park, Les Banques, St Peter Port, Guernsey, at 10.00 am on 4 June 2024.

Shareholders are encouraged to submit proxy forms in respect of the AGM as detailed in the Notes to the Notice of AGM and to appoint the Chair of the AGM as their proxy to cast a vote on the shareholder's behalf.

In addition, the Investment Adviser's presentation on the 2023 results is available on the Company's website (https://www.internationalpublicpartnerships.com/). If any shareholder has any additional questions on this presentation, the Report and Accounts or the resolutions being put to this year's AGM, please email your queries to [e-mail]. We will endeavour to answer every shareholder question and responses will be posted on the Company's website after the AGM.

Ordinary Business

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

1. To receive and adopt the audited accounts, the Directors' report, and the Auditors' report for the period ended 31 December 2023.
2. To approve the Directors' remuneration for the period ended 31 December 2023.
3. To re-appoint Julia Bond as Director of the Company, retiring in accordance with the AIC Code of Corporate Governance (the 'AIC Code').
4. To re-appoint Stephanie Coxon as Director of the Company, retiring in accordance with the AIC Code.
5. To re-appointSally-Ann David as Director of the Company, retiring in accordance with the AIC Code.
6. To re-appoint Giles Frost as Director of the Company, retiring in accordance with the FCA's Listing Rules and the AIC Code.
7. To re-appoint Michael Gerrard as Director of the Company, retiring in accordance with the AIC Code.
8. To re-appoint Meriel Lenfestey as Director of the Company, retiring in accordance with the AIC Code.
9. To re-appoint John Le Poidevin as Director of the Company, retiring in accordance with the AIC Code.
10. To note and sanction an interim dividend in respect of the six months ended 30 June 2023 of 4.06 pence per share and an interim dividend in respect of the six months ended 31 December 2023 of 4.07 pence per share.
11. To re-appoint PricewaterhouseCoopers CI LLP, of, 321 Royal Bank Place, Guernsey GY1 4ND as Auditors of the Company and to hold office until the next AGM.
12. To authorise the Directors to determine PricewaterhouseCoopers CI LLP's remuneration.

International Public Partnerships Limited

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NOTICE OF ANNUAL GENERAL MEETING CONTINUED

Special Business

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

1. The ordinary resolution that, in accordance with Article 108 of the articles of incorporation, the Board may, in respect of dividends declared for any financial period or periods of the Company ending prior to the AGM of the Company to be held in 2025, offer the holders of the Ordinary Shares in the capital of the Company of par value 0.01 pence each (the 'Ordinary Shares') the right to elect to receive further Ordinary Shares, credited as fully paid, in respect of all or any part of such dividend or dividends declared in respect of any such period or periods.
2. The special resolution to approve that the Company generally be and is hereby authorised for the purposes of section 315 of the Companies (Guernsey) Law, 2008 as amended (the 'Law') to make market acquisitions (as defined in the Law) of Ordinary Shares in the capital of the Company of par value 0.01 pence each (the 'Ordinary Shares') provided that:
3. 1. The maximum number of Ordinary Shares authorised to be purchased shall be 14.99 per cent. of the Ordinary Shares in issue immediately following this AGM (excluding treasury shares);
   2. The minimum price (exclusive of expenses) which may be paid for such shares is £0.01 per Ordinary Share;
   3. The maximum price (exclusive of expenses) payable by the Company which may be paid for Ordinary Shares shall be the higher of (i) 5 per cent. above the average market value for the five business days before the purchase is made and (ii) the higher of the price of the last independent trade and the highest independent bid at the time of the purchase for any number of Ordinary Shares on the trading venue where the purchase price is carried out;
   4. The authority hereby conferred shall (unless previously renewed or revoked) expire at the end of the AGM of the Company to be held in 2025 or, if earlier, the date falling eighteen months from the passing of these resolutions;
   5. 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
   6. Any Ordinary Share acquired by the Company pursuant to the above authority may, subject to the requirements of the Law, be held as a treasury share in accordance with the Law or be cancelled by the Company.
4. The special resolution to approve the Directors of the Company from time to time (the 'Board') be and are hereby generally empowered in accordance with Article 39.4 of the articles of incorporation (in substitution for the existing power and authority granted at the Company's AGM held in 2023), to allot up to the aggregate number of Ordinary Shares as represent 9.99 per cent. of the number of Ordinary Shares already admitted to trading on the London Stock Exchange's main market for listed securities immediately following the passing of this resolution as if the pre-emption provisions contained in Article 39.1 of the articles of incorporation did not apply to any such allotment, provided that this power shall (unless previously revoked, varied or renewed by the Company) expire on the conclusion of the AGM of the Company to be held in 2025, save that the Company may make prior to such expiry any offer or agreement which would or might require shares to be allotted after expiry of such period and the Board may allot Ordinary Shares pursuant to such an offer or agreement notwithstanding the expiry of the authority given by this resolution.

By order of the Board

Ocorian Administration (Guernsey) Limited

Company Secretary

1 May 2024

PO Box 286

Floor 2, Trafalgar Court

Admiral Park

Les Banques

St Peter Port

Guernsey

GY1 4LY

International Public Partnerships Limited

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Explanatory Notes

Directors' remuneration report - resolution 2

Guernsey-registered companies are not obliged to prepare and publish a Directors' Remuneration Report. However, the Company has included details of its Directors' remuneration within the Annual Report and Accounts and an ordinary resolution will be put to shareholders seeking approval of the Directors' remuneration.

Reappointment of Director - resolutions 3 to 9

In accordance with the AIC Code, the Board have resolved that all Directors shall offer themselves for re-election on an annual basis. Further, when and if any director shall have been in office (or on re-election would at the end of that term of office) for more than nine years the Company will consider further whether there is a risk that such a director might reasonably be deemed to have lost independence through such long service.

By way of an update and further to the Annual Report, with effect from 4 June 2024 following the conclusion of the 2024 AGM, Stephanie Coxon will be appointed as Chair of the Audit Committee, which the Board deem to represent a Senior role. Furthermore, as announced on 19 April 2024, Giles Adu will be appointed to the Board with effect from 1 September 2024. Following these appointments, the Board is pleased to confirm that the Company will be fully compliant with the FCA Listing rules relating to diversity.

Biographical details for each of the Directors standing for re-election and election at the AGM, and details of their individual contributions to the operation of the Board during the year, are contained below:

Mike Gerrard

Mike is the Chair of the Board and the Investment Committee. He is a resident in the UK and has over 40 years of financial and management experience in global infrastructure investment.

He has held a number of senior positions, including as an assistant director of Morgan Grenfell plc, a director of HM Treasury Taskforce, deputy CEO and later CEO of Partnerships UK plc and, later, a managing director of Thames Water Utilities Limited.

Mike has a breadth of experience across a range of economic and social infrastructure sectors and has been involved in some of the largest infrastructure projects in the UK. He is a Fellow of the Institution of Civil Engineers.

The Board recommends his re-election.

Julia Bond

Julia is the current Chair of the Environmental, Social and Governance Committee. It is the intention that Julia will become the Chair of the Management Engagement Committee following the 2024 AGM. A resident in the UK, Julia has over 25 years' experience of capital markets in the financial sector and held senior positions within Credit Suisse, including Head of One Bank Delivery and Global Head of Sovereign Wealth funds activity.

The Board recommends her re-election.

Stephanie Coxon

Stephanie is the current Chair of the Nomination and Remuneration Committee. In line with the Board's succession plan, it is the intention that Stephanie Coxon will become the Chair of the Audit and Risk Committee following the 2024 AGM.

Stephanie is a resident of Guernsey and a Fellow of the Institute of Chartered Accountants in England and Wales and is a non-executive director on several London listed companies.

Prior to becoming a non-executive director, Stephanie led the investment trust capital markets team at PwC for the UK and Channel Islands. During her time at PwC, Stephanie specialised in advising FTSE 250 and premium London listed companies on accounting, corporate governance, risk management and strategic matters.

The Board recommends her re-election.

Sally-Ann David

Sally-Ann is the Chair of the Sub-Risk Committee and it is the intention that she will also become the Chair of the Nomination and Remuneration Committee following the 2024 AGM. She is a resident of Guernsey and has over 35 years of experience in infrastructure projects in the energy sector, including international offshore transmission systems and the challenges of the energy transition.

Having held senior positions within the power utility arena, Sally-Ann was a Director of Guernsey Electricity Ltd, and latterly the Chief Operating Officer for over 12 years. She is a Chartered Engineer and Chartered Director.

The Board recommends her re-election.

International Public Partnerships Limited

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NOTICE OF ANNUAL GENERAL MEETING CONTINUED

Meriel Lenfestey

Meriel is the current Chair of the Management Engagement Committee. It is intended for Meriel to become Chair of the Environmental, Social and Governance Committee following the 2024 AGM. She is a resident of Guernsey, with 28 years of multi-sector business experience.

With a background in human-centred design for technology, Meriel brings a strategic end-user focus and a broad set of experiences encompassing many sectors and scales of organisation ranging from her own start-ups through global corporations and governmental programmes.

The Board recommends her re-election.

John Le Poidevin

John is the Senior Independent Director and the current Chair of the Audit Committee. In line with the Board's succession plan, it is the intention that Stephanie Coxon will become the Chair of the Audit and Risk Committee following the 2024 AGM.

John is a resident of Guernsey, with over 30 years of business experience. He is a Fellow of the Institute of Chartered Accountants in England and Wales and a former partner of BDO LLP, where he held a number of leadership roles, including Head of Consumer Markets, where he developed an extensive breadth of experience and knowledge across the real estate, leisure and retail sectors in the UK and overseas.

The Board recommends his re-election.

Giles Frost

A resident in the UK, Giles is a founder of Amber Infrastructure and has worked in the infrastructure investments sector for over 25 years.

Giles is Chair and a director of Amber Infrastructure Group Holdings Limited, the ultimate holding company of the Investment Adviser to the Company and various of its subsidiaries.

The Board recommends his re-election.

Approval of Interim Dividends - resolution 10

Interim dividends do not require shareholder approval under the Companies Law or the Articles of the Company; however, in line with best practice, the Board wishes to afford the Shareholders the ability to note and sanction the interim dividends paid in respect of the periods six months to 30 June 2023 and six months to 31 December 2023. As the interim dividends have already been declared and paid, this is an advisory rather than a binding vote.

Appointment and remuneration of the Auditors - resolutions 11 & 12

On the recommendation of the Audit and Risk Committee, the Board proposes the re-appointment of the Company's existing auditors, PricewaterhouseCoopers CI LLP. In addition, PricewaterhouseCoopers CI LLP have indicated their willingness to continue in office. Accordingly, Resolution 11 proposes the reappointment of PricewaterhouseCoopers CI LLP as auditor to the Company and resolution 12 authorises the Audit and Risk Committee, on behalf of the Board, to determine their remuneration.

Scrip dividends - resolution 13

This resolution renews the power, given by the Company's shareholders at the last AGM, for the Board to offer shareholders the right to elect to receive further Ordinary Shares, credited as fully paid, instead of cash in respect of all or any part of any dividend (a scrip dividend). The Board believes that the ability for shareholders to receive future dividends from the Company wholly or partly in the form of new Ordinary Shares in the Company will be advantageous for the Company as it will benefit from the ability to retain cash which would otherwise be paid as dividends. It may also benefit certain shareholders depending on their tax status.

Market purchases - resolution 14

This resolution renews the share buy-back authority that was given by the Company's shareholders at last year's AGM. Resolution 14 gives the Board authority to make market purchases of the Company's own shares, up to 14.99 per cent. of the Company's issued share capital (as at the time immediately following the passing of the resolution) and subject to minimum and maximum purchase prices. This authority will only be invoked if, after taking proper advice, the Directors consider that benefits will accrue to shareholders generally.

Disapplication of pre-emption rights - resolution 15

This resolution, a standard resolution for investment companies listed under Chapter 15 of the FCA's Listing Rules, renews the authority given to the Board at last year's AGM to allot Ordinary Shares for cash without first offering them to existing holders on a pro rata basis. The number of shares allotted must be less than 10 per cent. of the number of Ordinary Shares admitted to trading on London Stock Exchange plc's main market for listed securities immediately following the passing of this resolution.

The Board does not currently intend to allot shares under this power other than to take advantage of opportunities in the market as they arise, and only if they believe it would be advantageous to the Company's shareholders to do so. The Board also confirms that no allotment of new shares will be made unless the lowest market offer price of the shares is at least a premium to the latest published net asset value.

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Note from the Board:

Members are requested to submit their votes in respect of all the resolutions proposed in this Notice of AGM. It is the recommendation of the Board that Members vote in favour of each resolution on the basis that the Board considers their passing to be in the best interests of the members as a whole.

Certain of the Board are also members of the Company, each of whom intends to vote in favour of all resolutions proposed in this Notice of AGM. Their holdings as at the date of this notice are as follows:

	Ordinary Shares of	Percentage of total
	0.01p each held	issued share capital
Julia Bond	114,694	< 0.01%
Sally-Ann David	30,303	<0.01%
Giles Frost*	971,676	0.05%
Mike Gerrard	279,789	0.01%
Meriel Lenfestey	25,142	< 0.01%
John Le Poidevin	327,898	< 0.02%
Stephanie Coxon	10,000	< 0.01%

• Directly and through a wholly-owned company

NOTES TO THE NOTICE OF THE ANNUAL GENERAL MEETING:

1. A member who is entitled to attend, speak and vote at the meeting is entitled to appoint one or more proxies to attend, speak and vote on behalf of him, should circumstances safely permit shareholders or their proxies to attend the AGM. The proxy need not be a member of the Company.
2. A form of proxy is enclosed with this notice. To be effective, the instrument appointing a proxy (together with any power of attorney or other authority under which it is executed or a duly certified copy of such power) must be sent to the Company's Registrar, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, England, by 10.00 am on 31 May 2024. Alternatively, Shareholders may submit proxies electronically no later than 10.00 am on 31 May 2024 using the Link Share Portal Service at www.signalshares.com. A corporation may execute a proxy under its common seal or by the hand of a truly authorised officer
   or other agent. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting, should circumstances change that safely permit shareholders or their proxies to attend the AGM.
3. An ordinary resolution of the members means a resolution passed by a simple majority.
4. A special resolution of the members means a resolution passed by a majority of not less than 75%.
5. The form of proxy is valid for use at the AGM and any adjournment thereof.
6. More than one proxy may be appointed provided each proxy is appointed to exercise the rights attached to different shares. A member who wishes to appoint more than one proxy may obtain additional proxy forms from Link Group and must indicate clearly on each proxy form the number of shares it is instructing that proxy in respect of.
7. A member is not entitled to take part in the Annual General Meeting or vote at the same (whether personally or by representative or proxy) unless the following conditions have been satisfied: (i) all calls and amounts due from him to the Company have been paid; (ii) in respect of any Ordinary Shares he has acquired, he has been registered as their holder; and (iii) if and for so long as the Directors determine, he or any other person appearing to be interested in the Ordinary Shares held by him has complied with any notice requiring the disclosure of Members' interests.
8. In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, only those members entered on the register of members of the Company at close of business on 31 May 2024 shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to attend or vote at that meeting.
9. The register of directors' interests kept by the Company shall be open to the inspection of any member of the Company between the hours of 10.00 am and noon for a period beginning fourteen days before and ending three days after the AGM and from the commencement until the conclusion of the AGM.
10. The total issued share capital of the Company as at 23 April 2024 is 1,905,443,132 Ordinary Shares of 0.01p each and each ordinary share carries one vote. Pursuant to the Company's articles of incorporation, each resolution put to the vote at the AGM shall be decided by a poll.
11. As at the date of this Notice of AGM, there are no outstanding warrants and/or options to subscribe for Ordinary Shares.

International Public Partnerships Limited

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NOTICE OF ANNUAL GENERAL MEETING CONTINUED

NOTES TO THE NOTICE OF THE ANNUAL GENERAL MEETING: continued

12. If you are a member of CREST, you may register the appointment of a proxy by using the CREST electronic proxy appointment service. Further details are set out below:

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by using the procedures, and to the address, described in the CREST manual (available via www.euroclear.com) subject to the provisions of the articles of incorporation. 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.

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 Euroclear UK & International Limited's

('Euroclear') specifications and must contain the information required for such instructions, as described in the CREST manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) by

10.00 am on 31 May 2024. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST applications host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service 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.

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.

Unless otherwise indicated on the Form of Proxy, CREST or any other electronic voting instruction, the proxy will vote as they think fit or, at their discretion, withhold from voting.

13. The Annual Report of the Company for the year ended 31 December 2023 is available from the Company's website https://www.internationalpublicpartnerships.com/ and hard copies are available upon request from the Company Secretary, Ocorian Administration (Guernsey) Limited (by telephone [phone] or email: [e-mail]).

International Public Partnerships Limited