Notice of GM

HICL Infrastructure PLC

22 October 2026

 

22 October 2026

HICL Infrastructure PLC

“HICL” or “the Company” and, together with its subsidiaries, “the Group”, the London-listed infrastructure investment company managed by InfraRed Capital Partners Limited (“InfraRed” or “the Investment Manager”).

Proposed change to Investment Policy and Notice of General Meeting

HICL announces that it has today published a circular to shareholders (the “Circular”) setting out a proposal to adopt updates to its investment policy (the “New Investment Policy”) in place of its existing investment policy (the “Existing Investment Policy”) and convening a general meeting (the “General Meeting”) to seek shareholder approval for the proposal (the “Proposal”).

Background to and reasons for the Proposal

Since HICL’s launch in 2006, the infrastructure market has expanded significantly across sectors, business models and geographies. While the Existing Investment Policy permits investment across this broader market, its terminology remains anchored on the characteristics of the infrastructure market at the time of IPO including a principal focus on traditional Private Finance Initiative (PFI) and Public Private Partnership (PPP) concession investments.

Furthermore, on 2 July 2026 the Company announced its strategy update, bringing an increased emphasis on capital growth, alongside continued income generation, through the selective introduction of a dedicated sleeve of higher returning infrastructure investments, referred to as “enhancers”.

The HICL Board has subsequently undertaken a review of the Company's investment policy and has concluded that certain updates are appropriate to reflect both the maturing of the infrastructure asset class since HICL’s launch in 2006 and the evolution of the Company's investment strategy. The Board believes that the proposed changes will provide a clearer description of the Company’s investment approach and the framework within which HICL’s portfolio will continue to develop.

Summary of the Proposal

The principal differences between the Existing Investment Policy and the New Investment Policy are summarised below:

• Modernised infrastructure remit: The description of the Company’s investment remit has been updated to reflect the evolution of the infrastructure sector since HICL’s launch. The New Investment Policy contemplates investment across this expanded infrastructure market and updates the criteria used to describe the characteristics expected of infrastructure assets.

• New investment limits:  The Existing Investment Policy permits up to 35 per cent. of total assets to be invested in specified categories of more diverse infrastructure investments, including certain construction-stage and certain demand-based investments where demand is not yet established. The New Investment Policy removes this broader investment category and introduces a more clearly defined category of “enhancers”, in which the Group may invest up to 25 per cent. of total assets. Enhancers will typically offer significant opportunities to develop or expand their asset base or revenue profile and deliver operational enhancements, and are expected to crystallise returns through a defined exit strategy.

• Separate 30% limit for indirect investments: Under the Existing Investment Policy, investments in infrastructure funds and infrastructure-related financial instruments and securities count towards the 35 per cent. limit for more diverse investments. The New Investment Policy instead applies a separate limit of 30 per cent. of total assets to these investments. Depending on their characteristics, such investments may also count towards the 25 per cent. enhancer limit. 

• Counterparty provisions simplified: The New Investment Policy updates the specific focus on public-sector clients and supply-chain contractors with a broader focus on avoiding over-reliance on any single high-quality counterparty.

• Conflicts framework improved: The New Investment Policy expands the Rules of Engagement provisions to deal expressly with both acquisitions from and disposals to other InfraRed-managed vehicles, including independent fair-market-value processes and specific Board/committee oversight of investments in InfraRed-managed funds.

The Company expects its allocation to enhancers to build selectively over the medium term to up to 20 per cent. of total assets, within the 25 per cent. policy limit. Enhancers may involve greater development, construction, execution, market or demand risk and may contribute less to portfolio cash generation in the short term. Returns may depend on successful delivery of business plans and market conditions at exit, and projected returns may not be achieved or capital may be impaired.

There is no change to the Company’s stated dividend policy or dividend target, with sustainable income remaining a key part of the overall return to shareholders.

Shareholders should read the full text of both the Existing Investment Policy and the New Investment Policy set out in Part 2 and Part 3 of the Circular. The summary above is qualified entirely by the full texts of those policies.

Revised Investment Objective

Subject to shareholder approval of the New Investment Policy, the Company will also adopt the following revised Investment Objective:

“The Company’s investment objective is to generate an annualised total return in excess of 10 per cent. on its net assets over the medium term, through a combination of sustainable income generation and capital growth arising from investment in high-quality infrastructure investments.”

General Meeting and availability of the Circular  

The General Meeting will be held at 3 p.m. on 16 November 2026 at the offices of Hogan Lovells Cadwalader International LLP, Atlantic House, 50 Holborn Viaduct, London EC1A 2FG. The Proposal will be put to shareholders as an ordinary resolution. Subject to approval, the New Investment Policy will take effect immediately following the General Meeting.

Shareholders should read the Circular in full before deciding how to vote. The Circular, including the Notice of General Meeting, is available on the Company’s website at www.hicl.com. A copy has also been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Neither the content of the Company's website nor the content of any website accessible from hyperlinks on the Company's website is incorporated into or forms part of this announcement.

The Board considers the Proposal to be in the best interests of shareholders as a whole and unanimously recommends that shareholders vote in favour of the resolution.

The directors of the Company intend to vote in favour of the Proposal in respect of their holdings of shares amounting to 363,456 shares in aggregate (representing approximately 0.02 per cent. of the issued share capital of the Company as at 21 October 2026, the latest practicable date prior to the publication of the Circular).

Expected Timetable	Date
Publication of the Circular	22 October 2026
Latest time and date for receipt of Forms of Proxy, electronic proxy instructions and CREST voting instructions for the General Meeting	3 p.m. on 12 November 2026
Record Date for entitlement to vote at the General Meeting	6.00 p.m. on 12 November 2026
General Meeting	3 p.m. on 16 November 2026
New Investment Policy becomes effective, subject to approval	Immediately following approval at the General Meeting
Announcement of General Meeting results	As soon as practicable following the General Meeting

Note: All references to time in this document are to UK time. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to shareholders by an announcement through a Regulatory Information Service.

Enquiries

InfraRed Capital Partners Limited  [phone] / [e-mail]

Edward Hunt

Mark Tiner

Mohammed Zaheer

Brunswick                [phone] / [e-mail]

David Litterick

Investec Bank plc          [phone]

David Yovichic

Denis Flanagan

RBC Capital Markets      [phone]

Elizabeth Evans

Aztec Financial Services (UK) Limited                [phone]

James Lucas

HICL Infrastructure PLC

HICL Infrastructure PLC ("HICL") is a leading long-term investor in infrastructure assets, with a diversified portfolio of predominantly operational investments generating stable, inflation-linked cashflows. Since becoming the first infrastructure investment company to be listed on the London Stock Exchange, HICL has established a strong track record of investing in essential assets that support the delivery of public services and long‑term value creation.

The Company’s investment strategy is focused on delivering a total return for shareholders consisting of sustainable dividend growth and long‑term NAV accretion, enabled by highly visible cashflows, long asset lives and active portfolio management. HICL’s portfolio is positioned towards the lower end of the infrastructure risk spectrum and is underpinned by disciplined capital allocation, strong cash generation and a self‑funding model.

Further details can be found on the HICL website www.hicl.com.

Investment Manager (InfraRed Capital Partners)

The Investment Manager to HICL is InfraRed Capital Partners Limited ("InfraRed") which has successfully invested in infrastructure projects since 1997. InfraRed is a leading international investment manager, operating worldwide from offices in London, New York, Miami, Seoul, Madrid, Frankfurt and Sydney and managing equity capital in multiple private and listed funds, primarily for institutional investors across the globe. InfraRed is authorised and regulated by the Financial Conduct Authority.

The infrastructure investment team at InfraRed consists of over 100 investment professionals, all with an infrastructure investment background and a broad range of relevant skills, including private equity, structured finance, construction, renewable energy and facilities management.

InfraRed implements best-in-class practices to underpin asset management and investment decisions, promotes ethical behaviour and has established community engagement initiatives to support good causes in the wider community. InfraRed is a signatory of the Principles of Responsible Investment.

Further details can be found on InfraRed's website www.ircp.com.

 

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