Please note that BIP has applied for and received exemptive relief from the Ontario Securities Commission in order to not require further approval by the holders of class A shares of BIP Inc. (“BIP Inc. Class A Shares”) for any future distributions of BIP Inc. Class A Shares or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, BIP Inc. Class A Shares under a prospectus, conditional upon obtaining the required securityholder approvals described in the joint management information circular. Accordingly, (i) in respect of BIP, a vote in favor of the Simplification by BIP unitholders will constitute voting in favor of BIP Inc.’s ability to conduct future issuances of BIP Inc. Class A Shares or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, BIP Inc. Class A Shares pursuant to a prospectus, and (ii) in respect of BIPC, a vote in favor of the Simplification by BIPC shareholders will, in the event that the Simplification is approved by BIPC shareholders, constitute voting in favor of BIP Inc.’s ability to conduct future issuances of BIP Inc. Class A Shares or securities that are, directly or indirectly, convertible into, or exercisable or exchangeable for, BIP Inc. Class A Shares pursuant to a prospectus, in each case, without requiring further approval by holders of BIP Inc. Class A Shares in accordance with National Instrument 41-101 – General Prospectus Requirements.







