REG - International PPL - Result of AGM

International Public PartnershipsAnnouncement

03/06/2026 14:00

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RNS Number : 8831G  International Public Partnerships  03 June 2026

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION,
RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH
THE SAME WOULD BE UNLAWFUL OR TO U.S. PERSONS. THE INFORMATION CONTAINED
HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA.

 

INTERNATIONAL PUBLIC PARTNERSHIPS LIMITED

("INPP" or the "Company")

 

RESULT OF ANNUAL GENERAL MEETING ("AGM")

 

03 June 2026

 

International Public Partnerships Limited ("INPP" or the "Company") is pleased
to announce that, at the AGM held at 10.00 am this morning, each of the
Resolutions were duly passed without amendment.

 

 

The votes received by the Company were as follows:

 

 Resolution        Votes For                       Votes Against       Votes Withheld*

                   (including discretionary)
 1       Ordinary  1,236,996,835   99.99           46,682     0.01     326,635
 2       Ordinary  1,236,212,009   99.96           537,942    0.04     620,201
 3       Ordinary  1,227,789,996   99.26           9,134,512  0.74     445,644
 4       Ordinary  1,227,982,383   99.28           8,941,105  0.72     446,664
 5       Ordinary  1,227,914,254   99.28           8,944,536  0.72     511,362
 6       Ordinary  1,224,848,768   99.26           9,146,345  0.74     3,375,039
 7       Ordinary  1,227,768,828   99.26           9,155,451  0.74     445,873
 8       Ordinary  1,233,878,081   99.99           169,135    0.01     3,322,936
 9       Ordinary  1,237,043,843   99.99           14,177     0.01     312,132
 10      Ordinary  1,236,642,970   99.97           332,964    0.03     394,218
 11      Ordinary  1,236,796,680   99.99           122,164    0.01     451,308
 12      Ordinary  1,236,906,077   99.98           193,667    0.02     270,408
 13      Special   1,236,808,459   99.98           299,661    0.02     262,032
 14      Special   1,236,181,926   99.92           978,478    0.08     209,718
 15      Special   1,234,979,706   99.89           1,389,012  0.11     1,001,434

*A vote withheld is not a vote in law and is therefore not counted towards the
proportion of votes "for" or "against" the Resolution.

 

In accordance with UKLR 6.4.13, details of those resolutions passed at the AGM
that were not in the ordinary course of business are detailed below.

 

 

 

Resolution 12 - Ordinary Resolution

 

THAT, in accordance with Article 108 of the articles of incorporation, the
Board may, in respect of dividends declared for any financial period or
periods of the Company ending prior to the annual general meeting of the
Company to be held in 2027, offer the holders of the ordinary shares in the
capital of the Company of par value 0.01 penny each (the "Ordinary Shares")
the right to elect to receive further Ordinary Shares, credited as fully paid,
in respect of all or any part of such dividend or dividends declared in
respect of any such period or periods.

 

Resolution 13 - Special Resolution

 

To approve that the Company generally be and is hereby authorised for the
purposes of section 315 of the Companies (Guernsey) Law, 2008 as amended (the
"Law") to make market acquisitions (as defined in the Law) of ordinary shares
in the capital of the Company of par value 0.01 penny each (the "Ordinary
Shares") provided that:

 

a.   the maximum number of Ordinary Shares authorised to be purchased shall
be 14.99 per cent. of the Ordinary Shares in issue immediately following this
annual general meeting (excluding treasury shares);

b.   the minimum price (exclusive of expenses) which may be paid for such
shares is £0.01 per Ordinary Share;

c.   the maximum price (exclusive of expenses) payable by the Company which
may be paid for Ordinary Shares shall be the higher of (i) 5 per cent. above
the average market value for the five business days before the purchase is
made and (ii) the higher of the price of the last independent trade and the
highest independent bid at the time of the purchase for any number of Ordinary
Shares on the trading venue where the purchase price is carried out;

d.   the authority hereby conferred shall (unless previously renewed or
revoked) expire at the end of the annual general meeting of the Company to be
held in 2027 or, if earlier, the date falling eighteen months from the passing
of these resolutions;

e.   the Company may make a contract to purchase its own Ordinary Shares
under the authority hereby conferred prior to the expiry of such authority
which will or may be executed wholly or partly after the expiry of such
authority, and may make a purchase of its own Ordinary Shares in pursuance of
any such contract; and

f.    any Ordinary Share acquired by the Company pursuant to the above
authority may, subject to the requirements of the Law, be held as a treasury
share in accordance with the Law or be cancelled by the Company.

 

Resolution 14 - Special Resolution

 

THAT the Directors of the Company from time to time (the "Board") be and are
hereby generally empowered in accordance with Article 39.4 of the articles of
incorporation (in substitution for the existing power and authority granted at
the Company's Annual General Meeting held in 2025, but in addition to and
without prejudice to any other existing power and authority to allot shares
granted to the Board), to allot up to the aggregate number of Ordinary Shares
as represent 9.99 per cent. of the number of Ordinary Shares already admitted
to trading on the London Stock Exchange's main market for listed securities
immediately following the passing of this resolution as if the pre-emption
provisions contained in Article 39.1 of the articles of incorporation did not
apply to any such allotment, provided that this power shall (unless previously
revoked, varied or renewed by the Company) expire on the conclusion of the
Annual General Meeting of the Company) to be held in 2027, save that the
Company may make prior to such expiry any offer or agreement which would or
might require shares to be allotted after expiry of such period and the Board
may allot Ordinary Shares pursuant to such an offer or agreement
notwithstanding the expiry of the authority given by this resolution.

 

 

 

Resolution 15 - Special Resolution

 

THAT the Articles of Association of the Company produced to the meeting be and
are hereby adopted as amended, to provide for an increase in the aggregate
remuneration of the Directors to a maximum of £850,000 per annum, pursuant to
Article 79.1.

 

Director changes

The Board of INPP also advises that, as previously announced, Mike Gerrard,
who has served on the Board since 2018 and as Chair since 2019, has retired
with immediate effect. The Board expresses its sincere thanks to Mike for his
outstanding contribution towards the success of the Company.

Following the retirement of Mike, and as announced on 24 November 2025, Sarah
Whitney has been appointed Chair with immediate effect.

 

Change to Remuneration and Nomination Committee

 

International Public Partnerships Limited (the "Company") notifies the market
the Company's current Remuneration and Nomination Committee has been separated
into two newly formed Committees (Nomination Committee & Remuneration
Committee), with immediate effect.

 

 Nomination Committee   Remuneration Committee
 Sarah Whitney (Chair)  Sally-Ann David (Chair)
 Sally-Ann David        Sarah Whitney
 Giles Adu              Giles Adu
 Stephanie Coxon        Stephanie Coxon
 Julia Bond             Julia Bond
 Meriel Lenfestey       Meriel Lenfestey

 

This announcement is made in accordance with UKLR 6.4.8 R.

 

  Enquiries:

 

 Erica Sibree                    +44 (0) 7557 676 499/+44 (0) 7827 238 355

 Amber Fund Management Limited

 Hugh Jonathan                   +44 (0)20 7260 1263

 Numis Securities

 Ed Berry/Mitch Barltrop         +44 (0) 7703 330 199/ +44 (0) 7807 296 032

 FTI Consulting

 

 

About International Public Partnerships (INPP):

 

INPP is a listed infrastructure investment company that invests in global
public infrastructure projects and businesses, which meets societal and
environmental needs, both now, and into the future.

 

INPP is a responsible, long-term investor in over 130 infrastructure projects
and businesses. The portfolio consists of utility and transmission, transport,
education, health, justice and digital infrastructure projects and businesses,
in the UK, Europe, Australia, New Zealand and North America. INPP seeks to
provide its shareholders with both a long-term yield and capital growth.

Amber Infrastructure ("Amber") is the Investment Adviser to INPP and in this
capacity is responsible for investment origination, asset management and fund
management of the Company.

 

Amber is part of Boyd Watterson Global Asset Management Group LLC, a global
diversified infrastructure, real estate and fixed income business with over
$39 billion in assets under management and over 300 employees with offices in
eight US cities and presence in twelve countries.

 

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