EGL Ecofin Global Utilities And Infrastructure Trust Plc

Ecofin Global Utilities and Infrastructure Trust

("EGL" or the "Company")

Notice of AGM

Update on AGM arrangements

EGL, the essential utilities and infrastructure asset investment trust, provides shareholders with an update on its forthcoming Annual General Meeting, ("AGM") which will take place at 3:00 pm on Wednesday 5 March 2025 in the Clermont Hotel, 101 Buckingham Palace Road, London, SW1W 0SJ.

The Company encourages shareholders to attend the AGM and to vote on the resolutions put before the meeting, whether held directly or via those entities through which they hold their shares in EGL.

Shareholders are additionally invited to submit questions to the Board which will be answered during the AGM and made available on the Company's website after the meeting. Questions should be submitted to: EGL_AGM@redwheel.com no later than 12:00 pm on Monday 3 March.

In addition, at the AGM, the Portfolio management team, led by Jean-Hugues de Lamaze, will provide an update to shareholders on the Trust and its performance. The presentation will be made available on the Company's website, together with a companion video following the conclusion of the AGM. No new material information will be disclosed in this presentation.

The Company's investor relations pages can be viewed at: www.redwheel.com/uk/en/individual/ecofin-global-utilities-and-infrastructure-trust-plc/

Resolutions to be put before the AGM

The resolutions put before the AGM are as follows:

As ordinary resolutions:

1.   To receive the Directors' Report and the audited Financial Statements of the Company for the year ended 30 September 2024.

2.   To receive and approve the annual report on remuneration included in the Directors' Remuneration Report for the year ended 30 September 2024.

3.   To approve the Company's dividend policy as set out on page 20 of the 2024 annual report and accounts.

4.   To re-elect Malcolm King, in accordance with the Company's articles of association, as a director of the Company

5.   To re-elect Susannah Nicklin, in accordance with the Company's articles of association, as a director of the Company.

6.   To re-elect David Simpson, in accordance with the Company's articles of association, as a director of the Company.

7.   To re-elect Joanna Santinon as a Director of the Company.

8.   To re-appoint BDO LLP as the Independent Auditor to the Company, to hold office until the conclusion of the next AGM at which the Financial Statements are laid before the members.

9.   To authorise the directors to determine the Auditor's remuneration.

10.  THAT, in substitution for all subsisting authorities to the extent unused, the directors be and they are hereby generally and unconditionally authorised, in accordance with Section 551 of the Companies Act 2006 ("the Act"), to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company up to an aggregate nominal value of £356,814 (being approximately one third of the issued ordinary share capital of the Company (excluding treasury shares) as at 10 December 2024) or, if changed, the nominal value which represents one third of the issued ordinary share capital at the date the resolution is passed.

The authority hereby conferred on the directors shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or 5 June 2026, whichever is the earlier, save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for, or to convert any security into, shares to be granted after such expiry and the directors may allot shares or grant rights to subscribe for, or to convert any security into, shares (as the case may be) in pursuance of such an offer or agreement as if the authority conferred hereby had not expired.

As special resolutions:

11.  THAT, subject to the passing of resolution 10 above and in substitution for all subsisting authorities to the extent unused, the directors be and they are hereby empowered, pursuant to Section 570 and Section 573 of the Act, to allot equity securities (within the meaning of Section 560 of the Act) for cash pursuant to the authority conferred by resolution 10 or by way of sale of treasury shares as if Section 561(1) of the Act did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:

a.   in connection with a rights issue or open offer of securities to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings and to holders of other equity securities as required by the rights of those securities or as the directors otherwise consider necessary, but in each case subject to such exclusions, limits, restrictions or other arrangements as the directors may consider necessary or appropriate to deal with any treasury shares, fractional entitlements or securities represented by depository receipts, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory body or stock exchange or any other matter; and

b.   (otherwise than under paragraph (a) of this resolution) to any person or persons up to an aggregate nominal value of £108,125 (being approximately 10 per cent of the issued ordinary share capital of the Company (excluding treasury shares) as at 10 December 2024) or, if changed, the nominal value which represents 10 per cent of the issued share capital at the date the resolution is passed, and shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or on 5 June 2026, whichever is the earlier, except that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired

12.  THAT, the Company be and is hereby generally and unconditionally authorised, pursuant to and in accordance with Section 701 of the Act, to make market purchases (within the meaning of Section 693(4) of the Act) of ordinary shares of 1p each in the capital of the Company (ordinary shares) on such terms and in such manner as the directors shall from time to time determine, provided that:

a.   the maximum aggregate number of ordinary shares hereby authorised to be purchased is 16,208,006 (being approximately 14.99% of the number of ordinary shares in issue (excluding treasury shares) as at 10 December 2024);

b.   the minimum price (exclusive of all expenses) which may be paid for an ordinary share is its nominal value, being 1p;

c.   the maximum price (exclusive of all expenses) which may be paid for an ordinary share is the higher of (i) an amount equal to 5% above the average of the closing mid-market price of an ordinary share (as derived from the Daily Official List of the London Stock Exchange) for the five business days immediately preceding the date on which that ordinary share is contracted to be purchased and (ii) the higher of the price of the last independent trade and the highest current independent bid for a share in the Company on the trading venues where the market purchases by the Company pursuant to the authority conferred by this resolution will be carried out;

d.   the authority hereby conferred shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or on 5 June 2026, whichever is the earlier unless previously revoked, varied or renewed by the Company in General meeting; and

e.   the Company may at any time prior to the expiry of such authority enter into a contract or contracts under which a purchase of ordinary shares under such authority will or might be completed or executed wholly or partly after the expiration of such authority and the Company may make a purchase of ordinary shares in pursuance of any such contract or contracts as if the authority conferred hereby had not expired.

13.  THAT, a General meeting of the Company, other than an AGM may be called on not less than 14 clear days' notice.

- Ends -

For more information

About Ecofin Global Utilities and Infrastructure Trust plc

Ecofin Global Utilities and Infrastructure Trust plc, (LSE: EGL) invests in essential utilities and infrastructure assets that underpin modern economies and enable them to grow. It aims to achieve a high, secure dividend yield on its investments and realise long term growth in the value of the portfolio while taking care to preserve capital through difficult market phases.

The Trust is managed by Redwheel's Ecofin team, led by Jean-Hugues de Lamaze and has over 100  years of directly relevant global sector experience, focusing on opportunities in listed utilities, environmental services, transport and adjacent infrastructure sub-sectors.

An experienced, independent Board oversees the Trust, protecting shareholders' interests, providing best practice governance and ensuring accountability.

LEI: 2138005JQTYKU92QOF30

Notes to the Notice of the Annual General Meeting

1.   Only holders of ordinary shares of 1p each are entitled to attend and vote at the meeting. Each shareholder entitled to attend and vote at the meeting may appoint one or more persons to act as his/her proxy to attend, speak and vote at the meeting. A proxy need not be a member of the Company but must attend the meeting for the shareholder's vote to be carried. If a member appoints more than one proxy to attend the meeting, each proxy must be appointed to exercise the rights attached to a different share or shares held by the member.

2.   You can vote either:

•     by logging on to www.investorcentre.co.uk/eproxy and following the instructions. To vote electronically you will be asked to provide your Control Number, Shareholder Reference Number and PIN which are detailed on your Form of Proxy.

•     by returning your hard copy form of proxy. If you require an additional copy of the form of proxy you can obtain one directly from the registrars, Computershare Investor Services PLC, on Tel: 0370 703 6234. Lines are open between 08:30 - 17:30, Monday to Friday excluding public holidays in England and Wales; or

•     in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out below.

In order for a proxy appointment to be valid a form of proxy must be completed. In each case the form of proxy must be received by Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY by 3:00pm on Monday 3 March 2025.

If you return more than one proxy appointment, either by paper or electronic communication, the appointment received last by the Registrar before the latest time for the receipt of proxies will take precedence. You are advised to read the terms and conditions of use carefully. Electronic communication facilities are open to all shareholders and those who use them will not be disadvantaged.

The return of a completed form of proxy, electronic filing or any CREST Proxy Instruction (as described in note 5 below) will not prevent a shareholder from attending the meeting and voting in person if he/she wishes to do so.

3.   Pursuant to Regulation 41(1) of the Uncertificated Securities Regulations 2001 (as amended) and for the purposes of Section 360B of the Act, the Company has specified that only those members registered on the register of members of the Company at the close of business on Monday 3 March 2025 (the Specified Time) (or, if the meeting is adjourned, 48 hours prior to the time of the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of ordinary shares registered in their names at that time. If the meeting is adjourned to a time not more than 48 hours after the Specified Time, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purposes of determining the number of votes that may be cast) at the adjourned meeting. Changes to entries in the register of members after the close of business on Monday 3 March 2025 or other relevant deadline will be disregarded in determining the rights of any person entitled to vote at the meeting.

4.   Members (and any proxies or corporate representatives appointed) agree, by attending the meeting, that they are expressly requesting and are willing to receive any communications relating to the Company's securities made at the meeting.

5.   CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual (available via www.euroclear.com/CREST). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to an instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Company's agent (ID 3RA50) by the latest time(s) for receipt of proxy appointments specified in note (2) above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat a CREST Proxy Instruction as invalid in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).

6.   Any member attending the meeting has the right to ask questions. Pursuant to Section 319A of the Act, the Company must cause to be answered any question relating to the business being dealt with at the meeting put by a member attending the meeting. However, members should note that no answer need be given in the following circumstances if to do so would interfere unduly with the preparation for the meeting or would involve a disclosure of confidential information:

a.   if the answer has already been given on a website in the form of an answer to a question; or

b.   if it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

7.   If the chairman, as a result of any proxy appointments, is given discretion as to how the votes the subject of those proxies are cast and the voting rights in respect of those discretionary proxies, when added to the interests in the Company's securities already held by the chairman, result in the chairman holding such number of voting rights that he has a notifiable obligation under the Disclosure Guidance and Transparency Rules, the chairman will make the necessary notifications to the Company and the FCA. As a result, any member holding 3% or more of the voting rights in the Company who grants the chairman a discretionary proxy in respect of some or all of those voting rights, and so would otherwise have a notification obligation under the Disclosure Guidance and Transparency Rules, need not make a separate notification to the Company and the FCA.

8.   Any person receiving a copy of this Notice as a person nominated by a member to enjoy information rights under Section 146 of the Act ("Nominated Person") should note that the provisions in notes 1 and 2 concerning the appointment of a proxy or proxies to attend the meeting in place of a member do not apply to a Nominated Person, as only shareholders have the right to appoint a proxy. However, a Nominated Person may have a right under an agreement between the Nominated Person and the member by whom he or she was nominated to be appointed, or to have someone else appointed, as a proxy for the meeting.

If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may have a right under such an agreement to give instructions to the member as to the exercise of voting rights at the meeting. Nominated Persons should also remember that their main point of contact in terms of their investment in the Company remains the member who nominated the Nominated Person to enjoy information rights (or perhaps the custodian or broker who administers the investment on their behalf). Nominated Persons should continue to contact that member, custodian or broker (and not the Company) regarding any changes or queries relating to the Nominated Person's personal details and interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from a Nominated Person.

9.   Under Section 527 of the Act, members meeting the threshold requirements set out in that Section have the right to require the Company to publish on a website a statement setting out any matter relating to:

a.   the audit of the Company's accounts (including the Auditor's Report and the conduct of the audit) that are to be laid before the meeting; or

b.   any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which the annual report and accounts were laid in accordance with Section 437 of the Act.

The Company may not require the members requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under Section 527 of the Act, it must forward the statement to the Company's auditor no later than the time when it makes the statement available on the website. The business which may be dealt with at the meeting includes any statement that the Company has been required under Section 527 of the Act to publish on a website.

10.  At 10 December 2024, the latest practicable date in advance of the date of this Notice, the Company's issued capital consisted of 108,125,462 ordinary shares carrying one vote per share (total voting rights).

11.  This Notice, together with information about the total numbers of shares in the Company in respect of which members are entitled to exercise voting rights at the date of this Notice, and (if applicable) any members' statements, members' resolutions or members' matters of business received by the Company after the date of this Notice, will be available on the web pages of the Investment Manager, Ecofin UK, at www.redwheel.com/uk/en/individual/ecofin-global-utilities-and-infrastructure-trust-plc/

12.  No electronic address provided in this Notice or in any related documents (including the form of proxy) may be used to communicate with the Company for any purposes other than those expressly stated.

13.  The biographies of the directors offering themselves for election and re-election are set out on page 12 of this annual report and accounts and include each director's experience. These, along with the disclosure in the Corporate Governance Statement on page 25, explain why the directors' contributions are important to the Company's long-term success

14.  No director has a service agreement with the Company. Copies of the directors' letters of appointment will be available for inspection at the registered office of the Company during usual business hours on any weekday (Saturdays, Sundays and Bank Holidays excluded) until the date of the AGM.

15.  As soon as practicable following the AGM, the results of the proxy voting at the meeting and the number of proxy votes received for and against and the number of votes withheld, in respect of each resolution, as well as a result of any poll, will be announced via a Regulatory Information Service and placed on the Investment Manager's website.

16.  Shareholders have the right, under Section 338 of the Act, to require the Company to give its shareholders notice of a resolution which the shareholders wish to be moved at an AGM of the Company. Additionally, shareholders have the right under Section 338A of the Act to require the Company to include a matter (other than a proposed resolution) in the business to be dealt with at the AGM. The Company is required to give such notice of a resolution or include such matter once it has received requests from shareholders representing at least 5% of the total voting rights of all the shareholder who have a right to vote at the AGM or from at least 100 shareholders with the same right to vote who hold shares in the Company on which there has been paid up an average sum per shareholder of at least £100. This request must be received by the Company not later than six weeks before the AGM (or, if later, the time at which notice is given of the AGM). In the case of a request relating to Section 338A of the Act, the request must be accompanied by a statement setting out the grounds for the request.

17.  A copy of this Notice, and other information required by Section 311A of the Act, can be viewed and/or downloaded at www.redwheel.com/uk/en/individual/ecofin-globalutilities-and-infrastructure-trust-plc/ and, if applicable, any member's statements, resolutions or matters of business received by the Company after the date of this Notice will be available on the Investment Manager's website.