HICL Infrastructure PLC · LSE:HICL
HICL Infrastructure — Merger or Acquisition (November 2025)
30 slides from HICL Infrastructure's merger presentation, November 2025
Slide 1: Important information
Important information THIS PRESENTATION IS NOT FOR PUBLICATION, RELEASE, DISCLOSURE OR DISTRIBUTION, AND WILL NOT OTHERWISE BE MADE AVAILABLE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO ANY RESIDENT THEREOF OR ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE S
Slide 2: Important information
Important information No representation or warranty, express or implied, is or will be made by or on behalf of the Company or TRIG in relation to, and no responsibility is or will be accepted by the Company, TRIG, InfraRed, Investec Bank plc, Goldman Sachs International, BNP Paribas or any of (as ap
Slide 3: Important information
Important information This presentation may include target returns for the Company and TRIG, including NAV total return targets and proposed dividend policies (the "target returns"). The target returns are in all cases targets and are not forecasts or projections. Target returns are based on InfraRe
Slide 4: Creating the premier infrastructure investment company
Creating the premier infrastructure investment company November 2025
Slide 5: Creating the premier listed infrastructure investment company
Creating the premier listed infrastructure investment company Strategic rationale Key transaction terms Combination between HICL and TRIG creates the UK’s largest FAV-for-FAV exchange ratio listed infrastructure investment company 1 based on 30-Sep-25 NAV Greater scale and diversification provides t
Slide 6: Combined Company: attractive investor proposition
Combined Company: attractive investor proposition Embracing market change to drive shareholder value Transformational scale Compelling total return Reorientation towards growth £6.2bn 10%+ NAV growth > dividend growth Portfolio Value1 Total NAV return target p.a. Combination creates a market leader
Slide 7: Background to the combination
Background to the combination Reinvigorating the strategy to reflect evolving investor perspectives Increasing total Delivering on demand Capturing demand for Providing expanded return target for consolidation infrastructure investment firepower for growth Continued active approach to asset Combinat
Slide 8: Infrastructure megatrends present generational investment opportunity
Infrastructure megatrends present generational investment opportunity Exposure to investment tailwinds driven by the convergence of several key megatrends Global infrastructure megatrends are converging as energy and infrastructure Investors are seeking exposure to this convergence of megatrends, 1
Slide 9: Combination expands HICL and TRIG's investment universe
Combination expands HICL and TRIG’s investment universe Behind-the-meter generation Smart grids Energy & Utilities Communication Greenfield Conventional desalination generation Interconnectors Small cells District heating Smart £65bn £49bn £6bn £58bn £27bn Renewables & grid Recycling Storage (OECD)
Slide 10: Creating the premier infrastructure investor
Creating the premier infrastructure investor Day 1 portfolio1: translating megatrends into attractive, diversified investments A diversified portfolio of scale… …with investments woven into our daily lives Communication 2.3GW 1.6m 5% operational capacity homes powered Utilities 11% Power Generation
Slide 11: Strategic approach to portfolio construction
Strategic approach to portfolio construction Strong foundation enhanced with measured exposure to higher-returning capital gain investments Asset types Medium-term target portfolio construction1 ▪ Operational projects with lowest Yielders Growers Enhancers risk / return Today Target Today Target Tod
Slide 12: Significant potential for capital growth
Significant potential for capital growth Reinvigorated investment strategy expected to significantly increase NAV over time .0 Illustrative Portfolio Value (£bn) .0 .0 .0 - FY27 FY28 FY29 FY30 FY31 FY32 FY33 FY34 FY35 FY36 FY37 FY38 FY39 FY40 FY41 FY42 FY43 FY44 FY45 FY46 FY47 FY48 FY49 FY50 Yielder
Slide 13: A higher total target return of 10%+
A higher total target return of 10%+ Three key building blocks that enable the strategic shift to a 10%+ return 10%+ Opportunities for outperformance Asset rotation ▪ Commercial & operational enhancements Reinvestment for ▪ Strong track record of growth accretive sales ▪ Faster growth reorientation
Slide 14: Portfolio construction guided by clear risk and return measures
Portfolio construction guided by clear risk and return measures Four clear areas of focus Reorientation towards growth balancing a compelling dividend with accretive reinvestment… Growth Distributions NAV growth Organic reinvestment FY27 target Sustainable NAV dividend Target total return > expected
Slide 15: Strong financial foundation provides firepower for growth
Strong financial foundation provides firepower for growth Robust capital structure and disciplined capital allocation provides significant headroom and financial resilience Portfolio debt profile Expected Holdco gearing breakdown1 Day 1 Future ▪ An amortising debt profile that creates flexibility fo
Slide 16: Top-tier management with highly relevant track record providing continuity
Top-tier management with highly relevant track record providing continuity Differentiated specialists, with significant investment increasing alignment InfraRed will have overall responsibility for managing Combined RES continues as operations Company’s portfolio and for sourcing and executing inves
Slide 17: A specialist and experienced management team to drive growth
A specialist and experienced management team to drive growth Depth of industry Jack Paris Edward Hunt Mark Tiner Minesh Shah Phil George experience CEO Fund Manager CFO Division Head – Energy CCO across sectors InfraRed Combined Company Combined Company Combined Company Combined Company Developing I
Slide 18: Management highly aligned for success
Management highly aligned for success Rationale Mechanic £100m - - Material ongoing liquidity provided Demonstrates Manager’s confidence in the - £100m secondary market purchasing following completion investment strategy & further increases alignment - Dynamic approach that will seek to respond by S
Slide 19: Transaction structure and terms
Transaction structure and terms Combination terms agreed to deliver alignment and value to all shareholders 1 FAV-for-FAV Exchange 2 Cash Option 3 Dividend Policy The Combination will be implemented through a 1. Quantum: TRIG Shareholders will be offered a A progressive dividend policy targeting 9.0
Slide 20: Creating the UK's premier listed infrastructure investment company
Significant scale Net assets exceeding £5.25bn Enhanced growth strategy Creating the UK’s premier Aligned with infrastructure megatrends listed infrastructure Compelling total return profile Targeting 10%+ p.a. alongside a progressive dividend investment company Capital flexibility Balance sheet boo
Slide 21: Appendices
Appendices 21
Slide 22: Positioned at the heart of the infrastructure risk-reward spectrum
Positioned at the heart of the infrastructure risk-reward spectrum Expanded investment universe supports portfolio construction, enabling shift in NAV return to 10%+ over time Illustrative ▪ Combined Company is set to become a fully diversified infrastructure fund, able to attract capital for invest
Slide 23: Combination presents a step-change in scale
Combination presents a step-change in scale Combined Company will be the UK’s largest, most diversified infrastructure investment company Unlocking new sub-sectors for investment where A natural home for investors seeking an attractive Greater scale broadens investor universe, original HICL / TRIG r
Slide 24: Governance continuity from combined day-one Board
Governance continuity from combined day-one Board Directors bring amalgamated skills, expertise and thought diversity of the respective boards Mike Bane Chair Richard Morse Deputy Chair & Chair of Capital Allocation Committee Mike Bane has been a Guernsey resident for over 25 years. He is a Richard
Slide 25: Governance continuity from combined day-one Board
Governance continuity from combined day-one Board Directors bring amalgamated skills, expertise and thought diversity of the respective boards Rita Akushie Chair of Remuneration Committee John Whittle Chair of Audit Committee Rita Akushie, a chartered accountant with over 25 years’ leadership John W
Slide 26: Governance continuity from combined day-one Board
Governance continuity from combined day-one Board Directors bring amalgamated skills, expertise and thought diversity of the respective boards Erna-Maria Trixl HSE lead Martin Pugh Non-Executive Director Erna-Maria is an independent executive consultant in the areas of Martin Pugh has over 35 years
Slide 27: 25+ year investment track record across six value-add funds
25+ year investment track record across six value-add funds InfraRed track record across value-add assets, excluding Fund VI, as at 30 June 2025 InfraRed’s value-add strategy ranks #9 out of 71 infrastructure funds globally4 Performance Rank Family Firm Value-add Realised Net Performance1 Score Real
Slide 28: Renewables Operations Manager with 40+ years' experience
Renewables Operations Manager with 40+ years’ experience delivering renewable development, construction and operations globally Performance Value Improving generation Targeting £70m for Combined Operating in 24 countries with 45GW of assets supported globally, throughout the projects’ life, Company
Slide 29: End notes (1/2)
End notes (1/2) Net IRR and Net MOIC “Net IRR” or “Net internal rate of return” is a measure of the discounted cash flows (inflows and outflows) related to the limited partners’ investment in a Fund since inception as well as Net Asset Value where relevant. All comparable greenfield, exit-driven val
Slide 30: End notes (2/2)
End notes (2/2) Net Realised IRR and Net Realised MOIC “Net Realised IRR” or “Net Realised internal rate of return” is a measure of the discounted cash flows (inflows and outflows) related to the limited partners’ investment in a Fund since inception for closed funds, and in the case of open funds (
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