Result of General Meeting and Tender Offer

24 June 2025

RM Infrastructure Income Plc

(the "Company" or "RMII")

LEI: 213800RBRIYICC2QC958

Result of General Meeting & Tender Offer

Result of General Meeting

RMII announces that, at its general meeting held earlier today, convened with the purpose of approving the Tender Offer, the resolution put to shareholders was duly passed. The text of the resolution is contained in the Notice of General Meeting dated 29 May 2025.

The proxy votes received are as follows:

There were no votes withheld. As at the date of the above meeting, the Company's issued share capital was 97,848,021 Ordinary Shares, of which 358,639 Ordinary shares were held in treasury. Therefore, the total number of voting rights of the Company was 97,489,382 as at the date of the General Meeting.

Tender Offer

Further, the Company announces the result of its Tender Offer, which was announced on 29 May 2025. The Tender Offer was taken up in full and as such, the Company will purchase a total of 21,627,821 Ordinary Shares, equivalent to a Basic Entitlement percentage of 22.18% for Eligible Shareholders. The Ordinary Shares will be purchased at the Tender Price of 80.52 pence per share (equivalent to the Company's NAV as at 31 May 2025).

20,924,248 Ordinary Shares were tendered in applications that will be met under the Basic Entitlement of Shareholders and a further 703,573 Ordinary Shares were tendered by Shareholders wishing to share in the Basic Entitlements which were not taken up by others (the Excess Applications).

Eligible Shareholders who validly tendered a percentage of their Ordinary Shares equal to or less than their Basic Entitlement shall have all tendered Ordinary Shares purchased in full under the Tender Offer. Eligible Shareholders who validly tendered Excess Applications shall have their Basic Entitlement and a pro rata proportion of their Excess Applications purchased pursuant to the Tender Offer.

Subject to the remaining conditions under the Repurchase Agreement having been met, Singer Capital Markets will purchase 21,627,821 Ordinary Shares by means of an on-market purchase from tendering Shareholders. Subject to Singer Capital Markets requiring the Company to repurchase such Ordinary Shares in accordance with the terms of the Repurchase Agreement, Singer Capital Markets will then sell the tendered Ordinary Shares acquired by it on to the Company pursuant to the terms of the Repurchase Agreement. All Ordinary Shares acquired by the Company from Singer Capital Markets under the Repurchase Agreement will be cancelled.

As previously announced, it is anticipated that the proceeds payable to Shareholders whose tendered Ordinary Shares are held through CREST accounts are expected to be made by 1 July 2025 and that cheques and balance share certificates for the certificated Ordinary Shares purchased under the Tender Offer will be despatched by 1 July 2025.

Total Voting Rights

Following the completion of the Tender Offer, the Company will have 76,220,200 Ordinary Shares in issue, with 358,639 Ordinary Shares held in treasury. Therefore, the total number of voting rights in the Company will be 75,861,561 and this figure may be used by Shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Defined terms used in this announcement have the meanings given in the Company Circular dated 29 May 2025 (the "Circular") unless the context otherwise requires.

For further information, please contact:

IMPORTANT INFORMATION

This announcement contains forward-looking statements. These forward-looking statements include all matters that are not historical facts. These forward-looking statements are made based upon the Company's expectations and beliefs concerning future events impacting the Company and therefore involve a number of risks and uncertainties. Forward-looking statements are not guarantees of future performance, and the Company's actual results of operations, financial condition and liquidity may differ materially and adversely from the forward-looking statements contained in this announcement. Forward-looking statements speak only as of the day they are made and the Company does not undertake to update its forward-looking statements unless required by law. 

Singer Capital Markets Securities Limited, which conducts its UK investment banking activities as Singer Capital Markets ("Singer Capital Markets") is authorised and regulated in the United Kingdom by the FCA and is exclusively advising the Company and no one else in connection with the Tender Offer. Singer Capital Markets will not be responsible to any person other than the Company for providing the protections afforded to its customers, nor for providing advice in relation to the Tender Offer or the contents of this announcement or the Circular. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Singer Capital Markets may have under the Financial Services and Markets Act 2000 (as amended) or the regulatory regime established thereunder.