HICL Infrastructure PLC Rectifies AGM Voting Error, Confirms Unanimous Passage of All 17 Resolutions

London-Based Infrastructure Investment Firm Reports Strong AGM Support with Corrected Voting Details

On Wednesday, 22 July 2026, at 2:00 PM, HICL Infrastructure PLC, a London Stock Exchange-listed infrastructure investment company, held its annual general meeting at Brewers Hall, Aldermanbury Square, London’s Barbican district. Shareholders were given prior notice of the meeting and agenda on 19 June 2026, ensuring transparency and preparedness for the discussions and voting.

The company employed a poll voting method for all resolutions instead of a show of hands, aligning with corporate governance best practices. This method guarantees that every shareholder’s vote is recorded, including those voting by proxy, thereby enhancing participation and transparency.

Detailed Voting Outcomes for 17 AGM Resolutions

The AGM encompassed 17 resolutions: 15 ordinary and 2 special. Ordinary resolutions required over 50% approval, while special resolutions needed more than 75%. The amended results confirm all resolutions met these thresholds and were passed. Support levels varied, with some resolutions receiving near-unanimous backing and others facing notable opposition.

Resolutions 1, 8, 9, 12, 13, 14, and 16 garnered exceptional support, often exceeding 99%. For example, Resolution 1 achieved 99.99% approval with 1,236,131,638 votes for and only 128,743 against. Resolutions 8, 9, and 12 similarly recorded approval rates between 99.87% and 99.99%, indicating strong shareholder alignment on governance and procedural matters. Other resolutions saw support ranging from 76.94% to 98.41%, reflecting more diverse shareholder opinions.

Notable Opposition to Dividend Policy and Related-Party Transaction Resolutions

Resolution 2 received 935,873,601 votes in favor (76.94%) and 280,558,017 votes against (23.06%), marking the highest opposition among all resolutions. Although the announcement does not specify the exact content of Resolution 2, such dissent often relates to dividend policies or remuneration frameworks.

Resolution 5 also surpassed the 20% opposition threshold, with 969,327,461 votes supporting (79.69%) and 247,104,331 opposing (20.31%). The board’s recognition of this opposition level on both resolutions underscores its commitment to acknowledging significant shareholder concerns. In line with the AIC Code of Corporate Governance, the board plans proactive engagement with dissenting shareholders to understand their perspectives and potentially inform future governance decisions.

Correction of Typographical Error in AGM Results Announcement

On 23 July 2026, HICL Infrastructure PLC issued a replacement announcement correcting a typographical error found in the original 22 July 2026 release (RNS reference 4761N). The correction involved deleting an incorrect total votes figure to preserve the accuracy and integrity of the official record. All other information remained unchanged.

This swift correction illustrates the company’s dedication to precise regulatory disclosures and transparent shareholder communication. Such amendments are common in regulatory filings involving extensive numerical data, and the prompt update ensures investors rely on accurate voting information.

Strong Approval for Special Resolutions on Capital and Authority

Both special resolutions passed comfortably by exceeding the 75% supermajority requirement. Resolution 15 obtained 1,227,756,788 votes in favor (99.31%) with just 8,584,003 against (0.69%), while Resolution 16 achieved 1,235,586,442 votes for (99.97%) and 431,900 against (0.03%). Although specific details were not disclosed, such resolutions typically address amendments to articles of association or share capital authorizations.

Resolution 17, the final special resolution, also passed with 1,190,616,146 votes in favor (96.32%) and 45,483,681 votes against (3.68%). Despite higher opposition compared to Resolutions 15 and 16, it comfortably exceeded the required threshold. The full resolution texts and explanatory notes are accessible via the Notice of AGM published on 19 June 2026 through the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Governance and Regulatory Compliance in Shareholder Voting

Ordinary resolutions require majority approval exceeding 50%, while special resolutions need over 75%. Votes withheld are excluded from calculations. Discretionary votes granted to the chair or proxies were cast in favor of all resolutions, supporting the board’s recommendations.

The AGM and voting disclosures comply with Financial Conduct Authority Listing Rule 6.4.2, mandating publication of full resolution texts. The board’s acknowledgment of significant opposition on Resolutions 2 and 5 and commitment to shareholder engagement reflect adherence to the AIC Code of Corporate Governance and best practice for investment companies.

Maintaining Robust Shareholder Communication and Governance Standards

As a listed infrastructure investment company, HICL Infrastructure PLC upholds strong governance and investor relations standards. Managed by InfraRed Capital Partners Limited, the company provides shareholder contact details and engages professional advisors including Brunswick, Investec Bank plc, RBC Capital Markets, and Aztec Financial Services (UK) Limited.

The corrected AGM announcement underscores HICL’s focus on regulatory accuracy and transparency. Investors are encouraged to consult the amended results for precise voting data. The board’s planned engagement with shareholders opposing Resolutions 2 and 5 may enhance future communication and policy clarity.

Proactive Shareholder Engagement Following Significant Voting Opposition

The board’s initiative to consult shareholders who opposed Resolutions 2 and 5 aligns with the AIC Code of Corporate Governance, which advises engagement when dissent surpasses a 20% threshold. This process typically involves discussions between senior management or directors and institutional investors or proxy advisors to address concerns and explore potential governance improvements.

While outcomes of this engagement are not yet public, future announcements or reports may disclose insights gained. Such dialogue can lead to policy adjustments, enhanced disclosures, or management strategy refinements responsive to shareholder feedback.

Ensuring Regulatory Filing Accuracy Through Timely Corrections

Correcting the typographical error in the AGM announcement highlights the importance of precise regulatory disclosures for investor confidence. Regulatory News Service filings and National Storage Mechanism records serve as official company disclosure sources relied upon by market participants.

HICL’s transparent correction approach, issuing a replacement announcement promptly and specifying the amendment, ensures market integrity. Investors who referenced the original announcement should consult this updated version. The company’s advisors and investor relations team typically monitor such amendments to inform stakeholders accordingly.