GCP Infrastructure Investments : Notice of Annual General Meeting

THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, solicitor, accountant or other independent financial adviser, duly authorised under the Financial Services and Markets Act 2000 ("FSMA") if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

If you sell or have sold or otherwise transferred all of your Ordinary Shares, please send this document, together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer is or was effected, for delivery to the purchaser or transferee. However, neither this document nor the Form of Proxy should be forwarded or transmitted to or in any jurisdiction outside the United Kingdom or Jersey where to do so may violate any legal or regulatory requirement. If you have sold only part of your holding of Ordinary Shares, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale was effected.

The Company is a closed-ended collective investment fund incorporated as a public company limited by shares in Jersey on 21 May 2010 with an unlimited life and is established in Jersey as a listed fund pursuant to the Jersey Listed Fund Guide published by the Jersey Financial Services Commission ("JFSC"), as amended from time to time, and the Collective Investment Funds (Jersey) Law 1988, as amended. The Company is regulated by the JFSC. The JFSC has not reviewed or approved this document.

GCP Infrastructure Investments Limited

(the "Company")

(a company incorporated in Jersey under The Companies (Jersey) Law, 1991 (as amended) with registered number 105775)

Notice of Annual General Meeting

Notice of the annual general meeting of GCP Infrastructure Investments Limited to be held at 12 Castle Street, St Helier, Jersey JE2 3RT at 11.00 a.m. (GMT) on 15 February 2023 (the "AGM"), is set out at the end of this document

(the "Notice of Annual General Meeting").

GCP Infrastructure Investments Limited

Notice of Annual General Meeting 2023

Shareholders are requested to return the Form of Proxy accompanying this document. To be valid, the Form of Proxy must be completed and signed in accordance with the instructions detailed in the Form of Proxy and returned so as to be received by Link Market Services (Jersey) Limited, 12 Castle Street, St Helier, Jersey JE2 3RT as soon as possible but in any event so as to arrive not later than 11.00 a.m. (GMT) on 13 February 2023.

If you are a member of CREST, you may be able to make a proxy appointment or instruction using CREST, such CREST Proxy Instruction to be received by no later than 11.00 a.m. (GMT) on 13 February 2023. Further details can be found in the notes to the Notice of Annual General Meeting.

The completion and return of a Form of Proxy or completing and transmitting a CREST Proxy Instruction will not prevent you from attending and voting at the AGM in person if you wish (and are so entitled).

Your attention is drawn to the letter from the Chairman of the Company on page 3 of this document, which includes a recommendation from the Board that you vote in favour of the Resolutions to be proposed at the AGM.

Key times and dates

Latest time and date for receipt of Forms of Proxy	11.00 a.m. (GMT) on 13 February 2023
Latest time and date for receipt of CREST Proxy Instructions	11.00 a.m. (GMT) on 13 February 2023
Annual General Meeting	11.00 a.m. (GMT) on 15 February 2023

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GCP Infrastructure Investments Limited

Notice of Annual General Meeting 2023

Letter from the Chairman

Of GCP Infrastructure Investments Limited

(a company incorporated in Jersey under The Companies (Jersey) Law 1991 (as amended) with registered number 105775) Registered Office: 12 Castle Street, St Helier, Jersey JE2 3RT

Directors (all non-executive):

Andrew Didham (Chairman)

Julia Chapman

Michael Gray

Steven Wilderspin

Dawn Crichard

Alex Yew

9 January 2023

Dear Shareholder,

2023 Annual General Meeting (the "AGM")

I am pleased to send to you the notice of the Company's AGM, which is being held at 12 Castle Street, St Helier, Jersey JE2 3RT at 11.00 a.m. (GMT) on 15 February 2023.

This document should be read in conjunction with the Annual Report and Audited Financial Statements of the Company for the year ended 30 September 2022 (the "GCP Annual Report") which can be found on the Company's website (www.gcpinfra.com).

The Board considers that the resolutions to be proposed at the AGM are in the best interests of the Company's shareholders as a whole. The Board therefore unanimously recommends to Shareholders that they vote in favour of each of the resolutions, as the Directors intend to do in respect of their own beneficial holdings.

Resolutions

The following Resolutions will be proposed as Ordinary Resolutions at the AGM:

• Resolution 1: to adopt the Report of the Directors and the audited financial statements of the Company for the year ended 30 September 2022;
• Resolution 2: to receive and approve the Directors' remuneration report;
• Resolution 3: to re-elect Julia Chapman as a director of the Company;
• Resolution 4: to re-elect Michael Gray as a director of the Company;
• Resolution 5: to re-elect Steven Wilderspin as a director of the Company;
• Resolution 6: to re-elect Dawn Crichard as a director of the Company;
• Resolution 7: to re-elect Andrew Didham as a director of the Company;
• Resolution 8: to elect Alex Yew as a director of the Company;
• Resolution 9: to approve the Company's dividend policy;
• Resolution 10: to re-appoint KPMG Channel Islands Limited ("KPMG") as auditors of the Company;
• Resolution 11: to authorise the Audit and Risk Committee, for and on behalf of the Board, to determine the remuneration of KPMG; and
• Resolution 12: to authorise the Directors to offer holders of Ordinary Shares the right to elect to receive Ordinary Shares instead of cash in respect of any dividend which may be declared by the Directors from time to time, such authority to expire at the conclusion of the Company's annual general meeting in 2028;
• Resolution 13: to authorise the Company to hold Ordinary Shares purchased pursuant to the authority granted under Resolution 14 as treasury shares.

The following Resolutions will be proposed as Special Resolutions at the AGM:

• Resolution 14: to authorise the Company to purchase its own shares; and
• Resolution 15: to authorise the Directors to allot and issue up to 88,479,766 Ordinary Shares, (representing approximately 10 per cent. of the Ordinary Shares in issue as at the Latest Practicable Date) as if the pre-emption rights in the Articles did not apply.

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GCP Infrastructure Investments Limited

Notice of Annual General Meeting 2023

Letter from the Chairman continued

Of GCP Infrastructure Investments Limited

Below is an explanation in respect of some of the Resolutions to be proposed at the AGM:

Ordinary Resolutions

Resolutions 1 to 13 (inclusive) are all proposed as Ordinary Resolutions. Ordinary Resolutions each require a simple majority of votes cast at the AGM by Shareholders entitled to vote and present in person or by proxy to vote in favour in order for it to be passed.

Annual report and financial statements (Resolution 1)

The Directors are required to present the report of the Directors and the audited annual report and financial statements of the Company for the year ended 30 September 2022 to the meeting.

Remuneration Report (Resolution 2)

Although it is not a requirement under Companies Law to have the annual report on remuneration approved by Shareholders, the Board believes that as a company whose shares are listed on the Main Market of the London Stock Exchange it is best practice to do so.

The annual remuneration report provides details on Directors' remuneration during the year and is subject to an advisory shareholder vote, however, no Director's remuneration is conditional upon passing Resolution 2.

Election and re-election of Directors (Resolutions 3 to 8 inclusive)

The Board consists of six Directors, all of whom are non-executive and are considered to be independent.

All Directors except Andrew Didham and Alex Yew served throughout the year under review. Andrew served from 1 December 2021, and Alex Yew was appointed on 1 November 2022. Under the provisions of the Company's Articles, the Directors retire by rotation with one-third of the Directors submitting themselves for election at each annual general meeting of the Company. The Board recognises that, as a FTSE 250 Company and in line with good corporate governance set out in the AIC Code, all Directors should put themselves forward for re-election every year. In addition, Alex Yew will be offering himself up for election.

The Board recommends that each Director standing for election/re-election should be elected/re-elected based on such Director's professional qualifications and experience (as more fully described in each Director's biographical detailed on pages 78 to 79 of the GCP Annual Report). The Board believes that each Director standing for election/re-election continues to be effective and demonstrates commitment to his/her respective role and that their appointment/re-appointment is important to the overall long-term sustainable success of the Company.

Any election (or retirement) of Directors will be made in accordance with applicable Jersey regulatory requirements.

Approval of the Company's dividend payment policy (Resolution 9)

The Company's policy is to pay dividends on a quarterly basis, with dividends declared in January, April, July, and October and usually paid in or around March, June, September and December in each financial period. As the last dividend in respect of any financial period is payable prior to the relevant annual general meeting, it is declared as an interim dividend and accordingly, there is no final dividend payable.

The Board is conscious that this means that Shareholders will not be given the opportunity to vote on the payment of a final dividend. Accordingly, it has been decided that Shareholders will be asked to confirm their approval of the Company's dividend policy to continue to pay quarterly interim dividends which the Directors have determined will be a target of 7.0 pence per Ordinary Share with effect from the financial year commencing 1 October 2022 as set out on page 38 of the GCP Annual Report.

To re-appoint KPMG as auditors of the Company and to authorise the Audit and Risk Committee to determine the remuneration of the Auditor (Resolution 10 and 11)

At each general meeting at which the Company's financial statements are presented to its members, the Company is required to appoint an auditor to serve from the conclusion of that meeting until the conclusion of the next such meeting. The Board, on the recommendation of the Audit and Risk Committee, recommends the re-appointment of KPMG.

Resolution 11 gives authority to the Audit and Risk Committee to determine the Auditor's remuneration.

Scrip dividend (Resolution 12)

In accordance with Article 117 of the Articles, the Board may, when authorised pursuant to an Ordinary Resolution, offer a scrip dividend alternative to enable Shareholders to increase their holding in the Company without incurring dealing costs or stamp duty. In the event that a Shareholder elects for a scrip dividend alternative, that Shareholder will receive further Ordinary Shares instead of cash in respect of all or part of any dividend declared by the Directors and the Company will benefit from the retention of the cash that would have otherwise been paid out by way of a dividend to that Shareholder. Any cash retained as a result of Shareholders electing for the scrip dividend alternative may be reinvested in accordance with the Company's investment objective, policy and strategy. The current authority which authorises the Board to offer a scrip dividend alternative is due to expire at the conclusion of the AGM. It is therefore proposed that a further authority be granted for the Directors to offer holders of Ordinary Shares the right to elect to receive Ordinary Shares instead of cash in respect of any dividend which may be declared by the Directors from time to time, such authority to expire at the conclusion of the Company's annual general meeting in 2028.

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GCP Infrastructure Investments Limited

Notice of Annual General Meeting 2023

If Resolution 12 is not passed then the scrip dividend programme (including, most recently, as set out in the scrip dividend circular relating to the financial year ending 30 September 2023) will be suspended and Shareholders will receive dividends in cash in the usual manner, as determined by the Company from time to time. In such event, the Board will take further advice and will put forward new proposals to Shareholders.

Approval of authority to hold treasury shares (Resolution 13)

The Companies Law allows companies to hold shares acquired by market purchase as treasury shares, rather than having to cancel the shares. This gives the Company the ability to reissue shares quickly and cost efficiently, thereby improving liquidity and providing the Company with additional flexibility in the management of its capital base. Subject to Resolution 14 being passed, Resolution 13 gives authority to the Company to hold Ordinary Shares purchased pursuant to Resolution 14 as treasury shares. Treasury shares may be subsequently cancelled or sold for cash in the market.

Special Resolutions

Resolutions 14 and 15 are proposed as Special Resolutions. A Special Resolution requires a majority of at least two-thirds of Shareholders entitled to vote and be present in person or by proxy to vote in favour in order for it to be passed.

Approval of the market purchases of Ordinary Shares (Resolution 14)

The Directors may consider repurchasing Ordinary Shares in the market if they believe it to be in Shareholders' interests as a whole and as a means of correcting any imbalance between supply of and demand for the Ordinary Shares.

The Directors will only make such repurchases through the market at prices (after allowing for costs) below the relevant published prevailing NAV per Ordinary Share in accordance with guidelines established from time-to-time by the Board. Purchases of Ordinary Shares may be made only in accordance with the Companies Law, the Listing Rules, the Disclosure Guidance and Transparency Rules and the UK Market Abuse Regulation. The maximum price that may be paid by the Company on the repurchase of any Ordinary Shares pursuant to such a general authority is the higher of (i) 105 per cent. of the average of the middle market quotations for the Ordinary Shares for the five Business Days immediately preceding the date of purchase; and (ii) that stipulated by the regulatory technical standards adopted by the UK Market Abuse Regulation from time to time.

Shareholders should note that the purchase of Ordinary Shares by the Company is at the absolute discretion of the Directors and is subject to the working capital requirements of the Company and the amount of cash available to the Company to fund such purchases. There have been no buy backs of shares in the financial year ended 30 September 2022.

The authority sought would replace the authority given to the Directors on 14 February 2022. The maximum number of Ordinary Shares authorised to be purchased pursuant to this authority would be 132,631,170 representing approximately 14.99 per cent of the total number of Ordinary Shares in issue as at the Latest Practicable Date, and the maximum and minimum prices to be paid for such shares are stated in the Resolution.

Disapplication of pre-emption rights (Resolution 15)

To ensure the Company remains well positioned to take advantage of appropriate investment opportunities as and when they arise, particularly where it may not be possible to fund such opportunities through the Company's available resources at the time, it is seeking Shareholder authority to issue up to 88,479,766 Ordinary Shares in aggregate, representing approximately 10 per cent. of the Ordinary Shares in issue as at the Latest Practicable Date.

The Directors believe such authority will have the following benefits for Shareholders:

• the Company will be able to raise additional capital promptly, enabling it to take advantage of current and future investment opportunities, thereby further diversifying its investment portfolio, both by number of investments and by sector;
• an increase in the market capitalisation of the Company will help to make the Company attractive to a wider investor base;
• it is expected that the secondary market liquidity in the Ordinary Shares will be further enhanced as a result of a larger and more diversified shareholder base. The authority sought may be partially used to satisfy market demand for Ordinary Shares from time to time and improve liquidity in the market for Ordinary Shares; and
• the Company's fixed running costs will be spread across a wider shareholder base, thereby reducing the ongoing costs ratio.

Any Ordinary Shares issued pursuant to this authority will be issued at a minimum issue price equal to the published prevailing NAV per Ordinary Share at the time of allotment together with a premium intended at least to cover the costs and expenses of the relevant placing or issue of Ordinary Shares (including, without limitation, any placing commissions). The issue price in respect of each relevant placing or issue of Ordinary Shares will be determined on the basis described above to cover the costs and expenses of each placing or issue and thereby avoid any dilution of the NAV of the then existing Ordinary Shares held by Shareholders.

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