Mr. Simon Maine reports

BROOKFIELD INFRASTRUCTURE ANNOUNCES REORGANIZATION OF BROOKFIELD INFRASTRUCTURE CORPORATION

Brookfield Infrastructure Corp. intends to complete a reorganization that maintains the benefits of Brookfield Infrastructure's business structure, while addressing proposed amendments to the Income Tax Act (Canada) that are expected to result in additional costs to BIPC if no action is taken.

BIPC was created by the partnership in 2020 to provide investors with an opportunity to gain access to the partnership's globally diversified portfolio of high-quality infrastructure assets through a corporate structure. BIPC provides shareholders with the benefits of broader index inclusion, a differentiated investor base, improved trading liquidity, a simplified tax reporting framework and higher after-tax yield for certain shareholders.

Since the initial listing of BIPC, the market capitalization of Brookfield Infrastructure has grown from $17-billion to $29-billion, and the average daily trading volume has doubled. The investor base has tripled in size and is more diverse, with U.S. and non-Canadian investors now representing over 55 per cent of its investor base.

Following the arrangement, BIPC shareholders will own an economically equivalent security that provides the same economic benefits and governance of investing in the company today. The arrangement is also expected to be tax deferred for the vast majority of investors, including Canadian and U.S. shareholders.

The arrangement will be implemented pursuant to a court-approved plan of arrangement and will require shareholder approval. A management information circular outlining the transaction in detail is expected to be mailed to BIPC shareholders at the end of October, in advance of a special meeting of shareholders to be held virtually on Dec. 3, 2024, at 8 a.m. Eastern Time. Shareholders of record as of the close of business on Oct. 21, 2024, will be entitled to vote at the meeting. Subject to the receipt of court and shareholder approval, and the satisfaction of certain other customary conditions, it is anticipated that the arrangement will be completed in the fourth quarter of 2024. The newly issued Class A exchangeable subordinate voting shares are expected to be listed on the Toronto Stock Exchange and New York Stock Exchange, and will trade under the same BIPC symbol.

The BIPC nominating and governance committee unanimously determined that the arrangement is in the best interests of the corporation and recommended that the BIPC board of directors approve the arrangement and recommend that holders of exchangeable shares vote in favour of the arrangement.

The board (1), on the recommendation of the nominating and governance committee, determined that the arrangement is in the best interest of BIPC and unanimously resolved to approve the arrangement and recommend that holders of exchangeable shares vote in favour of the arrangement. In making its determination, the board considered, among other factors, the fairness opinion of RBC Dominion Securities Inc. to the effect that, as of Oct. 9, 2024, and subject to the assumptions, limitations and qualifications described therein, the consideration to be received by public holders (as defined in RBC's fairness opinion) of exchangeable shares pursuant to the arrangement is fair, from a financial point of view, to such shareholders. A copy of the fairness opinion will be included in the management information circular.

Investors in the partnership will not be impacted by the arrangement and are not required to approve the arrangement or take any other action.

Copies of the management information circular, the arrangement agreement, the plan of arrangement and certain related documents will be filed with the applicable Canadian securities regulators and with the U.S. Securities and Exchange Commission and will be available on SEDAR+ and on EDGAR.

About Brookfield Infrastructure Corp.

Brookfield Infrastructure is a leading global infrastructure company that owns and operates high-quality, long-life assets in the utilities, transport, mid-stream and data sectors across the Americas, Asia Pacific and Europe. It is focused on assets that have contracted and regulated revenues that generate predictable and stable cash flows. Investors can view its portfolio either through Brookfield Infrastructure Partners, a Bermuda-based limited partnership, or Brookfield Infrastructure, a Canadian corporation.

Brookfield Infrastructure is the flagship listed infrastructure company of Brookfield Asset Management, a global alternative asset manager with approximately $1-trillion of assets under management.

(1) Excluding Jeffrey Blidner, who, as vice-chair of Brookfield Corp., recused himself from voting.

We seek Safe Harbor.