Infrastructure India : AGM Proxy Form 2023

Form of Proxy for the Annual General Meeting of

INFRASTRUCTURE INDIA PLC

(the "Company")

I/We

Please insert name(s) in BLOCK CAPITALS

Of

Being (a) member(s) of the above-named Company hereby appoint the Chairman of the Meeting or (see note 2)

as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 55 Athol Street, Douglas, Isle of Man IM1 1LA on 26 June 2024 at 10.00 am and at any adjournment thereof. I/We request such proxy to vote on the following resolutions as indicated below:

Ordinary Business	For	Against	Withheld
the following resolutions which will be proposed as ordinary
resolutions:

1. To receive and adopt the Annual Report and audited accounts of the Company for the year ended 31 March 2023, together with the Directors' and Auditor's reports thereon.
2. To approve the payment of Directors' fees for the year ended 31 March 2023.
3. To re-confirm Baker Tilly Isle of Man LLC as auditors of the Company.
4. To authorise the Directors to determine the remuneration of Baker Tilly Isle of Man LLC as auditors of the Company.
5. To re-appoint as a Director Rob Venerus who retires by rotation in accordance with Article 85.1 at the commencement of the 2023 Annual General Meeting and submits himself for immediate reappointment to the Board.
6. To re-appoint as a Director Sonny Lulla who retires by rotation in accordance with Article 85.2 at the commencement of the 2023 Annual General Meeting and submits himself for immediate reappointment to the Board.
7. To re-appoint as a Director Graham Smith who retires by rotation in accordance with Article 85.2 at the commencement of the 2023 Annual General Meeting and submits himself for immediate reappointment to the Board.

Special Business

The following resolutions which will be proposed as special resolutions:

1. That in accordance with Article 154.1 of the Articles of Association, the Company shall cease to continue as constituted and that if the resolution is not passed, a similar resolution be proposed at every fifth annual general meeting hereafter.
2. That, conditional on the passing of Resolution 8, in accordance with Rule 41 of the AIM Rules for Companies, the cancellation of the admission to trading on AIM (the market of that name operated by London Stock Exchange plc) of the Ordinary Shares of the Company be and is hereby approved and the directors of the Company be authorised to take all action reasonable or necessary to effect such cancellation.

Signature:

Dated this:

day of

2024

1

Notes:

1. Please indicate with an X in the appropriate space how you wish the proxy to vote.
2. To appoint as a proxy a person other than the Chairman of the meeting insert the full name in the space provided. A proxy need not be a member of the Company.
3. If you do not indicate how you wish your proxy to use your vote on any resolution, the proxy will exercise his/her discretion as to how he/she votes and as to whether or not he/she abstains from voting on such resolution.
4. Where the member is a corporation, this form of proxy must be executed under its common seal or under the hand of an officer or attorney duly authorised in that behalf in writing by the corporation.
5. This form of proxy has been sent to you by post. To be valid it must be returned by post or by courier or by hand to FIM Capital Limited, 55 Athol Street, Douglas, Isle of Man IM1 1LA, or by facsimile to [phone] or by email [e-mail] form of proxy must be received not less than 48 hours before the time for the holding of the meeting or adjourned meeting together with the power of attorney or other authority (if any), or a notarially certified copy of such authority, under which it is signed.
6. The Company, pursuant to Regulation 22 of the Uncertificated Securities Regulations 2006 (Isle of Man), specifies that only those members registered in the register of members as at 24 June at 10.00am (or, in the event that the meeting is adjourned, on the register of members 48 hours before the time of any adjourned meeting) shall be entitled to attend or vote at the meeting in respect of the shares registered in their name at that time. Changes to entries on the register of members after 24 June at 10.00am (or, in the event that the meeting is adjourned, on the register of members less than 48 hours before the time of any adjourned meeting) shall be disregarded in determining the rights of any person to attend or vote at the meeting.
7. In the case of joint holders, the signature of any one of them will suffice, but the names of the other joint holders should be shown in the space provided. The vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. Seniority will be determined by the order in which the names of the holders appear in the register of members in respect of the joint holding.
8. Any alteration to this form of proxy must be initialled.
9. Completion and return of this form of proxy does not preclude a member from subsequently attending and voting in person at the meeting.

2