Infrastructure India : Notice of AGM 2019

Company Number: 002457V

IN FR ASTR UCTUR E IN DI A PLC

N O T I C E O F A N N U A L G E N E R A L M E E T I N G

Notice is hereby given that the Eleventh Annual General Meeting of Infrastructure India PLC (the "Company") will be held at IOMA House, Hope Street, Douglas, Isle of Man, IM1 1AP on 14 November 2019 at 12 noon for the following purpose:

ORDINARY BUSINESS

To consider and, if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions:

Resolution 1 To receive and adopt the Annual Report and audited accounts of the Company for the year ended 31 March 2019, together with the Directors' and Auditor's reports thereon.

Resolution 2 To approve the payment of Directors' fees for the year ended 31 March 2019.

Resolution 3 To re-confirm Baker Tilly Isle of Man LLC as auditors of the Company.

Resolution 4 To authorise the Directors to determine the remuneration of Baker Tilly Isle of Man LLC as auditors of the Company.

Resolution 5 To re-appoint as a Director Robert Venerus who retires by rotation in accordance with Article 85.1 at the commencement of the 2019 Annual General Meeting and submits himself for immediate reappointment to the Board.

Resolution 6 To re-appoint as a Director M S Ramachandran who retires by rotation in accordance with Article

85.1 at the commencement of the 2019 Annual General Meeting and submits himself for immediate reappointment to the Board.

By order of the Board Philip Scales Company Secretary 7 t h October 2019

Notes:

1. The Company, pursuant to regulation 22 of the Uncertificated Securities Regulations 2006 of the Isle of Man, specifies that only those shareholders registered in the register of members of the Company as at 12 noon 12 November 2019 or, in the event that the meeting is adjourned, in the register of members 48 hours before the time of any adjourned meeting, shall be entitled to attend or vote at the aforesaid annual general meeting in respect of the number of shares registered in their name at the relevant time. Changes to entries in the register of members of the Company after 12 noon on 12 November 2019 or, in the event that the meeting is adjourned, in the register of members less than 48 hours before the time of any adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at the meeting.
2. If you are a member of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the meeting and you should have received a proxy form with this notice of meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
3. A proxy does not need to be a member of the Company but must attend the meeting to represent you. Details of how to appoint the Chairman of the meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish your proxy to speak on your behalf at the meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them.
4. A Form of Proxy is enclosed which, to be valid, must be completed and delivered, together with the power of attorney or other authority (if any) under which it is signed (or a certified copy of such authority) to FIM Capital Limited, IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP or by facsimile to [phone] or by email to [e-mail] to arrive not later than 12 noon on 12 November 2019 being 48 hours before the time of the meeting.
5. Completion and return of a Form of Proxy does not preclude a member from attending and voting in person should they wish to do so.