Result of AGM

International Public Partnerships

03 June 2026

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR TO U.S. PERSONS. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA.

INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED

("INPP" or the "Company")

RESULT OF ANNUAL GENERAL MEETING ("AGM")

03 June 2026

International Public Partnerships Limited ("INPP" or the "Company") is pleased to announce that, at the AGM held at 10.00 am this morning, each of the Resolutions were duly passed without amendment. 

The votes received by the Company were as follows:

Resolution		Votes For (including discretionary)		Votes Against		Votes Withheld*
1	Ordinary	1,236,996,835	99.99	46,682	0.01	326,635
2	Ordinary	1,236,212,009	99.96	537,942	0.04	620,201
3	Ordinary	1,227,789,996	99.26	9,134,512	0.74	445,644
4	Ordinary	1,227,982,383	99.28	8,941,105	0.72	446,664
5	Ordinary	1,227,914,254	99.28	8,944,536	0.72	511,362
6	Ordinary	1,224,848,768	99.26	9,146,345	0.74	3,375,039
7	Ordinary	1,227,768,828	99.26	9,155,451	0.74	445,873
8	Ordinary	1,233,878,081	99.99	169,135	0.01	3,322,936
9	Ordinary	1,237,043,843	99.99	14,177	0.01	312,132
10	Ordinary	1,236,642,970	99.97	332,964	0.03	394,218
11	Ordinary	1,236,796,680	99.99	122,164	0.01	451,308
12	Ordinary	1,236,906,077	99.98	193,667	0.02	270,408
13	Special	1,236,808,459	99.98	299,661	0.02	262,032
14	Special	1,236,181,926	99.92	978,478	0.08	209,718
15	Special	1,234,979,706	99.89	1,389,012	0.11	1,001,434

*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the Resolution.

In accordance with UKLR 6.4.13, details of those resolutions passed at the AGM that were not in the ordinary course of business are detailed below.

Resolution 12 - Ordinary Resolution

THAT, in accordance with Article 108 of the articles of incorporation, the Board may, in respect of dividends declared for any financial period or periods of the Company ending prior to the annual general meeting of the Company to be held in 2027, offer the holders of the ordinary shares in the capital of the Company of par value 0.01 penny each (the "Ordinary Shares") the right to elect to receive further Ordinary Shares, credited as fully paid, in respect of all or any part of such dividend or dividends declared in respect of any such period or periods.

Resolution 13 - Special Resolution

To approve that the Company generally be and is hereby authorised for the purposes of section 315 of the Companies (Guernsey) Law, 2008 as amended (the "Law") to make market acquisitions (as defined in the Law) of ordinary shares in the capital of the Company of par value 0.01 penny each (the "Ordinary Shares") provided that:

a.   the maximum number of Ordinary Shares authorised to be purchased shall be 14.99 per cent. of the Ordinary Shares in issue immediately following this annual general meeting (excluding treasury shares);

b.   the minimum price (exclusive of expenses) which may be paid for such shares is £0.01 per Ordinary Share;

c.   the maximum price (exclusive of expenses) payable by the Company which may be paid for Ordinary Shares shall be the higher of (i) 5 per cent. above the average market value for the five business days before the purchase is made and (ii) the higher of the price of the last independent trade and the highest independent bid at the time of the purchase for any number of Ordinary Shares on the trading venue where the purchase price is carried out;

d.   the authority hereby conferred shall (unless previously renewed or revoked) expire at the end of the annual general meeting of the Company to be held in 2027 or, if earlier, the date falling eighteen months from the passing of these resolutions;

e.   the Company may make a contract to purchase its own Ordinary Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase of its own Ordinary Shares in pursuance of any such contract; and

f.    any Ordinary Share acquired by the Company pursuant to the above authority may, subject to the requirements of the Law, be held as a treasury share in accordance with the Law or be cancelled by the Company.

Resolution 14 - Special Resolution

THAT the Directors of the Company from time to time (the "Board") be and are hereby generally empowered in accordance with Article 39.4 of the articles of incorporation (in substitution for the existing power and authority granted at the Company's Annual General Meeting held in 2025, but in addition to and without prejudice to any other existing power and authority to allot shares granted to the Board), to allot up to the aggregate number of Ordinary Shares as represent 9.99 per cent. of the number of Ordinary Shares already admitted to trading on the London Stock Exchange's main market for listed securities immediately following the passing of this resolution as if the pre-emption provisions contained in Article 39.1 of the articles of incorporation did not apply to any such allotment, provided that this power shall (unless previously revoked, varied or renewed by the Company) expire on the conclusion of the Annual General Meeting of the Company) to be held in 2027, save that the Company may make prior to such expiry any offer or agreement which would or might require shares to be allotted after expiry of such period and the Board may allot Ordinary Shares pursuant to such an offer or agreement notwithstanding the expiry of the authority given by this resolution.

Resolution 15 - Special Resolution

THAT the Articles of Association of the Company produced to the meeting be and are hereby adopted as amended, to provide for an increase in the aggregate remuneration of the Directors to a maximum of £850,000 per annum, pursuant to Article 79.1.

Director changes

The Board of INPP also advises that, as previously announced, Mike Gerrard, who has served on the Board since 2018 and as Chair since 2019, has retired with immediate effect. The Board expresses its sincere thanks to Mike for his outstanding contribution towards the success of the Company.

Following the retirement of Mike, and as announced on 24 November 2025, Sarah Whitney has been appointed Chair with immediate effect.

Change to Remuneration and Nomination Committee

International Public Partnerships Limited (the "Company") notifies the market the Company's current Remuneration and Nomination Committee has been separated into two newly formed Committees (Nomination Committee & Remuneration Committee), with immediate effect.

Nomination Committee	Remuneration Committee
Sarah Whitney (Chair)	Sally-Ann David (Chair)
Sally-Ann David	Sarah Whitney
Giles Adu	Giles Adu
Stephanie Coxon	Stephanie Coxon
Julia Bond	Julia Bond
Meriel Lenfestey	Meriel Lenfestey

This announcement is made in accordance with UKLR 6.4.8 R.

  Enquiries:

Erica Sibree Amber Fund Management Limited	[phone]/[phone]
Hugh Jonathan Numis Securities	[phone]
Ed Berry/Mitch Barltrop FTI Consulting	[phone]/ [phone]

About International Public Partnerships (INPP):

INPP is a listed infrastructure investment company that invests in global public infrastructure projects and businesses, which meets societal and environmental needs, both now, and into the future.

INPP is a responsible, long-term investor in over 130 infrastructure projects and businesses. The portfolio consists of utility and transmission, transport, education, health, justice and digital infrastructure projects and businesses, in the UK, Europe, Australia, New Zealand and North America. INPP seeks to provide its shareholders with both a long-term yield and capital growth.

Amber Infrastructure ("Amber") is the Investment Adviser to INPP and in this capacity is responsible for investment origination, asset management and fund management of the Company.

Amber is part of Boyd Watterson Global Asset Management Group LLC, a global diversified infrastructure, real estate and fixed income business with over $39 billion in assets under management and over 300 employees with offices in eight US cities and presence in twelve countries.

 

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