BBGI Global Infrastructure S A : AGM - Special Resolutions
April 30, 2024 at 04:01 pm EDT
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SPECIAL RESOLUTIONS OF
BBGI Global Infrastructure S.A.
(the "Company")
Incorporated in Luxembourg with registration number R.C.S. Luxembourg B 163879
At the Annual General Meeting of the Company duly convened and held on 30 April 2024 at 11.00 a.m. the following resolutions were passed as Special Resolutions:
Special Resolution 13
Authorisation of the Management Board to repurchase Ordinary Shares in issue, provided that:
the aggregate number of Ordinary Shares to be repurchased shall not exceed 14.99 per cent. of the Ordinary Shares in issue immediately following this Annual General Meeting;
all such repurchases shall be made within a price range between £0.01 and 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 is carried out, in each case (exclusive of expenses), per Ordinary Share;
the authority hereby conferred shall (unless previously renewed or revoked) expire at the end of the annual general meeting of the shareholders of the Company to be held in 2025 or, if earlier, 18 months from the date of the passing of this resolution;
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
any Ordinary Share acquired by the Company pursuant to the above authority may be held in treasury or subsequently cancelled by the Company.
Special Resolution 14
Authorisation of the Management Board to limit or cancel the pre-emptive rights of shareholders set out in article 6(4) of the Articles for the purpose of allotting Ordinary Shares representing less than 10 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, provided that such authorisation shall (unless previously revoked, varied or renewed by the Company) expire on the conclusion of the annual general meeting of the shareholders 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 Management Board may allot Ordinary Shares pursuant to such an offer or agreement notwithstanding the expiry of the authority given by this resolution.
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BBGI Global Infrastructure S.A., formerly known as BBGI SICAV, is a Luxembourg-based infrastructure investment company that provide the responsible capital required to build and maintain the developed worldâs transport and social infrastructure. The Company principally invests in a portfolio of operational public private partnership (PPP)/private finance initiative (PFI) infrastructure assets or similar assets. It reports its activities into five reportable segments: the United Kingdom, North America, Australia, Continental Europe, and Holding Activities. It provides access to a diversified portfolio of infrastructure investments that generate long-term, sustainable returns and serve an inherent social purpose in their local communities. Its contracted revenues allow BBGI to return to investors a stable and progressive income stream in the form of a semi-annual dividend. It delivers stable cash flows with progressive long-term dividend growth and attractive, sustainable, returns.
BBGI GLOBAL INFRASTRUCTURE S.A. 
