GCP Infrastructure Investments : Scrip Dividend Circular 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the contents of this document or the action that you should take, you are advised to consult your appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000 of the United Kingdom (as amended) or, if you are not in the United Kingdom, another appropriately authorised professional adviser. If you receive this document in any country or jurisdiction outside the United Kingdom you may not treat it as an invitation to elect to receive Scrip Shares unless such an invitation could lawfully be made to you without the Company being required to comply with any registration or other local legal requirements.

If you have sold or transferred your Ordinary Shares in GCP Infrastructure Investments Limited (the "Company"), please forward this document, together with the accompanying documents at once to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. However, these documents should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. If you have sold only part of your holding of Ordinary Shares, you should retain these documents and consult the bank, stockbroker or other agent through whom the sale was affected.

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 indefinite 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.

GCP INFRASTRUCTURE INVESTMENTS LIMITED

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

SCRIP DIVIDEND CIRCULAR IN RESPECT OF THE FINANCIAL YEAR ENDING 30 SEPTEMBER 2023

IF YOU WISH TO RECEIVE YOUR DIVIDENDS IN RESPECT OF THE PERIOD FROM 1 OCTOBER 2022 TO 30 SEPTEMBER 2023 IN CASH, RATHER THAN IN NEW ORDINARY SHARES AND DO NOT HAVE AN EVERGREEN STANDING ELECTION ALREADY IN PLACE, YOU DO NOT NEED TO TAKE ANY ACTION AND MAY DISREGARD THIS DOCUMENT.

If you hold your Ordinary shares in the Company ("Ordinary Shares") in certificated form and have already made an evergreen standing election (referred to in this circular as a Scrip Dividend Mandate) and do not wish to cancel this, then you do not need to take any further action as your evergreen standing election will remain in place (unless you later choose to cancel it).

If you hold your Ordinary Shares in certificated form and have an evergreen standing election in place but now wish to receive your dividends in cash, please refer to Note 5 of the Terms and Explanatory Notes for further details on cancelling your Scrip Dividend Mandate.

If you hold your Ordinary Shares in certificated form and do not have an evergreen standing election in place but wish to elect for the Scrip Dividend Alternative, then you will need to complete the Scrip Dividend Mandate, please refer to Note 5 of the Terms and Explanatory Notes for further details.

If you hold your Ordinary Shares in CREST and wish to elect for the Scrip Dividend Alternative, you should refer to Note 6 of the Terms and Explanatory Notes.

If you are resident outside the United Kingdom or are not a British citizen please refer to Note 7 of the Terms and Explanatory Notes as you may not be eligible to elect for the Scrip Dividend Alternative.

INDICATIVE QUARTERLY DIVIDEND TIMETABLE FOR THE PERIOD 1 OCTOBER 2022 TO 30 SEPTEMBER 2023

					1	October 2022	1 January 2023	1 April 2023 to 30	1 July 2023 to 30
					to	31 December	to	31 March	June 2023	September 2023
					2022	2023
Declaration of dividend (the	27 January 2023	27 April 2023	28 July 2023	26 October 2023
"Relevant	Declaration
Date")
Ex-Dividend	Date	(the	09 February 2023	11 May 2023	10 August 2023	02 November 2023
"Relevant XD Date")
Record date (the "Relevant	10 February 2023	12 May 2023	11 August 2023	03 November 2023
Record Date")
Reference	Share	Price of	16 February 2023	18 May 2023	17 August 2023	09 November 2023
Scrip Shares (the "Relevant
Scrip	Share	Reference
Price")	calculated	and
published
Last time	and	date	for	5pm (GMT) on 27	5pm	(GMT) on	5pm (GMT) on 29	5pm (GMT) on 20
receipt	of	Scrip	Dividend	February 2023	30 May 2023	August 2023	November 2023
Mandates	and	CREST
dividend	elections	(the
"Relevant		Dividend
Deadline Date")
Dividend payment date (the	14 March 2023	14 June 2023	13	September	05 December 2023
"Relevant		Dividend					2023
Payment Date")
Expected time and date for	8am (GMT) on	8am (GMT) on	8am (GMT) on	8am (GMT) on
admission to listing and to	14 March 2023	14 June 2023	13 September	05 December 2023
trading	of	Ordinary Shares					2023
issued	through	the	Scrip
Dividend Alternative	(the
"Relevant Admission Date")

Please note: the above dates and times are indicative only and may be subject to change at the Directors' absolute discretion. Finalised dates will be communicated at the time of declaration of each dividend.

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GCP INFRASTRUCTURE INVESTMENTS LIMITED

12 Castle Street, St Helier, Jersey, JE2 3RT

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

26 January 2023

To the holders of Ordinary Shares in the Company ("Shareholders")

Dear Shareholder

SCRIP DIVIDEND ALTERNATIVE

Background

The Company's investment objectives are to provide its Shareholders with regular, sustained, long-term dividends and to preserve the capital value of its investment assets over the long-term by generating exposure to UK infrastructure Project companies, their owners or their lenders and related and/or similar assets which provide regular and predictable long-term cash flows. The Company pays dividends on a quarterly basis, with dividends typically declared in January, April, July and October in each financial year.

In accordance with the articles of association of the Company (the "Articles") and a shareholder resolution passed at the annual general meeting of the Company held on 9 February 2018 (the "Existing Shareholder Authority"), the Directors may offer Shareholders a scrip dividend alternative (the "Scrip Dividend Alternative") whereby Shareholders may elect to receive new Ordinary Shares ("Scrip Shares") instead of their cash dividend payments (the "Relevant Dividends"). Shareholder authority to renew the Scrip Dividend Alternative will be sought at the Company's forthcoming annual general meeting, which has been convened for 15 February 2023. A circular containing the notice of the annual general meeting and details of this resolution was posted to Shareholders on 09 January 2023.

The Scrip Dividend Alternative enables Shareholders to increase their holding in the Company without incurring dealing costs and benefits the Company through the retention of cash which would otherwise be paid out as a cash dividend. Any such retained cash may be reinvested in accordance with the Company's investment objective and investment policy and/or used for working capital purposes.

The purpose of this circular is to provide Shareholders with further details of the Scrip Dividend Alternative in respect of the period from 1 October 2022 to 30 September 2023.

Scrip Dividend Alternative

The Company offers the Scrip Dividend Alternative for Ordinary Shareholders on the register on the Relevant Record Date and issues Scrip Shares to those Shareholders who indicate that they wish to receive Scrip Shares in lieu of cash.

Shareholders who make valid elections for the Scrip Dividend Alternative will receive an amount of Scrip Shares based on the value of the Relevant Dividend and the average mid-market price per Ordinary Share during the period from the Relevant XD Date and the four subsequent dealing days. Further details of the formulae used for calculating the Scrip Share entitlement are set out in Note 4 of the Terms and Explanatory Notes of this circular.

The indicative timetable for the Relevant Dividends in respect of the period from 1 October 2022 to 30 September 2023 is set out on page 2 of this circular. Details of each Relevant Dividend (including the Relevant Declaration Date, Relevant XD Date, Relevant Record Date, Relevant Scrip Share Reference Price, Relevant Dividend Deadline Date, Relevant Dividend Payment Date and Relevant Admission Date) will be

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published on the Company's website and notified to Shareholders by way of an announcement via a Regulatory Information Service.

The Directors may revoke or suspend their decision to offer the Scrip Dividend Alternative at any time up to 5pm (GMT) on a Relevant Dividend Deadline Date in the event that they consider that the Scrip Dividend Alternative would be substantially less beneficial to Shareholders accepting the offer or where it would not be in the interests of Shareholders as a whole to offer the Scrip Dividend Alternative, including in the event that the Ordinary Shares are trading at a discount to their prevailing published net asset value from time to time.

The Terms and Explanatory Notes section of this circular provides more information on the Scrip Dividend Alternative and some of the UK taxation consequences as at the date of this circular.

Action to be taken - all Shareholders

Shareholders should be aware that the Scrip Dividend Alternative described in this circular is subject to certain terms and conditions, which are set out in full in the Terms and Explanatory Notes. It is recommended that you read the Terms and Explanatory Notes in full before completing the Scrip Dividend Mandate (for Shareholders who hold their Ordinary Shares in certificated form) or Dividend Election Input Message (for Shareholders who hold their Ordinary Shares in CREST), as appropriate.

Shareholders should note that the Scrip Dividend Alternative is offered at the absolute discretion of the Directors and, in particular, is conditional upon the admission of the relevant Scrip Shares to listing on the Official List and to trading on the London Stock Exchange. When considering what action to take, Shareholders are advised to obtain appropriate professional financial and/or tax advice.

FOR SHAREHOLDERS WISHING TO RECEIVE CASH DIVIDENDS

If you wish to continue to receive your dividends in cash (rather than in the form of Scrip Shares) and do not have a Scrip Dividend Mandate already in place, you do not need to take any action. Your full cash dividend entitlement will continue to be paid to you in the usual manner on the Relevant Dividend Payment Dates.

If you hold your Ordinary Shares in certificated form and have a Scrip Dividend Mandate in place but now wish to receive your dividends in cash, please refer to Note 5 of the Terms and Explanatory Notes for further details on cancelling your Scrip Dividend Mandate.

FOR SHAREHOLDERS WISHING TO RECEIVE SCRIP DIVIDENDS

If you wish to elect for the Scrip Dividend Alternative then the action to be taken depends on whether you hold your Ordinary Shares in certificated form or in uncertificated form (that is, in CREST).

For Shareholders who hold their Ordinary Shares in certificated form

If you hold your Ordinary Shares in certificated form and have already completed a Scrip Dividend Mandate and do not wish to cancel this, then you do not need to take any further action as your Scrip Dividend Mandate will remain in place (unless you later choose to cancel it).

If you hold share certificates for your Ordinary Shares and do not have a Scrip Dividend Mandate in place but wish to elect for the Scrip Dividend Alternative, then you will need to complete the Scrip Dividend Mandate (please refer to Note 5 of the Terms and Explanatory Notes for further details). The Scrip Dividend Mandate may be cancelled at any time and will apply in relation to all your Ordinary Shares.

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The Scrip Dividend Mandate should be completed online via www.signalshares.com. Further details, including contact details for those Shareholders requiring assistance, are set out in Note 5 of the Terms and Explanatory Notes.

For Shareholders who hold their Ordinary Shares in CREST

Shareholders who hold their Ordinary Shares in CREST and wish to receive Scrip Shares in lieu of all or part of their cash dividend may elect for the Scrip Dividend Alternative by submitting a Dividend Election Input Message (as defined in the CREST Manual, available via www.euroclear.com/CREST). CREST Shareholders will need to make separate elections through CREST in respect of each Relevant Dividend.

Further details are set out in Note 6 of the Terms and Explanatory Notes.

Yours faithfully

Andrew Didham

Chairman

For and on behalf of

GCP Infrastructure Investments Limited