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Form of Proxy

PANTHEON INFRASTRUCTURE PLC

Notes

No. Proposition For Against Abstain
1

TO RECEIVE THE COMPANYS ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 TOGETHER WITH THE STRATEGIC REPORT, THE DIRECTORS REPORT AND THE AUDITORS REPORT CONTAINED IN THE ANNUAL REPORT

2

TO RECEIVE AND APPROVE THE DIRECTORS REMUNERATION REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

3

TO ELECT MR ANTHONY BICKERSTAFF AS A DIRECTOR OF THE COMPANY

4

TO RE-ELECT MS ANNE BALDOCK AS A DIRECTOR OF THE COMPANY

5

TO RE-ELECT MS ANDREA FINEGAN AS A DIRECTOR OF THE COMPANY

6

TO RE-ELECT MR PATRICK ODONNELL BOURKE AS A DIRECTOR OF THE COMPANY

7

TO RE-APPOINT ERNST YOUNG LLP AS AUDITORS OF THE COMPANY (THE AUDITOR), TO HOLD OFFICE FROM THE CONCLUSION OF THIS AGM UNTIL THE CONCLUSION OF THE NEXT AGM OF THE COMPANY AT WHICH THE COMPANYS FINANCIAL STATEMENTS ARE LAID BEFORE THE COMPANY

8

TO AUTHORISE THE AUDIT AND RISK COMMITTEE TO DETERMINE THE REMUNERATION OF THE AUDITOR

9

DIRECTORS AUTHORITY TO ALLOT SHARES

10

THAT, IN SUBSTITUTION FOR ALL EXISTING AUTHORITIES, AND SUBJECT TO THE PASSING OF RESOLUTION 9, AND IN ACCORDANCE WITH SECTIONS 570 AND 573 OF THE ACT, THE DIRECTORS BE AND ARE HEREBY GENERALLY EMPOWERED TO ALLOT EQUITY SECURITIES (AS DEFINED IN SECTION 560(1) OF THE ACT) FOR CASH, PURSUANT (PLEASE SEE THE ATTACHED LINK FOR MORE DETAILS)

11

THAT, SUBJECT TO THE PASSING OF RESOLUTION 9 AND IN ADDITION TO THE POWER CONFERRED BY RESOLUTION 10, IN ACCORDANCE WITH SECTIONS 570 AND 573 OF THE ACT, THE DIRECTORS BE AND ARE HEREBY GENERALLY EMPOWERED TO ALLOT EQUITY SECURITIES (AS DEFINED IN SECTION 560(1) OF THE ACT) FOR CASH, PURSUANT (PLEASE SEE THE ATTACHED LINK FOR MORE DETAILS)

12

PURCHASE OF OWN SHARES

13

THAT, A GENERAL MEETING, OTHER THAN AN AGM, MAY BE CALLED ON NOT LESS THAN 14 CLEAR DAYS NOTICE