Infrastructure India : Notice of AGM 2020

Company Number: 002457V

INFRASTRUCTURE INDIA 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 Twelfth Annual General Meeting of Infrastructure India PLC (the "Company") will be held at 55 Athol Street, Douglas, Isle of Man, IM1 1LA on 19 November 2020 at 12 noon for the following purpose:

IMPORTANT: COVID-19 IMPLICATIONS - PARTICIPATING IN THE ANNUAL GENERAL MEETING

In accordance with current guidance regarding Covid-19 and the travel restrictions into the Isle of Man, we recommend that you should not attempt to physically attend the AGM. Instead, we recommend that you vote by proxy, in accordance with the instructions below, so as to arrive not later than 12.00 p.m. on 17 November 2020, being 48 hours before the time of the meeting.

ORDINARY BUSINE SS

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 2020, together with the Directors' and Auditor's reports thereon.

Resolution 2 To approve the payment of Directors' fees for the year ended 31 March 2020.

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 Sonny Lulla who retires by rotation in accordance with Article 85.1 at the commencement of the 2020 Annual General Meeting and submits himself for immediate reappointment to the Board.

Resolution 6 To re-appoint as a Director Tom Tribone who retires by rotation in accordance with Article 85.2 at the commencement of the 2020 Annual General Meeting and submits himself for immediate reappointment to the Board.

Resolution 7 To re-appoint as a Director Graham Smith who retires by rotation in accordance with Article 80 at the commencement of the 2020 Annual General Meeting and submits himself for immediate reelection to the Board.

By order of the Board 26 October 2020

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 on 17 November 2020 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 17 November 2020 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. In accordance with current guidance regarding Covid-19 and the travel restrictions into the Isle of Man, we recommend that you should not attempt to physically attend the AGM. Instead, we recommend that you vote by proxy, in accordance with the instructions below, so as to arrive not later than 12.00 p.m. on 17 November 2020, being 48 hours before the time of the meeting.
3. 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.

1. 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.
2. 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, 55 Athol Street, Douglas, Isle of Man IM1 1LA or by facsimile to [phone] or by email to [e-mail] to arrive not later than 12 noon on 17 November 2020 being 48 hours before the time of the meeting.
3. 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.