BIPC Brookfield Infrastructure Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2024

Commission file number 001-39250

BROOKFIELD INFRASTRUCTURE CORPORATION

(Exact name of Registrant as specified in its charter)

250 Vesey Street, 15th Floor

New York, New York 10281

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒   Form 40-F ☐

EXHIBIT LIST

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 99.1

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 3, 2024

AND

MANAGEMENT INFORMATION CIRCULAR

WITH RESPECT TO A PROPOSED PLAN OF ARRANGEMENT

INVOLVING BROOKFIELD INFRASTRUCTURE CORPORATION, 1505109 B.C. LTD., BROOKFIELD INFRASTRUCTURE PARTNERS L.P. AND BROOKFIELD CORPORATION

OCTOBER 23, 2024

These materials are important and require your immediate attention. They require you to make important decisions. If you are in doubt as to how to make such decisions, please contact your financial, legal, tax or other professional advisors.

LETTER TO SHAREHOLDERS

Dear Shareholders:

You are invited to attend a special meeting (the “Meeting”) of holders of class A exchangeable subordinate voting shares (each, an “exchangeable share”) and class B multiple voting shares to be held in a virtual meeting format on December 3, 2024 at 8:00 a.m. (Toronto time). At the Meeting, you will be asked to consider a reorganization (the “Arrangement”) designed to preserve the current benefits of Brookfield Infrastructure Corporation (our “company”) in response to proposed amendments relating to mutual fund corporations in the recent Canadian federal budget.

Why You Should Approve the Arrangement

As a reminder, our company was created by Brookfield Infrastructure Partners L.P. (the “partnership”) in 2020 to provide three key benefits – and as shareholders in our company today, your approval of this arrangement will allow the partnership to continue to offer these benefits:

The creation of our company in 2020 was successful in achieving these objectives. Since the initial listing of our company, the market capitalization of Brookfield Infrastructure has grown from $17 billion to $29 billion and the average daily trading volume has doubled. Our investor base has tripled in size and is more diverse, with U.S. and non-Canadian investors now representing over 55% of our investor base.

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

Reasons for the Arrangement

Our company currently qualifies as a “mutual fund corporation” as defined in the Income Tax Act (Canada) and provides investors with access to our business with very minimal added organizational costs or burden. However, the 2024 Canadian federal budget included proposed amendments to the tax rules relating to mutual fund corporations which, if enacted as currently proposed, were expected to result in additional costs to our company commencing in 2025. The Arrangement has been proposed to preserve the benefits of our corporate structure while complying with the policy concerns targeted in the 2024 Canadian federal budget.

Overview of the Arrangement

The following are the key elements of the Arrangement:

ii

Next Steps

The Arrangement is subject to the satisfaction of certain other conditions, including the receipt of the approval of the British Columbia Supreme Court. Subject to the receipt of such approvals, approval of the Arrangement Resolution at the Meeting and the satisfaction or waiver, as applicable, of the other customary conditions, it is anticipated that the Arrangement will be completed in the fourth quarter of 2024.

Recommended Action

The Nominating and Governance Committee unanimously determined that the Arrangement is in the best interests of our company and recommended that the Board approve the Arrangement and recommend that holders of exchangeable shares vote in favour of the Arrangement.

The Board¹, on the recommendation of the Nominating and Governance Committee, determined that the Arrangement is in the best interests of our company 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 October 9, 2024 and subject to the assumptions, limitations and qualifications described therein, the consideration to be received by public holders of exchangeable shares pursuant to the Arrangement is fair, from a financial point of view to such shareholders.

The accompanying Notice of Special Meeting of Shareholders and Management Proxy Circular provide a detailed description of the Arrangement and the other matters to be considered at the Meeting. You are urged to read this information carefully and, if you require assistance, to consult your own legal, tax, financial or other professional advisor.

Your vote and participation in our company’s business is important regardless of the number of exchangeable shares that you own. Shareholders of record as of close of business on October 21, 2024 will be entitled to vote at the Meeting. We have made it easy for you to vote by telephone, internet, mail or by attending the Meeting virtually. Please consult the Management Proxy Circular and the Notice of Meeting which, together, contain all of the information you need about the Arrangement, the Meeting, and how to exercise your vote.

Yours very truly,

/s/ Sam Pollock

Sam Pollock

Chief Executive Officer

Brookfield Infrastructure Corporation

iii

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

A special meeting (the “Meeting”) of holders of class A exchangeable subordinate voting shares (each, an “exchangeable share”) and class B multiple voting shares (each, a “class B share”) of Brookfield Infrastructure Corporation (“our company”) will be held on December 3, 2024 at 8:00 a.m. (Toronto time) in a virtual meeting format to:

Specific details relating to the Arrangement and the other matters to be considered at the Meeting are set forth in the Circular. Completion of the proposed Arrangement is conditional upon certain other matters described in the Circular, including the receipt of the approval of the British Columbia Supreme Court (the “Final Order”) and required regulatory approvals from both the Toronto Stock Exchange and the New York Stock Exchange. Subject to the receipt of such approvals, approval of the Arrangement Resolution at the Meeting, and the satisfaction or waiver, as applicable, of the other customary conditions, it is anticipated that the Arrangement will be completed in the fourth quarter of 2024.

The Nominating and Governance Committee, which consists of independent directors, unanimously determined that the Arrangement is in the best interests of our company and recommended that the Board approve the Arrangement and recommend that Shareholders vote in favour of the Arrangement.

The Board, other than Jeffrey Blidner who as Vice Chair of Brookfield Corporation recused himself from voting, on the recommendation of the Nominating and Governance Committee, determined that the Arrangement is in the best interests of our company and unanimously resolved to approve the Arrangement and recommend that Shareholders vote in favour of the Arrangement Resolution.

The Meeting will be held in a virtual meeting format only. Holders of exchangeable shares and class B shares will be able to listen to, participate in and vote at the Meeting in real time through a web-based platform instead of attending the Meeting in person.

You can attend and vote at the virtual Meeting by visiting https://meetings.lumiconnect.com/400-285-452-426 and entering your control number and password “brookfield2024” (case sensitive). See “General Proxy Matters” in the Circular for more information on how to listen, register for and vote at the Meeting.

You have the right to vote at the Meeting if you were a holder of exchangeable shares or class B shares at the close of business on October 21, 2024. Before casting your vote, we encourage you to review the Circular, including the section entitled “Business of the Meeting”.

We are posting electronic versions of the Circular and a form of proxy or voting instruction form on our website for Shareholder review – a process known as “Notice and Access.” Electronic copies of the investor materials may be accessed at https://bip.brookfield.com/bipc under “BIPC Reorganization” and on our company’s SEDAR+ profile at www.sedarplus.ca and on our company’s EDGAR profile at www.sec.gov/edgar.

If you would like a paper copy of the Circular please contact us at 1-866-989-0311 or bip.enquiries@brookfield.com and we will mail materials free of charge within three business days of your request, provided the request is made before the date of the Meeting or any adjournment thereof. In order to receive a paper copy of any materials in advance of the deadline to submit your vote, we recommend that you contact us before 9:00 a.m. (Toronto time) on November 19, 2024.

iv

Instructions on Voting at the Virtual Meeting

Your vote and participation in our company’s business is important regardless of the number of exchangeable shares that you own. Registered holders of exchangeable shares at the close of business on October 21, 2024 (“Registered Shareholders”) and duly appointed proxyholders will be able to attend and participate in the virtual Meeting and vote in real time, provided they are connected to the internet and follow the instructions in the Circular. See “General Proxy Matters” in the Circular. Non-registered holders of exchangeable shares (“Non-Registered Shareholders”) who have not duly appointed themselves as proxyholder will be able to attend the virtual Meeting as guests but will not be able to ask questions or vote at the Meeting.

If you wish to appoint a person other than the Management Representatives identified in the form of proxy or voting instruction form (including if you are a Non-Registered Shareholder who wishes to appoint yourself as proxyholder in order to attend the virtual Meeting) you must carefully follow the instructions in the Circular and on the form of proxy or voting instruction form. See “General Proxy Matters” in the Circular. These instructions include the additional step of registering your proxyholder with our transfer agent, Computershare Trust Company of Canada, after submitting the form of proxy or voting instruction form. Failure to register the proxyholder (including, if you are a Non-Registered Shareholder, failure to appoint yourself as proxyholder) with our transfer agent will result in the proxyholder not receiving a username to participate in the virtual Meeting and only being able to attend as a guest. Guests will be able to listen to the virtual Meeting but will not be able to ask questions or vote.

Information for Registered Shareholders

Registered Shareholders and duly appointed proxyholders (including Non-Registered Shareholders who have duly appointed themselves as proxyholder) that attend the Meeting online will be able to vote by completing a ballot online during the Meeting through the live webcast platform.

If you are not attending the virtual Meeting and wish to vote by proxy, we must receive your vote by 5:00 p.m. (Toronto time) on November 29, 2024 or, in the event the virtual Meeting is adjourned or postponed, not less than two business days prior to the time of the adjourned or postponed meeting (the “Proxy Deadline”). You can cast your proxy vote in the following ways:

Registered Shareholders have the right to dissent with respect to the Arrangement Resolution in accordance with the provisions of Division 2 of Part 8 of the BCBCA and the Interim Order. The right to dissent is more particularly described in the Circular and the text of Division 2 of Part 8 of the BCBCA is set forth in Appendix C to the Circular. Please see “Dissent Rights” in the Circular for a description of the rights to dissent in respect of the Arrangement.

Failure to strictly comply with the requirements set forth in Division 2 of Part 8 of the BCBCA and the Interim Order with respect to the Arrangement Resolution, may result in the loss of any right to dissent. Persons who are beneficial shareholders in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only the Registered Shareholders are entitled to dissent. Accordingly, a beneficial shareholder desiring to exercise the right to dissent must make arrangements for the exchangeable shares beneficially owned by such holder to be registered in such holder’s name prior to the time the written objection to the Arrangement Resolution is required to be received by our company or, alternatively, make arrangements for the Registered Shareholder to dissent on behalf of the holder.

v

Information for Non-Registered Shareholders

Non-Registered Shareholders will receive a voting instruction form with their physical copy of this notice. If you wish to vote, but not attend the Meeting, the voting instruction form must be completed, signed and returned in accordance with the directions on the form.

If you wish to appoint a proxyholder, you must complete the additional step of registering the proxyholder with our transfer agent, Computershare Trust Company of Canada at www.computershare.com/BIPC by no later than the Proxy Deadline.

Michael Ryan

Corporate Secretary

October 23, 2024

vi

TABLE OF CONTENTS

TABLE OF CONTENTS

(continued)

ii

TABLE OF CONTENTS

(continued)

iii

MANAGEMENT INFORMATION CIRCULAR

This Circular is delivered in connection with the solicitation of proxies by and on behalf of the management of our company for use at the Meeting and any adjournment or postponement thereof for the purposes set forth in the accompanying Notice of Meeting.

Information contained in this Circular is given as at October 23, 2024, except as otherwise noted. All dollar values ($) in this Circular are in U.S. dollars, except as otherwise noted. No person has been authorized to give any information or make any representation in connection with the matters to be considered at the Meeting other than those contained, or incorporated by reference, in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized.

This Circular does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation of an offer or proxy solicitation. Neither the delivery of this Circular nor any distribution of the securities referred to in this Circular will, under any circumstances, create an implication that there has been no change in the information set forth herein since the date as of which such information is given in this Circular.

All capitalized terms used in this Circular, including the Appendices hereto, but not otherwise defined have the meanings set forth under “Glossary”. The terms “we”, “us”, “our” means Brookfield Infrastructure Corporation, together with all of its subsidiaries, and “we”, “us” and “our” will also refer, unless the context otherwise requires, to the New Corporation following completion of the Arrangement, and, unless otherwise noted or the context otherwise requires:

2

Shareholders should not construe the contents of this Circular as legal, tax or financial advice and should consult with their own legal, tax, financial or other professional advisors in considering the matters contained in this Circular.

Descriptions in this Circular of the terms of the Arrangement Agreement, the Plan of Arrangement, the Fairness Opinion, the Interim Order and the terms of the exchangeable shares and New Exchangeable Shares are summaries of the terms of those documents and are qualified in their entirety by reference to the full text of such documents. The Arrangement Agreement is available on our company’s SEDAR+ profile at www.sedarplus.ca and on our company’s EDGAR profile at www.sec.gov/edgar and copies of the Arrangement Agreement, the Interim Order, the Fairness Opinion and the articles of the New Corporation as Appendix B, Appendix E, Appendix F and Appendix G, respectively. You are urged to carefully read the full text of these documents.

This Circular includes market and industry data and other information that has been obtained from third party sources, including industry publications and other publicly available sources. Although our company believes such information to be reliable, our company has not independently verified any of the data or information included in this Circular that was obtained from third party or publicly available sources, nor has our company evaluated the underlying data or assumptions relied upon by such sources. References in this Circular to any publications, reports, surveys or articles prepared by third parties should not be construed as depicting the complete findings of the entire publication, report, survey or article. The information in any such publication, report, survey or article is not incorporated by reference in this Circular.

NOTICE TO SHAREHOLDERS NOT RESIDENT IN CANADA

Our company and the New Corporation are corporations existing under the laws of British Columbia. The solicitation of proxies involves securities of a Canadian issuer and is being effected in accordance with applicable corporate laws and securities laws in Canada. Shareholders should be aware that the requirements applicable to our company under Canadian laws may differ from the requirements under corporate laws and securities laws relating to corporations in other jurisdictions.

This Circular has been prepared in accordance with the disclosure requirements in effect in Canada, which differ from the disclosure requirements in effect in any other jurisdiction. Shareholders who are foreign taxpayers should be aware that the Arrangement may have tax consequences both in Canada and such foreign jurisdiction. Except for certain Canadian and U.S. federal income tax consequences described in “Certain Canadian Federal Income Tax Considerations” and “Certain United States Federal Income Tax Considerations”, the consequences for such Shareholders are not described in this Circular and such Shareholders are advised to consult their tax advisors to determine the particular tax consequences to them of the transactions contemplated in this Circular.

This Circular and the transactions contemplated in connection with the Arrangement, including the securities to be issued pursuant to the Arrangement, have not been approved or disapproved by any securities regulatory authority in Canada, the United States or any other jurisdiction, including the SEC, nor has any securities regulatory authority in Canada, the United States or any other jurisdiction, including the SEC, passed upon the merits or fairness of such transactions or upon the accuracy or adequacy of this Circular. Any representation to the contrary is a criminal offence.

NOTICE TO U.S. SHAREHOLDERS

The New Exchangeable Shares issuable to Shareholders pursuant to the Arrangement have not been and will not be registered under the Securities Act. Such securities will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof on the basis of the approval of the Court, which will consider, among other things, the fairness of the Arrangement to the persons affected. In addition, the securities to be issued pursuant to the Arrangement will be issued in compliance with or pursuant to an exemption

3

from the registration or qualification requirements of the “blue sky” laws. See “Certain Legal and Regulatory Matters —United States Securities Laws Matters”.

The solicitation of proxies is not subject to the requirements of Section 14(a) of the Exchange Act, by virtue of an exemption applicable to proxy solicitations by “foreign private issuers” as defined in Rule 3b-4 under the Exchange Act. The solicitation of proxies is being made by or on behalf of a Canadian issuer in accordance with Canadian corporate and securities laws, and this Circular has been prepared in accordance with disclosure requirements applicable in Canada. Shareholders should be aware that requirements under such Canadian laws and such disclosure requirements may differ from requirements under United States corporate and securities laws relating to United States corporations. Unless expressly noted, information concerning our company or the New Corporation and their respective current or expected businesses, properties and operations, as applicable, contained or incorporated herein by reference has been prepared in accordance with disclosure requirements applicable in Canada and such disclosure requirements may be materially different from those applicable in the United States.

The enforcement by Shareholders of civil liabilities under the securities laws of the United States, including the “blue sky” laws, may be affected adversely by the fact that the parties to the Arrangement are organized under the laws of jurisdictions other than the United States, that some or all of their officers and directors are residents of countries other than the United States, and that some or all of the experts named in this Circular may be residents of countries other than the United States. As a result, it may be difficult or impossible for Shareholders to effect service of process within the United States upon the parties to the Arrangement, their respective officers and directors or the experts named herein, or to realize against them upon judgments of United States courts predicated upon civil liabilities under the securities laws of the United States, including the “blue sky” laws. In addition, Shareholders should not assume that the courts of Canada: (a) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the securities laws of the United States or any “blue sky” laws; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the securities laws of the United States or any “blue sky” laws.

Shareholders who are U.S. taxpayers should be aware that the Arrangement described in this Circular may have tax consequences both in Canada and in the United States which are not described fully herein. Shareholders are urged to consult their tax advisers regarding the U.S. federal and Canadian income tax consequences of the Arrangement. See “Certain United States Federal Income Tax Considerations—Consequences to U.S. Holders” for certain information concerning the tax consequences of the Arrangement for Shareholders who are U.S. taxpayers.

4

FORWARD LOOKING INFORMATION

This Circular and the documents incorporated by reference in this Circular contain certain “forward-looking statements” and “forward-looking information” within the meaning of applicable Canadian securities laws.

These forward-looking statements and information relate to, among other things, the proposed terms of, and matters relating to, the Arrangement, the Meeting and the expected timing thereof; the expected benefits of the Arrangement our company and to Shareholders and the anticipated effect of the completion of the Arrangement on our company and its future operations; the anticipated business strategies or further actions of each of our company and the New Corporation following completion of the Arrangement and their respective abilities to accomplish same; the Final Order; the various steps to be completed in connection with the Arrangement; certain anticipated Canadian and U.S. federal income tax consequences resulting from the completion of the Arrangement; the possible future declaration and payment of dividends by the partnership, our company and the New Corporation; certain fees and expenses expected to be incurred by our company in connection with the Arrangement; and expectations with respect to future general economic and market conditions., our group’s business, operations, objectives, goals, strategies, intentions, plans, beliefs, expectations and estimates and anticipated events or trends. In some cases, you can identify forward-looking statements and information by terms such as “anticipate,” “believe,” “could,” “estimate,” “likely,” “expect,” “intend,” “may,” “continue,” “plan,” “potential,” “objective,” “tend,” “seek,” “target,” “foresee,” “aim to,” “outlook,” “endeavour,” “will,” “would” and “should” or the negative of those terms or other comparable terminology. These forward-looking statements and information are not historical facts but reflect our current expectations regarding future results or events and are based on information currently available to us and on assumptions we believe are reasonable.

Although we believe that our anticipated future results, performance or achievements expressed or implied by the forward-looking statements and information are based on reasonable assumptions and expectations, including assumptions and expectations concerning the anticipated benefits of the Arrangement and receipt, in a timely manner of required shareholder and regulatory approvals in respect of the Arrangement, the reader should not place undue reliance on forward-looking statements and information because they involve assumptions, known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking statements and information. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or are within our control. If a change occurs, our business, financial condition, liquidity and results of operations and our plans and strategies may vary materially from those expressed in the forward-looking statements and information in this Circular and the documents incorporated by reference in this Circular.

Factors that could cause actual results to differ materially from those contemplated or implied by the forward-looking statements and information in this Circular and the documents incorporated by reference in this Circular include, without limitation: general economic conditions in the jurisdictions in which we operate and elsewhere which may impact the markets for our products or services, the ability to achieve growth within our businesses, our ability to achieve the milestones necessary to deliver the targeted returns, which is uncertain, some of which depends on access to capital and continuing favourable commodity prices, the impact of market conditions on our group, the fact that success of our group is dependent on market demand for an infrastructure company, which is unknown, the availability of equity and debt financing for our group, the ability to effectively complete new acquisitions in the competitive infrastructure space (including potential acquisitions that remain subject to the satisfaction of conditions precedent, and the inability to reach final agreement with counterparties to transactions being currently pursued, given that there can be no assurance that any such transaction will be agreed to or completed) and to integrate acquisitions into existing operations, changes in technology which have the potential to disrupt the businesses and industries in which we invest, the market conditions of key commodities, the price, supply or demand for which can have a significant impact upon the financial and operating performance of our business, regulatory decisions affecting our regulated businesses, our ability to secure favourable contracts, weather events affecting our business, traffic volumes on our toll road businesses, pandemics or epidemics, and other risks and factors described in this Circular, including the documents incorporated by reference herein and therein, including under Item 3.D. “Risk Factors” in our company’s Annual Report and other risks and factors that are described therein and in our company’s Q2 2024 MD&A and the partnership’s Q2 2024 MD&A.

5

There are also risks inherent in the nature of the Arrangement, including (i) the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, the required shareholder approvals and the Court and other conditions of closing necessary to complete the Arrangement, or for other reasons; (ii) risks related to tax matters; (iii) the absence of any event, change or other circumstances that could give rise to the termination of the Arrangement Agreement, and (iv) the delay in or increase in the cost of completing the Arrangement. The anticipated timeline for completion of the Arrangement may change for a number of reasons, including the inability to obtain the approval of the Court, any other required approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Arrangement. As a result of the foregoing, readers should not place undue reliance on the forward-looking statements contained in or incorporated by reference into this Circular.

We caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on our forward-looking statements and information to make decisions with respect to the Arrangement and an investment in the exchangeable shares or New Exchangeable Shares, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Further information regarding these and other risk factors is included in our company’s public filings with provincial and territorial securities regulatory authorities (including our company’s annual report) and can be found on our company’s SEDAR+ profile at www.sedarplus.ca and on our company’s EDGAR profile at www.sec.gov/edgar. Additional risks and uncertainties regarding the Arrangement are discussed under the “Risk Factors” section of this Circular. We disclaim any obligation to update or revise publicly any forward-looking statements or information, whether written or oral, as a result of new information, future events or otherwise, except as required by applicable law.

PRESENTATION OF FINANCIAL INFORMATION

Currency

The financial statements and other financial information contained in this Circular, or incorporated herein by reference, is presented in United States dollars. In this Circular, all references to “$” are to United States dollars and references to “C$” are to Canadian dollars.

Financial Information

The financial information of the New Corporation contained in this Circular, unless otherwise indicated, has been prepared in accordance with IFRS.

6

QUESTIONS AND ANSWERS ABOUT THE ARRANGEMENT AND THE MEETING

The following questions and answers address briefly certain questions you may have regarding the Arrangement and the Meeting. These questions and answers may not address all questions that may be important to you as a holder of exchangeable shares and these questions and answers should be read together with the more detailed information and financial data and statements contained elsewhere in this circular. See “Glossary” for the definitions of the various defined terms used throughout this circular.

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

THE MEETING

Time, Date and Place

The Meeting will be held in a virtual meeting format only on December 3, 2024 at 8:00 a.m. Toronto time, via live audio and video webcast available online at https://meetings.lumiconnect.com/400-285-452-426 (Meeting ID: 400-285-452-426; Password: “brookfield2024” (case sensitive)). The Meeting will be broadcast live by audio webcast.

Record Date for Notice and Shareholders Entitled to Vote

As at October 15, 2024, our company had 132,024,440 exchangeable shares, 2 class B shares and 11,117,660 class C shares outstanding. The class B shares and class C shares are all held by a subsidiary of the partnership. Prior to the closing of the Arrangement, Canada Holdco will subscribe for one additional class B share.

Each registered holder of exchangeable shares or class B shares as at the close of business on October 21, 2024 is entitled to receive notice of and to vote at the Meeting. Except as otherwise provided in this Circular, each holder of an exchangeable share or a class B share on such date is entitled to vote on all matters to come before the Meeting or any adjournment thereof, either in person or by proxy. Except as otherwise provided in our articles or as required by law, holders of class C shares are entitled to notice of, and to attend, any meetings of shareholders of our company, but are not entitled to vote at any such meetings.

The share conditions for the exchangeable shares and class B shares provide that, subject to applicable law and in addition to any other required shareholder approvals, (i) each holder of exchangeable shares is entitled to cast one vote for each exchangeable share held at the record date for determination of shareholders entitled to vote on any matter and (ii) each holder of class B shares is entitled to cast a number of votes for each class B share held at the record date for determination of shareholders entitled to vote on any matter equal to: (A) the number that is three times the number of exchangeable shares then issued and outstanding divided by (B) the number of class B shares then issued and outstanding. The effect of the foregoing is that the holders of the class B shares are entitled to cast, in the aggregate, a number of votes equal to three times the number of votes attached to the exchangeable shares. Except as otherwise expressly provided in our company’s articles or as required by law, the holders of exchangeable shares and class B shares will vote together and not as separate classes.

Business of the Meeting

At the Meeting, holders of exchangeable shares and holders of class B shares will be asked to consider and vote upon, pursuant to the Interim Order, the Arrangement Resolution, as set forth in Appendix A “Arrangement Resolution”. See “The Arrangement” for more information on the business of the Meeting.

Voting Information

Notice and Access

Our company is using the Notice and Access provisions of National Instrument 54-101 — Communication with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 — Continuous Disclosure Obligations (“Notice and Access”) to provide meeting materials electronically to both Registered Shareholders and Non-Registered Shareholders. Instead of mailing meeting materials to shareholders, we have posted this Circular and form of proxy on our website at https://bip.brookfield.com/bipc under “BIPC Reorganization”, in addition to posting it on our company’s SEDAR+ profile at www.sedarplus.ca and on our company’s EDGAR profile at www.sec.gov/edgar. Our company has sent the Notice of Special Meeting of Shareholders and a form of proxy or voting instruction form (collectively, the “Notice Package”) to all Shareholders informing them that this Circular is available online and explaining how this Circular may be accessed. Our company will not directly send the Notice Package to Non-Registered Shareholders. Instead, our company will pay Intermediaries to forward the Notice Package to all Non-Registered Shareholders.

26

Our company has elected to utilize Notice and Access because it allows for a reduction in the use of printed paper materials, is consistent with our focus on sustainability and results in significantly lower printing and mailing costs in connection with the Meeting.

No Shareholders will receive a paper copy of this Circular unless they have provided standing instructions to their broker to receive the Circular or they contact our company at 1-866-989-0311 or bip.enquiries@brookfield.com, in which case our company will mail this Circular within three business days of any request, provided the request is made before the date of the Meeting or any adjournment thereof. We must receive your request before 9:00 a.m. (Toronto time) on November 19, 2024 to ensure you will receive a paper copy in advance of the deadline to submit your vote. If your request is made after the Meeting and within one year of this Circular being filed, our company will mail this Circular within 10 calendar days of such request.

Q&A on Voting

What am I voting on?

Who is entitled to vote?

Holders of exchangeable shares at the close of business on October 21, 2024 are entitled to one vote per share on the Arrangement Resolution. Holders of class B shares at the close of business on October 21, 2024 are collectively entitled to cast, in the aggregate, a number of votes equal to three times the number of votes attached to the exchangeable shares issued and outstanding on the items of business as identified above. Holders of class C shares are not entitled to vote on the Arrangement Resolution.

Registered Shareholders, holders of class B shares and duly appointed proxyholders will be able to attend the Meeting, submit questions and vote in real time, provided they are connected to the internet, have a control number and follow the instructions in this Circular. Non-Registered Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests but will not be able to ask questions or vote at the Meeting. Holders of class C shares are entitled to attend the Meeting, but will not be able to ask questions or vote at the Meeting.

Shareholders who wish to appoint a person other than the Management Representatives identified in the form of proxy or voting instruction form (including a Non-Registered Shareholder who wishes to appoint themselves to attend the Meeting) must carefully follow the instructions in this Circular and on their form of proxy or voting instruction form. These instructions include the additional step of registering such proxyholder with our transfer agent, Computershare, after submitting the form of proxy or voting instruction form by visiting www.computershare.com/BIPC no later than 5:00 p.m. (Toronto time) on November 29, 2024 or, in the event the Meeting is adjourned or postponed, not less than two business days prior to the time of the adjourned or postponed meeting (the “Proxy Deadline”) and providing Computershare with the name and email address of your appointee. Computershare will provide your appointee with a user name which will allow your appointee to log in to and vote at the Meeting. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a user name to participate in the Meeting and only being able to attend as a guest. Guests will be able to listen to the Meeting but will not be able to ask questions or vote.

How do I vote?

Shareholders can vote in one of two ways, as follows:

27

See “General Proxy Matters” for more information.

28

THE ARRANGEMENT

Background to the Arrangement

Following the announcement in the 2024 Canadian federal budget of changes to the rules relating to mutual fund corporations, management worked closely with our company’s external advisors to analyze and consider the implications to our company.

Management, in consultation with our company’s external advisors, began to explore a potential reorganization in response to such changes that would preserve the above-mentioned benefits of our company while complying with the policy concerns targeted in the 2024 Canadian federal budget.

At its regular quarterly meeting in late July 2024, the Board received an update from management on the Proposed Amendments to the tax rules relating to mutual fund corporations as well as proposals related to a potential reorganization to address such changes.

At this time, the Nominating and Governance Committee, which is comprised of independent directors, was charged with responsibility for, amongst other things, evaluating the proposed reorganization, determining if the reorganization was in the best interests of our company and, if deemed advisable, making recommendations to the Board with respect thereto. At this meeting the Board approved management contacting RBC with regard to a potential engagement on behalf of the Board to provide an opinion as to the fairness, from a financial point of view, of the proposed reorganization to Public Holders (as defined in the Fairness Opinion) of exchangeable shares. On August 16, 2024, after the Board determined that RBC was qualified and independent within the meaning of MI 61-101, RBC was formally retained by the Board.

On September 25, 2024 the Nominating and Governance Committee met with management to receive an update on the proposed terms of the reorganization and related matters. At this meeting, the Nominating and Governance Committee also received a presentation from representatives of RBC that summarized their analysis with respect to the Arrangement. Management then continued to work with our company’s external advisors to finalize the terms of the Arrangement, the Arrangement Agreement and related matters.

On October 9, 2024, the Nominating and Governance Committee met with management to review the proposed final terms of the Arrangement, the Arrangement Agreement and related matters. The Nominating and Governance Committee also received the written opinion of RBC that, as of October 9, 2024 and subject to the assumptions, limitations and qualifications described therein, the consideration to be received by Public Holders (as defined in the Fairness Opinion) of exchangeable shares pursuant to the Arrangement is fair, from a financial point of view, to such shareholders. The Nominating and Governance Committee discussed and considered the relative benefits and risks of the Arrangement, including those set out below under “The Arrangement—Reasons for The Arrangement”. After careful consideration, the Nominating and Governance Committee unanimously determined that the Arrangement is in the best interests of our company and recommended that the Board approve the Arrangement and recommend that Shareholders vote in favour of the Arrangement.

Immediately following the Nominating and Governance Committee meeting, on October 9, 2024, the Board met to receive the recommendation of the Nominating and Governance Committee and the written opinion of RBC described above and to consider the Arrangement. At the outset of the meeting, Jeffrey Blidner, who is Vice Chair of Brookfield Corporation, declared his conflict of interest in respect of the Arrangement and recused himself from voting. The Board was provided with an overview of the Arrangement, the terms of the Arrangement Agreement, and the related disclosure documents. The Nominating and Governance Committee’s recommendations and the reasons for its recommendations were then presented to the Board. After careful consideration, the Board (other than Mr. Blidner) unanimously determined that the Arrangement is in the best interests of our company and resolved to approve the Arrangement and recommend that Shareholders vote in favour of the Arrangement Resolution.

On October 9, 2024, our company, the New Corporation, the partnership and Brookfield Corporation executed and delivered the Arrangement Agreement and our company and the partnership publicly announced their intention to proceed with the Arrangement.

29

Details of the Arrangement

If the Arrangement is completed, pursuant to the Plan of Arrangement, (i) Shareholders (other than the Brookfield Group) will receive from the New Corporation one (1) New Exchangeable Share for each exchangeable share held as of the Effective Date; (ii) the articles of our company will be amended to create the class A.1 exchangeable shares and the class A.2 exchangeable shares; (iii) the New Corporation will transfer the exchangeable shares received from Shareholders (other than the Brookfield Group) to our company in exchange for class A.1 exchangeable shares and the Brookfield Group will transfer its exchangeable shares to our company in exchange for class A.2 exchangeable shares, in each case on a one (1) for one (1) basis; (iv) the New Corporation will acquire 33^1/3% of the class B shares of our company from Canada Holdco; and (v) the New Corporation will be renamed “Brookfield Infrastructure Corporation”, and our company will be renamed “Brookfield Infrastructure Holdings Corporation”.

Subject to TSX and NYSE approval, the New Exchangeable Shares will be listed on the TSX and NYSE and trade under the same “BIPC” symbol. Our company will be delisted and cease to be a reporting issuer.

Reasons for the Arrangement

The Nominating and Governance Committee and the Board carefully evaluated the Arrangement and believe that the Arrangement is in the best interests of our company, and the Board has recommended that Shareholders vote in favour of the Arrangement Resolution. In the course of its evaluation, the Nominating and Governance Committee and the Board considered, among other things, the following factors:

30

The foregoing summary of factors considered by the Nominating and Governance Committee and the Board is not intended to be exhaustive. In reaching the determination to unanimously approve and recommend the Arrangement to shareholders and given the variety and complexity of factors considered, the Nominating and Governance Committee and the Board did not assign any relative or specific weight to the factors that were considered. Additionally, individual directors may have given different weights to these factors. Their respective recommendations were made after consideration of all of the above and other factors, the risk factors set out in this Circular, and in light of the directors’ collective knowledge of the business, financial condition and prospects of our company.

Recommendations of the Nominating and Governance Committee

The Nominating and Governance Committee, which consists of independent directors, has assessed the terms of the Arrangement. The Nominating and Governance Committee and the Board also obtained an opinion from RBC that, as of October 9, 2024 and subject to the assumptions, limitations and qualifications described therein, the consideration to be received by Public Holders (as defined in the Fairness Opinion) of exchangeable shares pursuant to the Arrangement is fair, from a financial point of view to such shareholders. After careful consideration, the Nominating and Governance Committee unanimously determined that the Arrangement is in the best interests of our company and recommended that the Board approve the Arrangement and recommend that Shareholders vote in favour of the Arrangement.

Recommendation of the Board

The Board, other than Jeffrey Blidner who as Vice Chair of Brookfield Corporation recused himself from voting, on the recommendation of the Nominating and Governance Committee, determined that the Arrangement is in the best interests of our company and unanimously resolved to approve the Arrangement.

The Board, other than Jeffrey Blidner who as Vice Chair of Brookfield Corporation recused himself from voting, unanimously recommends that Shareholders vote FOR the Arrangement Resolution.

The Management Representatives intend to cast the votes to which the exchangeable shares represented by such proxy are entitled in favour of the Arrangement Resolution, unless the Shareholder has specified on the forms of proxy that the shares represented by such proxy are to be voted against the Arrangement Resolution.

Fairness Opinion

The Board initially contacted RBC regarding a potential advisory assignment in August 2024, and RBC was formally engaged by the Board through an agreement between our company and RBC dated August 16, 2024. The terms of the engagement agreement provide that RBC is to be paid a fixed fee for the Fairness Opinion (regardless of its conclusion). In addition, RBC is to be reimbursed for its reasonable out-of-pocket expenses and to be indemnified by our company in certain circumstances.

RBC is one of Canada’s largest investment banking firms, with operations in all facets of corporate and government finance, corporate banking, mergers and acquisitions, equity and fixed income sales and trading and investment research. RBC also has significant operations in the United States and internationally. The Fairness Opinion represents the opinion of RBC and the form and content of the Fairness Opinion were approved for release by a committee of its directors, each of whom is experienced in merger, acquisition, divestiture and fairness opinion matters.

The Fairness Opinion states that, in the opinion of the RBC, as of October 9, 2024 and subject to the assumptions, limitations and qualifications described therein, the consideration to be received by Public Holders (as defined in the Fairness Opinion) of exchangeable shares pursuant to the Arrangement is fair, from a financial point of view, to such shareholders.

31

In considering the fairness of the consideration to be received under the Arrangement from a financial point of view to the Public Holders, RBC considered and relied upon (i) the potential financial impact to our company resulting from the Arrangement compared to the continuation of the status quo, which assumes that, but for the Arrangement, our company would cease to qualify as a “mutual fund corporation” as defined in the Tax Act, and (ii) the expected trading characteristics of the New Exchangeable Shares after giving effect to the Arrangement compared to the trading characteristics of the exchangeable shares.

The Fairness Opinion was rendered on the basis of securities markets, economic, financial and general business conditions prevailing as at October 9, 2024 and the condition and prospects, financial and otherwise, of our company and its subsidiaries and affiliates, as they were reflected in the information obtained by RBC and as represented to RBC in discussions with management of our company and the Brookfield Group. In its analyses and in preparing the Fairness Opinion, RBC made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of RBC or any party involved in the Arrangement.

The full text of the Fairness Opinion, which sets forth, among other things, the assumptions made, information reviewed and matters considered, and the limitations and qualifications on the review undertaken in connection with the Fairness Opinion, is attached to this Circular as Appendix F. The summary of the Fairness Opinion described in this Circular is qualified in its entirety by reference to the full text of the Fairness Opinion. The Board urges Shareholders to review the Fairness Opinion carefully and in its entirety. The Fairness Opinion is not to be construed as a recommendation to any Shareholder as to whether to vote in favor of the Arrangement.

Arrangement Agreement

The Arrangement will be carried out pursuant to the Arrangement Agreement and the Plan of Arrangement. The following is a summary of the material terms and conditions of the Arrangement Agreement. This summary may not contain all of the information about the Arrangement Agreement that is important to Shareholders and is qualified in its entirety by the full text of the Arrangement Agreement, which is attached to this Circular as Appendix B “Arrangement Agreement”. Shareholders are urged to read the Arrangement Agreement in its entirety.

Our company, the partnership, the New Corporation and Brookfield Corporation have entered into the Arrangement Agreement to provide for the terms of the Arrangement and certain customary covenants.

Covenants Regarding the Arrangement

The Arrangement Agreement contains certain customary covenants of the parties that they will, subject to the terms of the Arrangement Agreement, (i) use their respective commercially reasonable efforts to implement the Arrangement, on such date as our company may determine, (ii) cooperate with and assist each other party in dealing with transitional and other matters relating to or arising from the Arrangement or the Arrangement Agreement, and (iii) satisfy the conditions precedent to the completion of the Arrangement.

In addition, our company has agreed to use commercially reasonable efforts to, prior to the Effective Date prepare and file with all applicable securities commissions or similar securities regulatory authorities all necessary applications to seek any required exemptions from securities legislation. The New Corporation has agreed to use commercially reasonable efforts to, prior to the Effective Date, make an application to list the New Exchangeable Shares on the TSX and the NYSE. Brookfield Corporation has agreed to enter into the New Rights Agreement. See “The Arrangement —Material Agreements—New Rights Agreement” for more information.

Conditions Precedent

Completion of the Arrangement is subject to certain customary conditions precedent, including: (i) approval of the Arrangement Resolution by the holders of exchangeable shares and class B shares; (ii) obtaining of the Interim Order and the Final Order; (iii) receipt of all regulatory approvals; (iv) holders of not greater than 5% of all exchangeable shares having validly exercised their Dissent Rights; and (v) conditional approval to list the New Exchangeable Shares on the TSX and the NYSE. The conditions precedent in the Arrangement Agreement may be waived, in whole or in

32

part, in our company’s sole discretion. Certain conditions precedent to the completion of the Arrangement in the Arrangement Agreement will be deemed to be satisfied, waived or released on the filing of the Arrangement Records.

Amendments

The Arrangement Agreement provides that, subject to the provisions of the Interim Order, the Final Order, the Plan of Arrangement and applicable law, at any time and from time to time before or after the holding of the Meeting but not later than the Effective Time: (i) the Arrangement Agreement and the Plan of Arrangement may be amended, modified or supplemented by written agreement of the parties, without further notice to or authorization on the part of the holders of exchangeable shares or class B shares; and (ii) our company may, in its sole discretion, without notice to or approval of the other parties or the holders of exchangeable shares or class B shares, amend the Arrangement Agreement to the extent our company may reasonably consider such amendment necessary or desirable due to the Interim Order or the Final Order.

Termination

The Arrangement Agreement may be terminated, at any time before or after the Meeting but prior to the implementation of the Arrangement, unilaterally by our company without further notice to or authorization on the part of the holders of exchangeable shares or class B shares or the other parties.

Plan of Arrangement

The following description of the steps of the Arrangement is qualified in its entirety by reference to the full text of the Plan of Arrangement attached as Schedule A to the Arrangement Agreement, which is attached as Appendix B to this Circular. Shareholders are urged to read the Plan of Arrangement in its entirety.

The Plan of Arrangement pursuant to which the Arrangement will be implemented is appended as Schedule A to the Arrangement Agreement. See Appendix B “Arrangement Agreement”. The Plan of Arrangement may be amended by our company in accordance with the terms of the Plan of Arrangement and the Arrangement Agreement.

If all of the conditions to the implementation of the Arrangement have been satisfied or waived in accordance with the Arrangement Agreement and the Arrangement Agreement has not been terminated, the Arrangement will become effective at the Effective Time, and the following steps will occur and be deemed to occur sequentially, in the following order, without any further act or formality:

33

34

DRS Advices Representing New Exchangeable Shares

Upon the Arrangement becoming effective, the existing DRS advices representing the exchangeable shares (other than exchangeable shares held by the Brookfield Group or by Dissenting Shareholders) will represent New Exchangeable Shares without any further action required on the part of holders thereof.

In the event you require an updated DRS advice representing the New Exchangeable Shares, you can request a copy from Computershare at: www.computershare.com/service or by email to: service@computershare.com or by phone via Direct dial outside North America at 514-982-7555 or within Canada and the United States toll free via 1-800-564-6253.

Expenses of the Arrangement

The estimated fees, costs and expenses of the Arrangement are expected to be, in the aggregate, approximately $3 million. Pursuant to the Arrangement Agreement, all fees, costs and expenses incurred directly in connection with the Arrangement, including financing fees, advisory and other professional expenses and printing and mailing costs associated with the Meeting materials will be the responsibility of, and will be paid for by, the partnership or our company.

Material Agreements

The following is a summary of the material terms and conditions of certain additional agreements entered into or to be entered into in connection with the Arrangement. This summary may not contain all of the information about the agreements that is important to Shareholders and is qualified in its entirety by the full text of such agreements. Except as otherwise described in this Circular, our relationship with Brookfield and Brookfield Infrastructure will remain substantially the same. For additional information, see Item 7.B “Related Party Transactions—Relationship with Brookfield” in our company’s Annual Report.

New Rights Agreement

Brookfield will enter into the New Rights Agreement with the rights agent pursuant to which Brookfield will agree that, until March 31, 2025, upon an exchange of New Exchangeable Shares, if the New Corporation has not satisfied its obligation under our articles by delivering the unit amount or its cash equivalent amount (or the partnership has not exercised its call right), Brookfield will satisfy, or cause to be satisfied, the obligations pursuant to our articles to exchange such New Exchangeable Shares for the unit amount or its cash equivalent. Brookfield currently intends to satisfy any exchange requests on the New Exchangeable Shares through the delivery of units rather than cash. The Master Services Agreement was also amended to provide that, so long as Brookfield is a party to the New Rights Agreement, Brookfield will have a consent right prior to the issuance by New Corporation of any New Exchangeable Shares, subject to certain exceptions.

The New Rights Agreement will have substantially the same terms as the Rights Agreement. See Item 7.B “Related Party Transactions—Relationship with Brookfield—Rights Agreement” in our company’s Annual Report for more information.

Upon completion of the Arrangement, the Rights Agreement will automatically terminate.

New Registration Rights Agreement

The New Corporation, the partnership and Brookfield will enter into the New Registration Rights Agreement, which will have substantially the same terms as the Registration Rights Agreement in respect of the exchangeable shares held by Brookfield. Under the New Registration Rights Agreement, the New Corporation will agree that, upon the request of Brookfield, the New Corporation will file one or more registration statements or prospectuses to register for sale and qualify for distribution under applicable securities laws any of New Exchangeable Shares held by

35

Brookfield. In the New Registration Rights Agreement, we will agree to pay expenses in connection with such registration and sales and will indemnify Brookfield for material misstatements or omissions in the registration statement.

Upon completion of the Arrangement, the Registration Rights Agreement will automatically terminate.

Pairing Agreement

The New Corporation, our company and the partnership will enter into a pairing agreement pursuant to which the parties will agree that New Corporation will at all times hold such number of class A.1 exchangeable shares equal to the number of New Exchangeable Shares that are outstanding in order to support the duties and obligations of New Corporation to holders of New Exchangeable Shares. In connection therewith, the pairing agreement will provide, amongst other things, and unless otherwise agreed at such time, that (i) if and to the extent New Corporation raises funds from time to time by way of issuance of New Exchangeable Shares for cash, New Corporation will utilize such funds to subscribe for an equivalent number of class A.1 exchangeable shares; (ii) if and to the extent the New Corporation from time to time repurchases any New Exchangeable Shares, our company shall redeem (or otherwise repurchase from the New Corporation) an equivalent number of class A.1 exchangeable shares; (iii) our company will not, unless substantially concurrent with the redemption of New Exchangeable Shares by the New Corporation, redeem any class A.1 exchangeable shares held by the New Corporation; (iv) if and to the extent any holders of New Exchangeable Shares from time to time exercise their exchange right in respect of such New Exchangeable Shares, and in connection therewith the partnership does not exercise its overriding call right to acquire such New Exchangeable Shares, the New Corporation will, in connection therewith, exercise the exchange right in respect of an equivalent number of class A.1 exchangeable shares held by the New Corporation; (v) the New Corporation will not exercise the exchange right in respect of any class A.1 exchangeable shares held by the New Corporation except as contemplated in (iv) above; and (vi) if and to the extent a holder of class A.2 exchangeable shares exchanges its class A.2 exchangeable shares for New Exchangeable Shares, our company will, upon receipt of such class A.2 exchangeable shares, exercise its right to convert such class A.2 exchangeable shares into class A.1 exchangeable shares.

Option Agreement

The New Corporation will enter into an option agreement with Canada Holdco pursuant to which the New Corporation will have the option to purchase all or any portion of the class B shares or class C shares held by Canada Holdco. The purchase price payable by the New Corporation to Canada Holdco in respect of any class B share or class C share purchased by the New Corporation will be the fair market value of such class B share or class C share, as applicable. The New Corporation will satisfy the purchase price payable to Canada Holdco by issuing such number of New Class B Shares to Canada Holdco with an aggregate fair market value equal to the purchase price.

Deposit Agreements

The New Corporation will enter into two deposit agreements with one or more subsidiaries of the partnership, one as depositor/lender and one as depositee/borrower. Each deposit agreement will contemplate potential deposit arrangements pursuant to which the parties thereunder would mutually agree to deposit funds thereunder from time to time on a demand basis at a specified rate of interest. Additionally, the New Corporation, as borrower, will enter into a credit agreement with Canada Holdco, as lender, pursuant to which Canada Holdco will establish a revolving credit facility in the aggregate principal amount of $150,000,000 in favour of the New Corporation. The credit agreement will provide for borrowings in Canadian dollars based on prime or CORRA, and U.S. dollars based on U.S. base rate and SOFR. The credit agreement will have a five-year term, subject to automatic one-year extensions occurring annually unless terminated by the lender.

Other Amended Agreements

The Amended and Restated Master Services Agreement dated February 29, 2024, by and among Brookfield Corporation, Brookfield Infrastructure Partners L.P., Brookfield Infrastructure L.P., and others, will be amended to

36

add the New Corporation as a service recipient under the agreement and to make certain other modifications to reflect the completion of the Arrangement.

The Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure L.P., dated February 16, 2018, as amended, will be amended to reflect that New Corporation is a service recipient and to make certain other modifications to reflect the completion of the Arrangement.

Each of the following agreements will also be amended to make certain modifications to reflect the completion of the Arrangement:

37

DISSENT RIGHTS

Shareholders have dissent rights as to the Arrangement Resolution, as described below.

Dissenting to the Arrangement

The following description of the Dissent Rights is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the fair value of its exchangeable shares and is qualified in its entirety by the reference to the full text of Sections 237 to 247 of the BCBCA, which is attached to this Circular as Appendix C, as modified by the Plan of Arrangement and the Interim Order, which is attached to this Circular as Appendix F. A Dissenting Shareholder who intends to exercise Dissent Rights should carefully consider and comply with the provisions of Sections 237 to 247 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order.

The statutory provisions dealing with the right of dissent are technical and complex. Any Dissenting Shareholder should seek independent legal advice, as failure to comply strictly with the provisions of Sections 237 to 247 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order, may result in the loss of all Dissent Rights.

The Court hearing the application for the Final Order has the discretion to alter the Dissent Rights described herein based on the evidence presented at such hearing.

Pursuant to the Interim Order, each Registered Shareholder may exercise Dissent Rights under Section 237 to 247 of the BCBCA as modified by the Plan of Arrangement and the Interim Order. Each Dissenting Shareholder is entitled to be paid the fair value (determined as of the close of business on the last business day before the Arrangement Resolution was adopted at the Meeting) of all, but not less than all, of the exchangeable shares of which the holder is both the registered and beneficial owner, as well as the exchangeable shares of which the holder is the registered holder and in respect of which it has received instructions to dissent from the beneficial holder(s) thereof, provided that the holder duly dissents to the Arrangement Resolution and the Arrangement becomes effective.

A Non-Registered Shareholder who wishes to dissent with respect to its exchangeable shares should be aware that only Registered Shareholders are entitled to exercise Dissent Rights. A Registered Shareholder such as an intermediary who holds exchangeable shares as nominee for Non-Registered Shareholders, some of whom wish to dissent, shall exercise Dissent Rights on behalf of such Non-Registered Shareholders with respect to the exchangeable shares held for such Non-Registered Shareholders. A Non-Registered Shareholder who wishes to dissent must dissent in respect of all of the exchangeable shares held by such Shareholder, whether registered or held beneficially.

With respect to exchangeable shares, pursuant to the Interim Order, a Registered Shareholder may exercise rights of dissent under Section 237 to Section 247 of the BCBCA, as modified by the Plan of Arrangement, the Interim Order, and Final Order provided that, notwithstanding Section 242(1)(a) of the BCBCA, the written objection to the Arrangement Resolution must be received from such Registered Shareholder who wishes to dissent by our company at c/o Torys LLP, Attn: Andrew Gray, at Suite 3300, 79 Wellington Street West, Toronto, Ontario, Canada M5K 1N2, not later than 5:00 p.m. (Toronto time) two business days immediately preceding the date of the Meeting (as it may be adjourned or postponed from time to time).

A Shareholder exercising its right to dissent must exercise such right in respect of all of the exchangeable shares that the Shareholder is both the registered and beneficial owner of, as well as all of the shares it is the beneficial owner of. A Registered Shareholder who wishes to dissent must deliver the Notice of Dissent to our company as set forth above and such Notice of Dissent must strictly comply with the requirements of Section 242 of the BCBCA. Any failure by a Shareholder to fully comply with the provisions of the BCBCA, as modified by the Plan of Arrangement and the Interim Order, may result in the loss of that holder’s Dissent Rights. Beneficial Shareholders who wish to exercise Dissent Rights must cause the Registered Shareholder holding their exchangeable shares to deliver the Notice of Dissent.

To exercise Dissent Rights, a Registered Shareholder must prepare a separate Notice of Dissent for him, her or itself, if dissenting on his, her or its own behalf, and for each other beneficial Shareholder who beneficially owns

38

exchangeable shares registered in the Shareholder’s name and on whose behalf the Shareholder is dissenting; and, if dissenting on its own behalf, must dissent with respect to all of the exchangeable shares registered in his, her or its name or if dissenting on behalf of a beneficial Shareholder, with respect to all of the exchangeable shares registered in his, her or its name and beneficially owned by the beneficial Shareholder on whose behalf the Shareholder is dissenting. The Notice of Dissent must set out the number of exchangeable shares in respect of which the Dissent Rights are being exercised (the “Notice Shares”) and: (a) if such exchangeable shares constitute all of the exchangeable shares of which the Shareholder is the registered and beneficial owner and the Shareholder owns no other exchangeable shares beneficially, a statement to that effect; (b) if such exchangeable shares constitute all of the exchangeable shares of which the Shareholder is both the registered and beneficial owner, but the Shareholder owns additional exchangeable shares beneficially, a statement to that effect and the names of the Registered Shareholder of those other exchangeable shares, the number of exchangeable shares held by each such Registered Shareholder and a statement that written notices of dissent are being or have been sent with respect to such other exchangeable shares; or (c) if the Dissent Rights are being exercised by a Registered Shareholder who is not the beneficial owner of such exchangeable shares, a statement to that effect and the name and address of the beneficial Shareholder and a statement that the Registered Shareholder is dissenting with respect to all exchangeable shares of the beneficial Shareholder registered in such registered holder’s name.

If the Arrangement Resolution is approved, and our company notifies a registered holder of Notice Shares of our company’s intention to act upon the Arrangement Resolution pursuant to Section 243 of the BCBCA, in order to exercise Dissent Rights, such Shareholder must, within one month after our company gives such notice, send to our company a written notice that such holder requires the purchase of all of the Notice Shares in respect of which such holder has given Notice of Dissent. Such written notice must be accompanied by the certificate(s) or DRS advice(s) representing those Notice Shares (including a written statement prepared in accordance with Section 244(1)(c) of the BCBCA if the dissent is being exercised by the Shareholder on behalf of a beneficial Shareholder), whereupon, subject to the provisions of the BCBCA relating to the termination of Dissent Rights, the Shareholder becomes a Dissenting Shareholder, and is bound to sell and our company is bound to purchase and cancel those exchangeable shares. Such Dissenting Shareholder may not vote, or exercise or assert any rights of a Shareholder in respect of such Notice Shares, other than the rights set forth in Division 2 of Part 8 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order.

Dissenting Shareholders who are:

If a Dissenting Shareholder is ultimately entitled to be paid by our company for their Notice Shares, such Dissenting Shareholder may enter an agreement with our company for the fair value of such Notice Shares. If such Dissenting Shareholder does not reach an agreement with our company, such Dissenting Shareholder, or our company, may apply to the Court, and the Court may:

39

There is no obligation on our company to make an application to the Court. The Dissenting Shareholder will be entitled to receive the fair value that the Notice Shares had as of the close of business on the day before the Arrangement Resolution was adopted at the Meeting, excluding any appreciation or depreciation in anticipation of the vote (unless such exclusion would be inequitable). After a determination of the fair value of the Notice Shares, our company must then promptly pay that amount to the Dissenting Shareholder.

In no case shall our company or the New Corporation or any other person be required to recognize Dissenting Shareholders as holders of New Exchangeable Shares after the Effective Time.

For greater certainty, in addition to any other restrictions in the Interim Order, no person shall be entitled to exercise Dissent Rights with respect to exchangeable shares in respect of which a person has voted or has instructed a proxy holder to vote in favor of the Arrangement Resolution.

Dissent Rights with respect to Notice Shares will terminate and cease to apply to the Dissenting Shareholder if, before full payment is made for the Notice Shares, the Arrangement in respect of which the Notice of Dissent was sent is abandoned or by its terms will not proceed, a court permanently enjoins or sets aside the corporate action approved by the Arrangement Resolution, or the Dissenting Shareholder withdraws the Notice of Dissent with our company’s written consent. If any of these events occur, our company must return the share certificates or DRS advices(s) representing the exchangeable shares to the Dissenting Shareholder and the Dissenting Shareholder regains the ability to vote and exercise its rights as a exchangeable shareholder.

The discussion above is only a summary of the Dissent Rights, which are technical and complex. A Shareholder who intends to exercise Dissent Rights must strictly adhere to the procedures established in Sections 237 to 247 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order, and failure to do so may result in the loss of all Dissent Rights. Persons who are beneficial Shareholders registered in the name of an intermediary, or in some other name, who wish to exercise Dissent Rights, should be aware that only the registered owner of such exchangeable shares is entitled to dissent.

It is suggested that any Shareholder wishing to avail himself or herself of Dissent Rights seek his or her own legal advice as failure to comply strictly with the applicable provisions of the BCBCA and the Interim Order may prejudice the availability of Dissent Rights. Dissenting Shareholders should note that the exercise of Dissent Rights can be a complex, time-consuming and expensive process.

40

CERTAIN LEGAL AND REGULATORY MATTERS

Completion of the Arrangement

Completion of the Arrangement is subject to the conditions precedent in the Arrangement Agreement having been satisfied or, where legally permissible, waived, as applicable, including receipt of the following:

The Arrangement Agreement provides for the Arrangement Records to be filed with the registrar after the Final Order has been granted time at any time as our company deems appropriate, in its sole discretion, after the conditions precedent contained in the Arrangement Agreement have been satisfied or, where legally permissible, waived, as applicable. See “The Arrangement—Arrangement Agreement—Conditions Precedent”.

Timing

Our company expects to complete the Arrangement following the receipt of the required shareholder approval, the issue of the Final Order and the receipt of all other approvals. It is anticipated that the Arrangement will be completed in the fourth quarter of 2024. However, completion of the Arrangement is dependent on many factors, and it is not possible at this time to determine precisely when the Arrangement will become effective.

Shareholder Approval

At the Meeting, holders of exchangeable shares and class B shares will be asked to approve the Arrangement Resolution. In accordance with the Interim Order, the approval of the Arrangement Resolution will require the affirmative vote of:

Notwithstanding the approval by the holders of exchangeable shares and the holders of class B shares of the Arrangement Resolution in accordance with the foregoing, the Arrangement Resolution authorizes our company Board to, without notice to or approval of the holders of exchangeable shares and the holders of class B shares, (i) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted thereby, as described under “The Arrangement—Arrangement Agreement—Amendments”, and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and/or any related transactions.

Court Approval

It is a condition of the Arrangement Agreement that the Interim Order and the Final Order must be obtained from the Court. Prior to the mailing of this Circular, our company obtained the Interim Order, which provides for, among other things:

41

A copy of the Interim Order is attached as Appendix A to this Circular. The Interim Order sets out how shareholders and other interested parties may participate in the hearing for the Final Order, which has been set for December 9, 2024.

It is expected that shortly after the Meeting, subject to the approval of the Arrangement Resolution by holders of exchangeable shares and class B shares at the Meeting, an application will be made for the Court’s final approval of the Arrangement. At the hearing for the Final Order, the Court will determine whether to approve the Arrangement. Participation in the hearing for the Final Order, including who may participate and present evidence or argument and the procedure for doing so, is subject to the terms of the Interim Order and any subsequent direction of the Court. Subject to the approval of the Arrangement Resolution by the holders of exchangeable shares and holders of class B shares at the Meeting, our company will announce by news release the time and place of the hearing for the Final Order. The copy of the Interim Order is appended hereto as Appendix E.

Any shareholders or any other interested party who wishes to appear or be represented and to present evidence or arguments at the hearing of the application for the Final Order must file and serve a notice of appearance no later than 4:00 p.m. (Vancouver time) on December 4, 2024, in the form prescribed by the Supreme Court Civil Rules, with the Court, and deliver a copy of the filed response together with a copy of all materials on which such shareholder or other interested party intends to rely at the hearing of the petition, including an outline of such person’s proposed submission, to Brookfield Infrastructure Corporation c/o Torys LLP, 79 Wellington Street West, Toronto, Ontario, M5K 1N2 Attn: Andrew Gray.

At the hearing for the Final Order, the Court will consider, among other things, the fairness and reasonableness of the Arrangement and the rights of every person affected. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. In connection with the hearing for the Interim Order, the Court was informed that the Final Order will also constitute the basis for an exemption from registration under the Securities Act for the securities to be issued pursuant to the Arrangement to Shareholders pursuant to Section 3(a)(10) of the Securities Act.

Stock Exchange Listing

It is expected that the New Exchangeable Shares will commence trading shortly after the completion of the Arrangement under the symbol “BIPC”.

There is currently no public trading market for the New Exchangeable Shares. However, we have applied to have the New Exchangeable Shares listed on the NYSE and the TSX under the symbol “BIPC”. The TSX has conditionally approved the listing of the New Exchangeable Shares. Listing on the NYSE is subject to New Corporation fulfilling all of the requirements of the NYSE, and listing on the TSX is subject to New Corporation fulfilling all of the requirements of the TSX on or before the first trading day of the New Exchangeable Shares.

Canadian Securities Law Matters

MI 61-101

The partnership and our company have been granted exemptive relief from the minority approval and valuation requirements in MI 61-101 for (i) related party transactions (as defined in MI 61-101) of the partnership with our company or our company’s subsidiary entities (as defined in MI 61-101) and (ii) related party transactions of our company with the partnership or the partnership’s subsidiary entities, in each case subject to certain conditions.

42

The partnership and our company have also been granted exemptive relief from the minority approval and valuation requirements in MI 61-101 for related party transactions of our company with persons other than the partnership or subsidiary entities of the partnership, provided that, amongst other conditions, the partnership complies with the minority approval and valuation requirements in MI 61-101 for each such related party transaction of our company as though the partnership entered into such other related party transaction directly.

The partnership has also been granted exemptive relief from the minority approval and formal valuation requirements in MI 61-101 for any related party transaction of the partnership entered into indirectly through Holding LP or any subsidiary entity of Holding LP if that transaction would qualify for the transaction size exemptions set out in sections 5.5(a) and 5.7(1)(a) of MI 61-101 if the exchangeable shares and the Redeemable Partnership Units were included in the calculation of the partnership’s market capitalization, subject to certain conditions.

The New Corporation and the partnership have applied for analogous exemptive relief from the requirements of MI 61-101 that, subject to certain conditions:

Our company does not intend to complete the Arrangement until such time that such relief is granted.

The Arrangement constitutes a related party transaction of our company under MI 61-101 insofar as it results in all of the exchangeable shares held by the Brookfield Group being exchanged for class A.2 exchangeable shares. In accordance with the exemptive relief described above, our company is exempt from the minority approval and valuation requirements in MI 61-101 for such related party transaction, provided that, among other conditions, the partnership complies with the minority approval and valuation requirements in MI 61-101 for such related party transaction as though the partnership entered into such related party transaction directly. The partnership is exempt from the minority approval and valuation requirements in MI 61-101 pursuant to sections 5.5(a) and 5.7(a) of MI 61-101 because neither the fair market value of the subject matter of, nor the fair market value of the consideration for, such related party transaction exceeds 25% of the partnership’s market capitalization, calculated in accordance with the exemptive relief obtained by the partnership described above.

Qualification and Resale of Securities

The New Exchangeable Shares to be issued in connection with the Arrangement will be issued in reliance on an exemption from the prospectus requirements of securities legislation in each province and territory of Canada. Subject to certain disclosure and regulatory requirements and to customary restrictions applicable to distributions of shares that constitute “control distributions”, the shares issued pursuant to the Arrangement may be resold in each province and territory in Canada, subject in certain circumstances, to the usual conditions that no unusual effort, or no effort, has been made to prepare the market or create demand.

43

United States Securities Laws Matters

The following discussion is only a general overview of certain requirements of U.S. federal securities laws that may be applicable to holders of the New Exchangeable Shares to be issued in connection with the Arrangement. All holders of such securities are urged to obtain legal advice to ensure that the resale of such securities complies with applicable U.S. federal and state securities laws.

Exemption from U.S. Registration

The issuance of the New Exchangeable Shares pursuant to the Arrangement will not be registered under the Securities Act and will be made in reliance on Section 3(a)(10) of the Securities Act, and in compliance with, or in reliance on an exemption from, the registration or qualification requirements of any “blue sky” laws. Section 3(a)(10) of the Securities Act exempts from registration the offer and sale of a security which is issued in exchange for outstanding securities, claims or property interests, or partly in such exchange and partly for cash, where the terms and conditions of such issue and exchange are approved, after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange have the right to appear, by a court or governmental authority expressly authorized by law to grant such approval. The Final Order, if granted, will constitute the basis for the Section 3(a)(10) exemption from the registration requirements of the Securities Act with respect to the shares issued in connection with the Arrangement. In connection with the hearing for the Interim Order, the Court will be advised that the New Exchangeable Shares will be issued in reliance on the Section 3(a)(10) exemption.

The Securities Act will impose certain restrictions on resale on the New Exchangeable Shares to be received by a Shareholder who will be an “affiliate” of the New Corporation after the Arrangement. As defined in Rule 144 under the Securities Act, an “affiliate” of an issuer is a person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the issuer. Typically, persons who are executive officers, directors or 10% or greater shareholders of an issuer are considered to be its “affiliates”. Holders should consult with their own legal counsel regarding status as an “affiliate”.

Shareholders who are not “affiliates” of the New Corporation and have not been “affiliates” of the New Corporation within 90 days of the date of the Arrangement, may resell their New Exchangeable Shares issued to them pursuant to the Arrangement in the United States without restriction under the Securities Act.

Shareholders who are “affiliates” of the New Corporation after the Arrangement may not resell their New Exchangeable Shares that they receive in connection with the Arrangement in the absence of registration under the Securities Act, unless an exemption from registration is available, such as the exemptions contained in Rule 144 or Regulation S. For “affiliates”, Rule 144 imposes additional resale requirements, including volume limitations and manner of sale and notice requirements. Under Regulation S, resales by “affiliates” of the New Corporation, otherwise than solely by virtue of their position as a director or officer, also may be subject to additional resale restrictions.

Shareholders are urged to consult with their own legal counsel to ensure that any subsequent resale of New Exchangeable Shares distributed to them under the Arrangement complies with applicable securities laws.

Following closing of the Arrangement, New Corporation will be deemed to be a “successor issuer” to our company under the Exchange Act, and consequently, the New Exchangeable Shares will be deemed to be registered pursuant to Section 12(b) of the Exchange Act and New Corporation will become subject to the reporting requirements of the Exchange Act. As a “foreign private issuer” under the Exchange Act, New Corporation will, upon consummation of the Arrangement, be required to furnish to the SEC current reports on Form 6-K and will file annual reports with the SEC on Form 20-F. New Corporation has applied to list the New Exchangeable Shares pursuant to the Arrangement on the NYSE, as well as the TSX.

Our company is a “foreign private issuer” within the meaning of Rule 405 under the Securities Act and Rule 36-4 under the Exchange Act. The solicitation of proxies for the Meeting is not subject to the requirements of Section 14(a) of the Exchange Act by virtue of an exemption for foreign private issuers. Accordingly, the solicitations and transactions contemplated in this Circular are being made in the United States for securities of a Canadian issuer in accordance with Canadian corporate and securities laws, and this Circular has been prepared solely in accordance with

44

disclosure requirements applicable in Canada. Shareholders in the United States should be aware that such requirements are different from those of the United States applicable to registration statements under the Securities Act and proxy statements under the Exchange Act.

Information concerning our company and New Corporation contained herein has been prepared in accordance with Canadian disclosure standards, which are not comparable in all respects to United States disclosure standards. Unless otherwise indicated, the financial statements and other financial information of our company and New Corporation set forth herein have been prepared in accordance with IFRS as issued by the International Accounting Standards Board. IFRS differ from United States generally accepted accounting principles, and the financial statements and financial information of our company and New Corporation may not be comparable with financial statements and financial information of similar United States entities that file reports with the SEC.

Shareholders subject to U.S. federal income taxation should be aware that the tax consequences to them of the Arrangement under certain U.S. federal income tax laws described in this Circular are a summary only. They are advised to consult their own tax advisors to determine the particular tax consequences to them of participating in the Arrangement and the ownership and disposition of the New Exchangeable Shares acquired pursuant to the Arrangement. See “Certain United States Federal Income Tax Considerations” for certain information concerning the tax consequences of the Arrangement for Shareholders who are subject to U.S. federal income taxation.

45

INFORMATION CONCERNING THE NEW CORPORATION

Corporate Structure

The New Corporation was incorporated under the Business Corporations Act (British Columbia) on October 3, 2024. The New Corporation’s head office is located at 250 Vesey Street, 15th Floor, New York NY 10281 and its registered office is located at 1055 West Georgia Street, Suite 1500, P.O Box 11117, Vancouver, British Columbia V6E 4N7. As of October 23, 2024, the New Corporation has not carried on any active business and its sole issued and outstanding share capital is one New Class B Share issued to Canada Holdco. The chart below provides an illustration of the simplified corporate structure of the New Corporation immediately following completion of the Arrangement. Please note that on this chart all interests are 100% unless otherwise indicated, “GP Interest” denotes a general partnership interest and “LP Interest” denotes a limited partnership interest. This chart should be read in conjunction with the explanation of our ownership and organizational structure below and the information included in the Circular.

46

Description of the Business

The New Corporation will carry on its business through our company. Similar to our company, the New Corporation will be an alternative investment vehicle for investors who prefer owning our infrastructure operations through a corporate structure. While our current operations consist of a U.K. regulated distribution operation, a Brazilian regulated gas transmission operation, and a global intermodal logistics operation, shareholders have exposure to several other markets across the utilities, transport, midstream, and data operating segments of Brookfield Infrastructure by virtue of the exchange feature of the New Exchangeable Shares. For additional information, please refer to our company’s Annual Report.

Financial Information

The following financial statements have been prepared in connection with the Arrangement:

47

See Appendix H “New Corporation Audited Financial Statements” and Appendix I “New Corporation Unaudited Pro Forma Statements of Financial Position and Operating Results”.

Relationship with Brookfield Infrastructure

After the completion of the Arrangement, our group will comprise the New Corporation together with our company and Brookfield Infrastructure. Our group will continue to serve as a primary vehicle through which Brookfield makes future infrastructure-related acquisitions that are suitable for our strategy and objectives. After the Arrangement, the partnership will hold a 75% voting interest in the New Corporation through its holding of the New Class B Shares, which will also entitle the partnership to all of the residual value in the New Corporation after payment in full of the amount due to holders of New Exchangeable Shares. The partnership’s ownership of the New Class B Shares will entitle it to receive dividends as and when declared by the board of directors of the New Corporation, subject to the holders of the New Exchangeable Shares receiving the dividends to which they are entitled, but it is not expected that meaningful dividends will be paid on the New Class B Shares in the ordinary course.

Prior to the closing of the Arrangement, the New Corporation will enter into two deposit agreements with one or more subsidiaries of the partnership, one as depositor/lender and one as depositee/borrower. Each deposit agreement will contemplate potential deposit arrangements pursuant to which the parties thereunder would mutually agree to deposit funds thereunder from time to time on a demand basis at a specified rate of interest. Additionally, the New Corporation, as borrower, will enter into a credit agreement with Canada Holdco, as lender, pursuant to which Canada Holdco will establish a revolving credit facility in the aggregate principal amount of $150,000,000 in favour of the New Corporation. The credit agreement will provide for borrowings in Canadian dollars based on prime or CORRA, and U.S. dollars based on U.S. base rate and SOFR. The credit agreement will have a five-year term, subject to automatic one-year extensions occurring annually unless terminated by the lender. See “The Arrangement—Material Agreements—Deposit Agreements” for more information.

Relationship with Brookfield Group

The Brookfield Group will retain its interest in our company by exchanging its exchangeable shares for non-voting class A.2 exchangeable shares that will be exchangeable for New Exchangeable Shares (subject to the ownership cap that limits the exchange by the Brookfield Group of class A.2 exchangeable shares such that exchanges by the Brookfield Group may not result in the Brookfield Group owning 9.5% or more of the aggregate fair market value of all issued and outstanding shares of New Corporation) or units.

In connection with the closing of the Arrangement, Brookfield will enter into the New Rights Agreement with the rights agent pursuant to which Brookfield will agree that, until March 31, 2025, upon an exchange of New Exchangeable Shares, if the New Corporation has not satisfied its obligation under our articles by delivering the unit amount or its cash equivalent amount (or the partnership has not exercised its call right), Brookfield will satisfy, or cause to be satisfied, the obligations pursuant to our articles to exchange such New Exchangeable Shares for the unit amount or its cash equivalent. Brookfield currently intends to satisfy any exchange requests on the New Exchangeable Shares through the delivery of units rather than cash. The Master Services Agreement was also amended to provide that, so long as Brookfield is a party to the New Rights Agreement, Brookfield will have a consent right prior to the issuance by New Corporation of any New Exchangeable Shares, subject to certain exceptions. See “The Arrangement —Material Agreements—New Rights Agreement” for more information.

In connection with the closing of the Arrangement, the New Corporation, the partnership and Brookfield will enter into the New Registration Rights Agreement, which is comparable to the Registration Rights Agreement. See “The Arrangement—Material Agreements—New Registration Rights Agreement” for more information.

48

Directors and Executive Officers

Following completion of the Arrangement, the board of directors of New Corporation will initially be identical to the Board as of the date of this Circular and will mirror the board of the general partner of the partnership, except that there will be one additional non-overlapping board member to assist us with, among other things, resolving any conflicts of interest that may arise from our relationship with Brookfield Infrastructure. John Mullen currently serves as the non-overlapping member of the Board. Mr. Mullen has served on the Board since May 2021.

We also expect that the initial executive officers of the New Corporation will be the same executive officers of our company.

For a discussion related to our corporate governance practices and director compensation and equity ownership, which will apply to the New Corporation following completion of the Arrangement, see “Statement of Corporate Governance Practices” and “Director Compensation and Equity Ownership” in the 2024 Annual Management Information Circular, which is incorporated by reference in this Circular.

Share Capital

Following completion of the Arrangement, the New Corporation’s authorized share capital will consist of: (i) an unlimited number of New Exchangeable Shares, and (ii) an unlimited number of New Class B Shares.

Upon completion of the Arrangement, and based on the exchangeable shares and class B shares issued as at October 15, 2024, we anticipate approximately 119 million New Exchangeable Shares and approximately 28,500 New Class B Shares will be issued and outstanding. Brookfield Infrastructure will hold all of the New Class B Shares, having a 75% voting interest in the New Corporation.

Description of New Exchangeable Shares

The New Exchangeable Shares will have substantially the same terms as our exchangeable shares. The following description of New Exchangeable Shares sets forth certain general terms and provisions of New Exchangeable Shares. This description is in all respects subject to and qualified in its entirety by applicable law and the provisions of the New Corporation’s articles, which are attached as Appendix G to this Circular. Each New Exchangeable Share is intended to provide its holder with an economic return that is equivalent to that of a unit because of the ability to exchange into a unit or its cash equivalent and the identical distributions that are expected to be paid on each New Exchangeable Share. Consequently, we expect that the market price of our New Exchangeable Shares will be significantly impacted by the market price of the units and the combined business performance of our company, the New Corporation, the partnership and their respective subsidiaries as a whole.

Voting

Except as otherwise expressly provided in the articles or as required by law, each holder of New Exchangeable Shares is entitled to receive notice of, and to attend and vote at, all meetings of our shareholders. Each holder of New Exchangeable Shares is entitled to cast one vote for each New Exchangeable Share held at the record date for determination of shareholders entitled to vote on any matter. Except as otherwise expressly provided in the articles or as required by law, the holders of New Exchangeable Shares and New Class B Shares will vote together and not as separate classes.

Holders of New Exchangeable Shares hold an aggregate 25% voting interest in the New Corporation.

Dividends

The holders of New Exchangeable Shares are entitled to receive dividends as and when declared by the board of directors of the New Corporation subject to the special rights of any other shares ranking senior to the New Exchangeable Shares with respect to priority in payment of dividends. It is expected that each New Exchangeable Share will receive identical dividends to the distributions paid on each unit.

49

Each New Exchangeable Share entitles its holder to cumulative dividends per share in a cash amount equal in value to (i) the amount of any distribution made on a unit multiplied by (ii) the conversion factor (which is currently one, subject to adjustment in the event of certain dilutive or other capital events by the New Corporation or the partnership) determined in accordance with the articles and in effect on the record date of such dividend (the “Exchangeable Dividends”). See “Information Concerning the New Corporation—Description of New Exchangeable Shares—Exchange by Holder—Adjustments to Reflect Certain Capital Events”. The record and payment dates for the dividends on the New Exchangeable Shares, to the extent not prohibited by applicable law, will be the same as the record and payment dates for the distributions upon the units.

If the full amount of an Exchangeable Dividend is not declared and paid concurrently with a distribution on the units, or is declared but is not paid on the payment date, then the undeclared or unpaid amount of such Exchangeable Dividend will accrue and accumulate (without interest), whether or not the New Corporation has earnings, whether or not there are funds legally available for the payment thereof and whether or not such Exchangeable Dividend has been earned, declared or authorized. Any Exchangeable Dividend payment made will first be credited against the earliest accumulated but unpaid Exchangeable Dividends due which remain payable (the “Unpaid Dividends”). The holders of New Exchangeable Shares are not entitled to any dividends from the New Corporation other than the Exchangeable Dividends.

Exchange by Holder

Holders of New Exchangeable Shares have the right to exchange all or a portion of their New Exchangeable Shares for one unit per New Exchangeable Share held (subject to adjustment in the event of certain dilutive or other capital events by the New Corporation or the partnership as described below in “—Adjustments to Reflect Certain Capital Events”) or its cash equivalent based on the NYSE closing price of one unit on the date that the request for exchange is received by our transfer agent (or if not a trading day, the next trading day thereafter) plus all Unpaid Dividends, if any (the form of payment to be determined at the sole discretion of our group). In the event the partnership ceases to be a publicly listed entity, the value of a unit will be determined by (i) the last available bid price from an independent source such as an over-the-counter market or an independent investment banking firm; or (ii) if (i) is not applicable, then the amount that a holder of a unit would receive upon the liquidation of the partnership and sale of its assets in accordance with the terms of its partnership agreement. If you hold New Exchangeable Shares through a broker, please contact your broker to request an exchange on your behalf. If you are a registered holder of New Exchangeable Shares, please contact the transfer agent and follow the process described below.

Each holder of New Exchangeable Shares who wishes to exchange one or more of his or her New Exchangeable Shares for units or its cash equivalent is required to complete and deliver a notice of exchange in the form available from our transfer agent. Upon receipt of a notice of exchange, the New Corporation will, within ten (10) business days after the date that the notice of exchange is received by our transfer agent, deliver to the tendering holder of New Exchangeable Shares, in accordance with instructions set forth in the notice of exchange, one unit per New Exchangeable Share held (subject to adjustments in the event of certain dilutive or other capital events by the New Corporation or the partnership as described below in “—Adjustments to Reflect Certain Capital Events”) or its cash equivalent based on the NYSE closing price of one unit on the date that the request for exchange is received by our transfer agent (or if not a trading day, the next trading day thereafter) plus all Unpaid Dividends, if any (the form of payment to be determined at the sole election of the New Corporation). Upon completion of the exchange of any New Exchangeable Shares as described herein, the holder of New Exchangeable Shares who has exchanged their New Exchangeable Shares will have no further right, with respect to any New Exchangeable Shares so exchanged, to receive any dividends on New Exchangeable Shares with a record date on or after the date on which such New Exchangeable Shares are exchanged.

Notwithstanding the paragraph above, when a notice of exchange has been delivered to us by or on behalf of a tendering holder of New Exchangeable Shares, we will promptly, and in any event, within one (1) business day after receipt thereof, deliver to each of Brookfield and the partnership a written notification of our receipt of such notice of exchange setting forth the identity of the holder of New Exchangeable Shares who wishes to exchange such New Exchangeable Shares and the number of New Exchangeable Shares to be exchanged. The partnership may elect to satisfy our exchange obligation by acquiring all of the tendered New Exchangeable Shares in exchange for one unit per New Exchangeable Share held (subject to adjustments in the event of certain dilutive or other capital events by the New Corporation or the partnership as described below in “—Adjustments to Reflect Certain Capital Events”) or

50

its cash equivalent based on the NYSE closing price of one unit on the date that the request for exchange is received by our transfer agent (or if not a trading day, the next trading day thereafter) plus all Unpaid Dividends, if any (the form of payment to be determined at the sole election of the partnership). If the partnership elects to satisfy our exchange obligation, it will, within three (3) business days from the receipt of the holder’s notice of exchange, provide written notice to our transfer agent of its intention to satisfy the exchange obligation and will satisfy such obligation within ten (10) business days from the date that the notice of exchange is received by our transfer agent by delivering to such holder of New Exchangeable Shares the units or its cash equivalent. Unitholders are not entitled to vote on the partnership’s exercise of the overriding call right described in the preceding sentences.

In the event that a tendering holder of New Exchangeable Shares has not received the number of units or its cash equivalent (the form of payment to be determined at the sole discretion of our group) in satisfaction of the tendered New Exchangeable Shares, then such tendering holder of New Exchangeable Shares will be entitled to receive the equivalent of such cash amount or units amount from Brookfield pursuant to the New Rights Agreement until March 31, 2025. In this scenario, the tendered New Exchangeable Shares will be delivered to the rights agent in exchange for the delivery of the equivalent of the cash amount or units amount from a collateral account of Brookfield administered by the rights agent. The partnership has agreed to indemnify Brookfield, in its capacity as selling securityholder, for certain liabilities under applicable securities laws concerning selling securityholders, in connection with any units delivered by Brookfield pursuant to the New Rights Agreement.

No Fractional Units. No fractional units will be issued or delivered upon exchange of New Exchangeable Shares. In lieu of any fractional units to which the tendering holder of New Exchangeable Shares would otherwise be entitled at our group’s election, our group will pay an amount in cash equal to the unit value on the trading day immediately preceding the exchange date multiplied by such fraction of a unit.

Conversion of Tendered New Exchangeable Shares. Brookfield Infrastructure is entitled at any time to have any or all New Exchangeable Shares acquired by Brookfield Infrastructure converted into New Class B Shares on a one-for-one basis.

Adjustments to Reflect Certain Capital Events. The conversion factor (which is currently one) is subject to adjustment in accordance with the New Corporation’s articles to reflect certain capital events, including (i) if the partnership and the New Corporation declares or pays a distribution to its unitholders consisting wholly or partly of units or a dividend to its shareholders consisting wholly or partly of New Exchangeable Shares without a corresponding distribution or dividend, as applicable, being declared or paid by the other entity; (ii) if the partnership or the New Corporation splits, subdivides, reverse-splits or combines its outstanding units or New Exchangeable Shares as applicable, without a corresponding event occurring at the other entity; (iii) if the partnership or the New Corporation distributes any rights, options or warrants to all or substantially all holders of its units or New Exchangeable Shares to convert into, exchange for or subscribe for or to purchase or to otherwise acquire units or New Exchangeable Shares (or other securities or rights convertible into, exchangeable for or exercisable for units or New Exchangeable Shares), as applicable, without a corresponding distribution of rights, options or warrants by the other entity; (iv) if the partnership distributes to all or substantially all holders of units evidences of its indebtedness or assets (including securities), or rights, options or warrants to convert into, exchange for or subscribe for or to purchase or to otherwise acquire such securities but excluding all distributions where a comparable distribution (or the cash equivalent) is made by the New Corporation; or (v) if the partnership or one of its subsidiaries makes a payment in respect of a tender or exchange offer for the units (but excluding for all purposes any exchange or tender offer to exchange units for New Exchangeable Shares or any other security economically equivalent to units), to the extent that the cash and value of any other consideration included in the payment per unit exceeds certain thresholds.

Redemption by Issuer

The New Corporation’s board has the right upon sixty (60) days’ prior written notice to holders of New Exchangeable Shares to redeem all of the then outstanding New Exchangeable Shares at any time and for any reason, in its sole discretion and subject to applicable law, including without limitation following the occurrence of any of the following redemption events (each a “Redemption Event”): (i) the total number of New Exchangeable Shares outstanding decreases by 50% or more over any twelve-month period; (ii) a person acquires 90% of the units in a take-over bid (as defined by applicable securities law); (iii) unitholders of the partnership approve an acquisition of the partnership by way of arrangement or amalgamation; (iv) unitholders of the partnership approve a restructuring or other

51

reorganization of the partnership; (v) there is a sale of all or substantially all of the partnership assets; (vi) there is a change of law (whether by legislative, governmental or judicial action), administrative practice or interpretation, or a change in circumstances of the New Corporation and our shareholders, that may result in adverse tax consequences for the New Corporation or our shareholders; or (vii) the New Corporation’s board, in its sole discretion, concludes that the unitholders of the partnership or holders of New Exchangeable Shares are adversely impacted by a fact, change or other circumstance relating to the New Corporation. For greater certainty, unitholders do not have the ability to vote on such redemption and the New Corporation’s board’s decision to redeem all of the then outstanding New Exchangeable Shares will be final. In addition, the holder of New Class B Shares may deliver a notice to the New Corporation specifying a redemption date upon which the New Corporation will redeem all of the then outstanding New Exchangeable Shares, and upon sixty (60) days’ prior written notice from the New Corporation to holders of the New Exchangeable Shares and without the consent of holders of New Exchangeable Shares, the New Corporation will be required to redeem all of the then outstanding New Exchangeable Shares on such redemption date, subject to applicable law.

Upon any such Redemption Event, the holders of New Exchangeable Shares will be entitled to receive pursuant to such redemption one unit per New Exchangeable Share held (subject to adjustment in the event of certain dilutive or other capital events by the New Corporation or the partnership as described above in “—Exchange by Holder—Adjustments to Reflect Certain Capital Events”) or its cash equivalent based on the NYSE closing price of one unit on the trading day immediately preceding the announcement of such redemption plus all Unpaid Dividends, if any (the form of payment to be determined at the election of the New Corporation).

Notwithstanding the foregoing, upon any Redemption Event, the partnership may elect to acquire all of the outstanding New Exchangeable Shares in exchange for one unit per New Exchangeable Share held (subject to adjustment in the event of certain dilutive or other capital events by the New Corporation or the partnership as described above in “—Exchange by Holder—Adjustments to Reflect Certain Capital Events”) or its cash equivalent based on the NYSE closing price of one unit on the trading day immediately preceding the announcement of such redemption plus all Unpaid Dividends, if any (the form of payment to be determined at the election of the partnership). Unitholders are not entitled to vote on the partnership’s exercise of the overriding call right described in the preceding sentences.

Liquidation

Upon any liquidation, dissolution or winding up of the New Corporation, and subject to the prior rights of holders of any other class of shares of the New Corporation ranking in priority or ratably with the New Exchangeable Shares and after the payment in full to (i) any holder of New Exchangeable Shares or New Class B Shares that has submitted a notice of the exercise of the exchange rights described above at least ten (10) days prior to the date of the liquidation, dissolution or winding up (or in the case of the New Class B Shares, thirty (30) days prior to the date of the liquidation, dissolution or winding up) and (ii) any Unpaid Dividends, the holders of New Exchangeable Shares will be entitled to one unit per New Exchangeable Share held (subject to adjustment in the event of certain dilutive or other capital events by the New Corporation or the partnership as described above in “—Exchange by Holder—Adjustments to Reflect Certain Capital Events”) or its cash equivalent based on the NYSE closing price of one unit on the trading day immediately preceding announcement of such liquidation, dissolution or winding up (the form of payment to be determined at the election of the New Corporation). If, upon any such liquidation, dissolution or winding up, the assets of the New Corporation are insufficient to make such payment in full, then the assets of the New Corporation will be distributed among the holders of New Exchangeable Shares ratably in proportion to the full amounts to which they would otherwise be respectively entitled to receive.

Notwithstanding the foregoing, upon any liquidation, dissolution or winding up of the New Corporation, the partnership may elect to acquire all of the outstanding New Exchangeable Shares for one unit per New Exchangeable Share held (subject to adjustment in the event of certain dilutive or other capital events by the New Corporation or the partnership as described above in “—Exchange by Holder—Adjustments to Reflect Certain Capital Events”) plus all Unpaid Dividends, if any. The acquisition by the partnership of all the outstanding New Exchangeable Shares will occur on the day prior to the effective date of the liquidation, dissolution or winding up of the New Corporation. Unitholders are not entitled to vote on the partnership’s exercise of the overriding call right described in the preceding sentences.

52

Automatic Redemption upon Liquidation of the Partnership

Upon any liquidation, dissolution or winding up of the partnership, including where substantially concurrent with a liquidation, dissolution or winding up of the New Corporation, all of the then outstanding New Exchangeable Shares will be automatically redeemed by the New Corporation on the day prior to the liquidation, dissolution or winding up of the partnership and immediately following the automatic redemption by our company of the class A.1 exchangeable shares and class A.2 exchangeable shares (or the exercise by the partnership of any call rights in respect thereof). Each holder of New Exchangeable Shares will be entitled to one unit per New Exchangeable Share held (subject to adjustment in the event of certain dilutive or other capital events by the New Corporation or the partnership as described above in “—Exchange by Holder—Adjustments to Reflect Certain Capital Events”) or its cash equivalent based on the NYSE closing price of one unit on the trading day immediately preceding the announcement of such redemption plus all Unpaid Dividends, if any (the form of payment to be determined at the election of the New Corporation).

Notwithstanding the foregoing, upon any such redemption, the partnership may elect to acquire all of the outstanding New Exchangeable Shares in exchange for one unit per New Exchangeable Share held (subject to adjustment in the event of certain dilutive or other capital events by the New Corporation or the partnership as described above in “— Exchange by Holder—Adjustments to Reflect Certain Capital Events”) plus all Unpaid Dividends, if any. The acquisition by the partnership of all the outstanding New Exchangeable Shares will occur on the day prior to the effective date of the liquidation, dissolution or winding up of the partnership. Unitholders are not entitled to vote on the partnership’s exercise of the overriding call right described in the preceding sentences.

Book-Based System

The New Exchangeable Shares may be uncertificated or represented in the form of one or more fully registered share certificates held by, or on behalf of, CDS Clearing and Depository Services Inc. (“CDS”) or Depository Trust Company (“DTC”), as applicable, as custodian of such certificates for the participants of CDS or DTC, registered in the name of CDS or DTC or their respective nominee, and registration of ownership and transfers of the New Exchangeable Shares may be effected through the book-based system administered by CDS or DTC, as applicable.

Treatment of New Exchangeable Shares in Connection with a Takeover Bid, Issuer Bid or Tender Offer

The New Exchangeable Shares are not units and will not be treated as units for purposes of the application of applicable Canadian or U.S. rules relating to takeover bids, issuer bids and tender offers. Units and New Exchangeable Shares are not securities of the same class. As a result, holders of New Exchangeable Shares will not be entitled to participate in an offer or bid made to acquire units, unless such offer is extended to holders of New Exchangeable Shares and holders of units will not be entitled to participate in an offer or bid made to acquire New Exchangeable Shares, unless such offer is extended to holders of units. In the event of a takeover bid for units, a holder of New Exchangeable Shares who would like to participate would be required to tender his or her New Exchangeable Shares for exchange, in order to receive a unit, or the cash equivalent, at the election of our group, pursuant to the exchange right. If an issuer tender offer or issuer bid is made for the units at a price in excess of the market price of the units and a comparable offer is not made for the New Exchangeable Shares, then the conversion factor for the New Exchangeable Shares may be adjusted. See “Information Concerning the New Corporation—Description of New Exchangeable Shares—Exchange by Holder—Adjustments to Reflect Certain Capital Events” above for more information on the circumstances in which adjustments may be made to the conversion factor.

Description of New Class B Shares

The following description of New Class B Shares sets forth certain general terms and provisions of New Class B Shares. This description is in all respects subject to and qualified in its entirety by reference to applicable law and the provisions of the articles of the New Corporation.

53

Voting

Except as otherwise expressly provided in the articles or as required by law, each holder of New Class B Shares will be entitled to receive notice of and to attend all meetings of our shareholders, except for meetings at which only holders of another specified class or series of shares of the New Corporation are entitled to vote separately as a class or series. Except as otherwise expressly provided in the articles or as required by law, the holders of New Exchangeable Shares and New Class B Shares will vote together and not as separate classes. The holders of the New Class B Shares will be entitled to cast, in the aggregate, a number of votes equal to three times the number of votes attached to the New Exchangeable Shares.

Dividends

The holders of New Class B Shares will be entitled to receive dividends as and when declared by the board of directors of the New Corporation subject to the special rights of the holders of New Exchangeable Shares and any other shares ranking senior to the New Class B Shares with respect to priority in payment of dividends.

Subject to the rights of holders of New Exchangeable Shares at the time outstanding having prior rights as to dividends and the payment to any holders of New Exchangeable Shares who have delivered notices of exchange, each New Class B Share will entitle its holder to dividends as and when declared by the board of directors of the New Corporation.

In the event a dividend is declared and paid on the New Exchangeable Shares consisting of New Exchangeable Shares, the board of directors of the New Corporation will, subject to applicable law, contemporaneously declare and pay an equivalent dividend on the New Class B Shares consisting of New Class B Shares.

Liquidation

Upon any liquidation, dissolution or winding up of the New Corporation, after the payment in full of the amount due to the holders of New Exchangeable Shares described under the section entitled “Description of Exchangeable Shares —Liquidation”, the remaining assets and property of New Corporation will be distributed among the holders of the New Class B Shares.

Redemption by Holder

Holders of New Class B Shares will have the right to tender all or a portion of their New Class B Shares for cash for each New Class B Share equal to the NYSE closing price of one unit (subject to adjustment in the event of certain dilutive or other capital events by the New Corporation or the partnership as described above in “—Exchange by Holder—Adjustments to Reflect Certain Capital Events”) on the date of the request for redemption. Upon receipt of a request for redemption, we will have thirty (30) days to deliver the cash amount to the exchanging holder.

Restrictions on Transfer

The New Class B Shares may only be transferred to affiliates of the partnership.

Comparison of Rights of Holders of New Exchangeable Shares and Units

For a comparison of rights of holders of the New Exchangeable Shares and the partnership’s units, please see Item 10.B “Memorandum and Articles of Association—Comparison of Rights of Holders of our exchangeable shares and the Partnership’s Units” in our company’s Annual Report, which is incorporated by reference in this Circular.

Prior Sales

Upon formation of the New Corporation, Canada Holdco subscribed for 1 New Class B Share for a subscription price of $34.28, which was the closing price of a unit on the NYSE on October 2, 2024. The New Corporation is not expected to issue any other securities prior to the Effective Date.

54

Listing and Trading of New Exchangeable Shares

It is expected that the New Exchangeable Shares will commence trading shortly after the completion of the Arrangement under the symbol “BIPC”.

There is currently no public trading market for the New Exchangeable Shares. However, we have applied to have the New Exchangeable Shares listed on the NYSE and the TSX under the symbol “BIPC”. The TSX has conditionally approved the listing of the New Exchangeable Shares. Listing on the NYSE is subject to New Corporation fulfilling all of the requirements of the NYSE, and listing on the TSX is subject to New Corporation fulfilling all of the requirements of the TSX on or before the first trading day of the New Exchangeable Shares.

Board Committees

Following completion of the Arrangement, the New Corporation will have the following two standing committees of the board, which will assist in the effective functioning of the New Corporation’s board and help ensure that the views of independent directors are effectively represented:

The responsibilities of these committees will be set out in written charters, which will be reviewed and approved annually by the New Corporation’s board. Special committees may be formed from time to time to review particular matters or transactions. While the New Corporation’s board will retain overall responsibility for corporate governance matters, each standing committee will have specific responsibilities for certain aspects of corporate governance in addition to its other responsibilities, as described below.

Audit Committee

Following completion of the Arrangement, the New Corporation’s board will be required to establish and maintain at all times an audit committee that operates pursuant to a written charter. The audit committee will be required to consist solely of independent directors and each member must be financially literate and there will be at least one member designated as an audit committee financial expert. The audit committee will be responsible for assisting and advising the New Corporation’s board with matters relating to:

The audit committee will also be responsible for engaging our independent auditor, reviewing the plans and results of each audit engagement with our independent auditor, approving audit and non-audit services provided by our independent auditors, considering the fees charged by our independent auditors and reviewing the adequacy of our internal accounting controls.

The New Corporation’s board will adopt a written policy on auditor independence, or the pre-approval policy. Under the pre-approval policy, except in very limited circumstances, all audit and permitted non-audit services will be required to be pre-approved by the audit committee. The pre-approval policy will prohibit the auditors from providing the following types of non-audit services:

55

The pre-approval policy will permit the auditors to provide other types of non-audit services, but only if approved in advance by the audit committee, subject to limited exceptions. The pre-approval policy will also address issues relating to the disclosure of fees paid to the auditors.

The New Corporation’s audit committee will consist solely of independent directors, each of whom are persons determined by the New Corporation to be financially literate within the meaning of National Instrument 52-110 – Audit Committees. Each of the audit committee members will have the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the New Corporation’s financial statements.

Nominating and Governance Committee

Following completion of the Arrangement, the New Corporation’s board will be required to establish and maintain at all times a nominating and governance committee that operates pursuant to a written charter. The nominating and governance committee will be required to consist of a majority of independent directors.

The nominating and governance committee will be responsible for recommending the appointment by the sitting directors of a person to the office of director and for recommending a slate of nominees for election as directors by the New Corporation’s shareholders. The nominating and governance committee will also be responsible for assisting and advising the New Corporation’s board with respect to matters relating to the general operation of the board, the governance of the New Corporation and the performance of its board and individual directors. The nominating and governance committee will also be responsible for reviewing and making recommendations to the board of directors of the New Corporation concerning the remuneration of directors and committee members and supervising any changes in the fees to be paid pursuant to the Master Services Agreement.

Auditors, Transfer Agent and Registrar

Deloitte LLP is the auditor of New Corporation.

The transfer agent and registrar for the New Exchangeable Shares will be Computershare Trust Company of Canada, at its principal office in Toronto, Ontario, Canada.

56

INFORMATION CONCERNING THE PARTNERSHIP

Summary Information

The partnership is a Bermuda exempted limited partnership that was formed on May 21, 2007, under the provisions of the Exempted Partnership Act 1992 of Bermuda, as amended, and the Limited Partnership Act, 1883 of Bermuda, as amended. The partnership’s head and registered office is located at 73 Front Street, 5th Floor, Hamilton HM 12, Bermuda and the partnership’s telephone number at that address is +1 441 294-3304. The partnership was spun-off from Brookfield Asset Management Inc. (now Brookfield Corporation) and certain of its affiliates on January 31, 2008. The units are listed on the NYSE under the symbol “BIP” and the TSX under the symbol “BIP.UN”.

The partnership is a leading global infrastructure company that owns and operates high quality, long-life assets in the utilities, transport, midstream and data sectors across the Americas, Asia Pacific and Europe. Brookfield Infrastructure is focused on assets that have contracted and regulated revenues that generate predictable and stable cash flows. For additional information, please refer to the partnership’s Annual Report.

The partnership’s sole material assets are its managing general partnership interest and preferred limited partnership interest in the Holding LP. The partnership serves as the Holding LP’s managing general partner and has sole authority for the management and control of the Holding LP. The partnership anticipates that the only distributions that it will receive in respect of its managing general partnership interest and preferred limited partnership interest in the Holding LP will consist of amounts that are intended to assist the partnership in making distributions to holders of units in accordance with the partnership’s distribution policy, to holders of the partnership’s preferred limited partnership units in accordance with the terms of the partnership’s preferred limited partnership units and to allow the partnership to pay expenses as they become due. The declaration and payment of cash distributions by the partnership is at the discretion of the general partner of the partnership and subject to the solvency requirements under Bermuda law. The partnership is not required to make such distributions and neither the partnership nor the general partner of the partnership can assure you that the partnership will make such distributions as intended.

Description of Units

The units are non-voting limited partnership interests in the partnership. Holders of units are not entitled to the withdrawal or return of capital contributions in respect of the units, except to the extent, if any, that distributions are made to such holders pursuant to the partnership’s limited partnership agreement or upon the liquidation of the partnership as described in the partnership’s Annual Report or as otherwise required by applicable law. Except to the extent expressly provided in the partnership’s limited partnership agreement, a holder of units will not have priority over any other holder of units, either as to the return of capital contributions or as to profits, losses or distributions. The units rank junior to the partnership’s preferred limited partnership units with respect to priority in the payment of distributions and in the distribution of the assets of the partnership in the event of the liquidation, dissolution or winding-up of the partnership, whether voluntary or involuntary, as further described in the partnership’s Annual Report. Holders of units will not be granted any preemptive or other similar right to acquire additional interests in the partnership. In addition, holders of units do not have any right to have their units redeemed by the partnership. For a more detailed description of the units, please refer to the partnership’s Annual Report, as updated by the partnership’s subsequent filings with securities regulatory authorities in Canada that are incorporated by reference in this Circular. Certain material U.S. and Canadian federal income tax considerations related to such units are described in the partnership’s Annual Report.

Documents Incorporated by Reference

The following documents of the partnership, which have been filed with the securities regulatory authorities in Canada, are specifically incorporated by reference in, and form an integral part of, this Circular:

57

Any documents of the partnership of the type described in Section 11.1 of Form 44-101F1 — Short Form Prospectus (each as defined in National Instrument 41-101 — General Prospectus Requirements) filed by the partnership with the securities regulatory authorities in Canada after the date of this Circular will be deemed to be incorporated by reference in this Circular. Copies of the documents incorporated herein by reference may be obtained on request without charge from the office of the partnership’s Corporate Secretary at 73 Front Street, 5th Floor, Hamilton, HM 12, Bermuda, +1-441-294-3309, and are also available electronically at our company’s SEDAR+ profile at www.sedarplus.ca and our company’s EDGAR profile at www.sec.gov/edgar. Any statement contained in this Circular or in a document incorporated or deemed to be incorporated by reference in this Circular will be deemed to be modified or superseded for the purposes of this Circular to the extent that a statement contained in this Circular or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this Circular modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or includes any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Circular.

58

INFORMATION CONCERNING OUR COMPANY

Summary Information

Our company was incorporated under the Business Corporations Act (British Columbia) on August 30, 2019. Our head office is located at 250 Vesey Street, 15th Floor, New York NY 10281 and our registered office is located at 1055 West Georgia Street, Suite 1500, P.O Box 11117, Vancouver, British Columbia V6E 4N7.

Following the Effective Time, our company will be a subsidiary of Brookfield Infrastructure, it will be delisted from the TSX and NYSE and we will apply for it to cease to be a reporting issuer. Our company will also change its name to Brookfield Infrastructure Holdings Corporation.

Relationship with Brookfield Infrastructure

Our company will continue to hold its existing operations, and will retain its existing relationship and other agreements with Brookfield Infrastructure, including:

Except as otherwise described in this Circular, our relationship with Brookfield and Brookfield Infrastructure will remain substantially the same. For additional information, see Item 7.B “Related Party Transactions—Relationship with Brookfield” in our company’s Annual Report.

Share Capital

The following is a summary of certain provisions attaching to or affecting the class A.1 exchangeable shares, class A.2 exchangeable shares, class B shares and class C shares. This description is in all respects subject to and qualified in its entirety by applicable law and the provisions of the amended articles of our company, which are attached as Exhibit I to the Plan of Arrangement which is set out in Schedule A to the Arrangement Agreement, which is attached as Appendix B to this Circular.

The existing exchangeable shares will be replaced with class A.1 exchangeable shares and class A.2 exchangeable shares with the following terms:

59

The terms of the class B shares and class C shares of our company will remain substantially unchanged. The partnership will hold a 50% voting interest in our company through its indirect holding of 66^2/3 % of our company’s class B shares and the New Corporation will hold the other 50% of the voting rights through holding (i) 33^1/3% of the class B shares and (ii) all the class A.1 exchangeable shares, which are entitled to 25% of the voting rights of our company.

Additional details regarding the share capital of our company following the Arrangement are set out below.

Description of Class A.1 Exchangeable Shares

The class A.1 exchangeable shares will have terms that are substantially the same as the exchangeable shares, including with respect to the exchange mechanics, dividend rights, voting rights and rights on liquidation. Holders of class A.1 exchangeable shares will be entitled to one (1) vote per share. Each class A.1 exchangeable share will be structured with the intention of providing an economic return equivalent to a unit and the rights, privileges, restrictions and conditions attached to each class A.1 exchangeable share will be such that each class A.1 exchangeable share will be, as nearly as practicable, functionally and economically, equivalent to a New Exchangeable Share and a unit. In particular:

60

Description of Class A.2 Exchangeable Shares

Each class A.2 exchangeable share will be non-voting and structured with the intention of providing an economic return equivalent to a unit and the rights, privileges, restrictions and conditions attached to each class A.2 exchangeable share will be such that each class A.2 exchangeable share will be, as nearly as practicable, functionally and economically, equivalent to a New Exchangeable Share and a unit. In particular:

Each class A.2 exchangeable share held by the partnership or its subsidiaries will be convertible into a class A.1 exchangeable share or a class C share at the option of the holder.

Description of the Class B Shares

The class B shares will continue to be structured to provide the holders with control of our company. In particular:

61

Description of the Class C Shares

The class C shares will be unaffected by the Arrangement and will continue to be structured to provide the holders thereof with all of the residual value in our company. In particular:

Executive and Other Compensation

For a discussion of executive compensation matters relating to our company, see “Report on Executive Compensation” in the 2024 Annual Management Information Circular, which is incorporated by reference in this Circular.

Documents Incorporated by Reference

The following documents of our company, which have been filed with the securities regulatory authorities in Canada, are specifically incorporated by reference in, and form an integral part of, this Circular:

Any documents of our company of the type described in Section 11.1 of Form 44-101F1 — Short Form Prospectus and any template version of marketing materials (each as defined in National Instrument 41-101 — General Prospectus Requirements) filed by the partnership with the securities regulatory authorities in Canada

62

after the date of this Circular will be deemed to be incorporated by reference in this Circular. Copies of the documents incorporated herein by reference may be obtained on request without charge from the office of the partnership’s Corporate Secretary at 73 Front Street, 5th Floor, Hamilton, HM 12, Bermuda, +1-441-294-3309, and are also available electronically at our company’s SEDAR+ profile at www.sedarplus.ca and our company’s EDGAR profile at www.sec.gov/edgar. Any statement contained in this Circular or in a document incorporated or deemed to be incorporated by reference in this Circular will be deemed to be modified or superseded for the purposes of this Circular to the extent that a statement contained in this Circular or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this Circular modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or includes any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Circular.

63

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of Torys LLP, counsel to BIPC and the New Corporation, the following describes certain material Canadian federal income tax consequences with respect to the disposition of the exchangeable shares and the receipt, holding and disposition of the New Exchangeable Shares acquired by a holder pursuant to the Arrangement who as beneficial owner, and who at all relevant times, for the purposes of the Tax Act, (i) deals at arm’s length and is not affiliated with BIPC, New Corporation and the partnership and (ii) holds the exchangeable shares and will hold the New Exchangeable Shares received pursuant to the Arrangement as capital property (a “Holder”). Generally, such shares will be considered to be capital property to a Holder provided the Holder does not hold such shares in the course of carrying on a business of trading or dealing in securities and has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary is based upon the current provisions of the Tax Act and the regulations thereunder, and counsel’s understanding of the current administrative policies and assessing practices of the Canada Revenue Agency published in writing prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act and the regulations thereunder publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Proposed Amendments”), including the Proposed Amendments effective for taxation years beginning after 2024 with respect to “mutual fund corporations” for purposes of the Tax Act, and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law or administrative policy or assessing practice whether by legislative, administrative or judicial action or decision, nor does it take into account tax legislation or considerations of any province, territory or foreign jurisdiction, which may differ from those discussed herein.

This summary assumes that at all relevant times (i) the exchangeable shares are, and the New Exchangeable Shares will be, listed on a “designated stock exchange” in Canada for the purposes of the Tax Act (which currently includes the TSX), (ii) not more than 50% of the fair market value of an exchangeable share or a unit is, and not more than 50% of the fair market value of a New Exchangeable Share will be, attributable to one or more properties each of which is real property in Canada, a “Canadian resource property” or a “timber resource property”, and (iii) all or substantially all of the property of the New Corporation and the units of the partnership will not be “taxable Canadian property” (each as defined in the Tax Act). This summary also assumes that each of the partnership, BIPC and New Corporation is not a “tax shelter” or a “tax shelter investment”, each as defined in the Tax Act. However, no assurance can be given in this regard.

Following completion of the Arrangement, New Corporation will qualify as a “mutual fund corporation” as defined in the Tax Act. New Corporation intends to file the necessary election under the Tax Act so that it will be deemed to be a “public corporation” effective from the beginning of its first taxation year, and therefore can qualify as a “mutual fund corporation” throughout its first taxation year. In addition, New Corporation should continue to qualify as a “mutual fund corporation” for purposes of the Tax Act for taxation years beginning after 2024 having regard to the Proposed Amendments relating to “mutual fund corporations”.

To maintain its “mutual fund corporation” status, New Corporation will be required to comply with specific restrictions under the Tax Act regarding its activities and the investments held by it. New Corporation intends to qualify as a “mutual fund corporation” throughout each taxation year in which the New Exchangeable Shares are outstanding and this summary assumes that will be the case. If New Corporation were to cease to qualify as a “mutual fund corporation”, material, adverse tax consequences to New Corporation and the Holders may arise.

BIPC is currently, and will continue to be, a “mutual fund corporation” for the purposes of the Tax Act until the end of its current taxation year (including at the Effective Time). For its first taxation year starting after 2024, BIPC will cease to be a “mutual fund corporation” as a consequence of the Proposed Amendments. However, it is not expected that this loss of status would give rise to material, adverse tax consequences to either the Holders or New Corporation.

This summary also relies as to certain matters on a certificate of officers of New Corporation.

This summary is not applicable to a Holder: (i) an interest in which would be a “tax shelter investment” or who holds units or acquires exchangeable shares or New Exchangeable Shares as a “tax shelter investment”, (ii) that is a

64

“financial institution” for purposes of the “mark-to-market property” rules, (iii) that reports its “Canadian tax results” in a currency other than Canadian currency, (iv) that has entered or will enter into a “derivative forward agreement” in respect of the units, exchangeable shares or New Exchangeable Shares (each as defined in the Tax Act), (v) that receives dividends on exchangeable shares or New Exchangeable Shares as part of a “dividend rental arrangement”, (vi) that is a corporation resident in Canada and is, or becomes (or does not deal at arm’s length for purposes of the Tax Act with a corporation that is or becomes) as part of a transaction or event or series of transactions or events that includes the acquisition of the New Exchangeable Shares, controlled by a non-resident person or a group of non-resident persons not dealing with each other at arm’s length for purposes of section 212.3 of the Tax Act, or (vii) that is exempt from tax under Part I of the Tax Act. Furthermore, this summary is not applicable to a Holder that is a “controlling corporation” of BIPC or New Corporation (for purposes of subsection 191(1) of the Tax Act), a person with whom the controlling corporation does not deal at arm’s length or a partnership or trust of which the controlling corporation or person with whom the controlling corporation does not deal at arm’s length is a member or beneficiary for purposes of the Tax Act. Such Holders should consult their own tax advisors.

This summary is of a general nature only and is not, and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Holder, and no representation concerning the tax consequences to any particular Holder or prospective Holder are made. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, prospective Holders should consult their own tax advisors with respect to an investment in New Exchangeable Shares having regard to their particular circumstances.

Generally, for purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition or deemed disposition of an exchangeable share or a New Exchangeable Share must be expressed in Canadian currency. Amounts denominated in another currency must be converted into Canadian currency using the applicable rate of exchange (pursuant to the Tax Act) quoted by the Bank of Canada on the date such amounts arose, or such other rate of exchange as is acceptable to the CRA.

Taxation of Holders Resident in Canada

The following portion of the summary is applicable to a Holder who, at all relevant times, is resident or deemed to be resident in Canada under the Tax Act (a “Resident Holder”). Certain Resident Holders may be entitled to make, or may have already made, the irrevocable election permitted by subsection 39(4) of the Tax Act the effect of which may be to deem any exchangeable share and New Exchangeable Shares (and all other “Canadian securities”, as defined in the Tax Act) owned by such Resident Holders to be capital property in the taxation year in which the election is made and in all subsequent taxation years. Resident Holders whose exchangeable share or New Exchangeable Shares might not otherwise be considered to be capital property should consult their own tax advisors concerning this election.

Disposition of Exchangeable Shares Pursuant to the Arrangement

Unless a Resident Holder (other than a Resident Dissenter (as defined below)) includes any portion of the gain or loss otherwise determined in respect of the transfer of a Resident Holder’s exchangeable shares to New Corporation in computing its income for the taxation year in which the transfer occurs, on the transfer of a Resident Holder’s exchangeable shares in exchange for New Exchangeable Shares, such Resident Holder will be deemed to have disposed of all such exchangeable shares for proceeds of disposition equal to the Resident Holder’s aggregate adjusted cost base of such exchangeable shares immediately before the share transfer. The aggregate adjusted cost base of the New Exchangeable Shares received by such Resident Holder will be equal to the aggregate adjusted cost base immediately before the share transfer of the exchangeable shares so transferred. Accordingly, a Resident Holder will not realize a capital gain or a capital loss as a result of such transfer.

Where a Resident Holder includes any portion of the gain or loss otherwise determined in respect of the transfer in computing its income for the taxation year in which the transfer occurs, the Resident Holder will realize a capital gain (or capital loss) on the exchangeable shares to the extent that the Resident Holder’s aggregate proceeds of disposition for the exchangeable shares, net of any reasonable costs of disposition, exceed (or are less than) the aggregate adjusted cost base of the exchangeable shares to the Resident Holder immediately before the transfer. The Resident Holder’s proceeds of disposition for the exchangeable shares will be equal to the fair market value of the exchangeable shares so transferred. The Resident Holder’s aggregate adjusted cost base of the New Exchangeable Shares received by the Resident Holder on the transfer will also be equal to that fair market value. See the section titled “Certain Canadian

65

Federal Income Tax Considerations — Taxation of Holders Resident in Canada — Taxation of Capital Gains and Capital Losses” below.

Dissenting Resident Holders

A Resident Holder who validly exercises Dissent Rights and is entitled to be paid fair value for their exchangeable shares in accordance with the Arrangement (a “Resident Dissenter”) will be deemed to transfer their exchangeable shares to BIPC in consideration for an amount equal to the fair value of such exchangeable shares.

A Resident Dissenter who is entitled to be paid the fair value of their exchangeable shares by BIPC will be considered to have disposed of such exchangeable shares for proceeds of disposition equal to the amount received by the Resident Dissenter (other than any portion thereof that is interest awarded by a court). Such Resident Dissenters will realize a capital gain (or incur a capital loss) to the extent that such proceeds of disposition exceeds (or is less than) the aggregate of the adjusted cost base of the exchangeable shares to the Resident Dissenter immediately before their transfer to BIPC pursuant to the Arrangement and the Resident Dissenter’s reasonable costs of the disposition. See the section titled “Certain Canadian Federal Income Tax Considerations — Taxation of Holders Resident in Canada — Taxation of Capital Gains and Capital Losses” below.

Any interest awarded to a Resident Dissenter by a court will be included in the Resident Dissenter’s income for purposes of the Tax Act.

Dividends on the New Exchangeable Shares

Taxable dividends received on the New Exchangeable Shares by a Resident Holder will be included in computing the Resident Holder’s income.

Taxable dividends on the New Exchangeable Shares received by a Resident Holder that is an individual will be included in computing the Resident Holder’s income subject to the gross-up and dividend tax credit rules normally applicable under the Tax Act to taxable dividends received from taxable Canadian corporations. Such dividends will be eligible for the enhanced gross-up and dividend tax credit if New Corporation designates the dividends as “eligible dividends”. There may be limitations on New Corporation’s ability to designate taxable dividends as eligible dividends.

Subject to the potential application of subsection 55(2) of the Tax Act, dividends on the New Exchangeable Shares received by a Resident Holder that is a corporation (other than a “specified financial institution” for purposes of the Tax Act) will be included in the Resident Holder’s income and will generally be deductible by the Resident Holder in computing its taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat all or a portion of a taxable dividend received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

In the case of a Resident Holder that is a “specified financial institution”, taxable dividends received on the New Exchangeable Shares will be deductible in computing its taxable income only if either:

66

Notwithstanding the discussion above, during the period while the New Rights Agreement is in place, the New Exchangeable Shares will be subject to the “guaranteed share” provisions of the Tax Act. In the case of a Resident Holder of New Exchangeable Shares that is a corporation in respect of which dividends on the New Exchangeable Shares will be included in the Resident Holder’s income as a taxable dividend, such taxable dividends received on the New Exchangeable Shares during such period will be deductible in computing its taxable income only if, at the time of receipt of the taxable dividends by the corporation, (a) the New Exchangeable Shares are listed on a “designated stock exchange” for purposes of the Tax Act (which currently includes the TSX and NYSE); and (b) dividends are received in respect of not more than 10% of the issued and outstanding New Exchangeable Shares by (i) the particular corporation, (ii) persons with whom the particular corporation does not deal at arm’s length for purposes of the Tax Act, or (iii) partnerships or trusts of which the particular corporation or persons with whom it does not deal at arm’s length for purposes of the Tax Act, is a member or beneficiary.

Resident Holders should be aware that exchanges at the request of holders of New Exchangeable Shares may impact the percentage of New Exchangeable Shares held by such Resident Holders.

A Resident Holder of New Exchangeable Shares which is a corporation other than a “private corporation” or a “financial intermediary corporation” (each as defined in the Tax Act) will generally be subject to a 10% tax under Part IV.1 of the Tax Act in respect of any taxable dividends received by it on the New Exchangeable Shares to the extent that such taxable dividends are deductible in computing its taxable income.

A Resident Holder which is a “private corporation” (as defined in the Tax Act) or any other corporation controlled directly or indirectly by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts) may be liable to pay a refundable tax under Part IV of the Tax Act, generally imposed at the rate of 38 1/3%, on taxable dividends received on the New Exchangeable Shares, to the extent that such dividends are deductible in computing its taxable income. Where Part IV.1 tax also applies to a taxable dividend received by a corporation, the rate of Part IV tax payable by the corporation is reduced by the rate of Part IV.1 tax.

The amount of any dividend that New Corporation elects to pay from its “capital gains dividend account” as defined in the Tax Act (a “Capital Gains Dividend”) received by a Resident Holder of the New Exchangeable Shares from New Corporation will be considered to be a capital gain of such Holder from the disposition of capital property in the taxation year of the Resident Holder in which the Capital Gains Dividend is received.

Taxable dividends or Capital Gains Dividends paid to a Resident Holder that is an individual (other than certain trusts) may give rise to a liability for alternative minimum tax.

Resident Holders are urged to consult their own tax advisors as to the availability of a credit against their federal income tax liability or a deduction from income under the Tax Act in the event of any future U.S. federal withholding tax on dividends. For further information in this respect, see “Certain United States Federal Income Tax Considerations—Consequences to Non-U.S. Holders—Ownership and Disposition of New Exchangeable Shares”.

Redemptions, Exchanges and Other Dispositions of the New Exchangeable Shares

A Resident Holder who disposes of, or who is deemed to dispose of, a New Exchangeable Share, including a disposition to New Corporation (whether on a redemption by New Corporation, an exchange at the request of the Holder or otherwise), will realize a capital gain (or sustain a capital loss) equal to the amount by which the proceeds of disposition exceed (or are exceeded by) the aggregate of the Resident Holder’s adjusted cost base of such share and any reasonable costs of disposition. The Resident Holder’s proceeds of disposition for the New Exchangeable Share will be equal to the fair market value of such New Exchangeable Share. See “Certain Canadian Federal Income Tax Considerations—Taxation of Holders Resident in Canada—Taxation of Capital Gains and Capital Losses” below.

67

The cost to a Resident Holder of a unit received on the exchange of a New Exchangeable Share will equal the fair market value of the New Exchangeable Share for which it was exchanged at the time of the exchange. The adjusted cost base to a Resident Holder of units at any time will be determined by averaging the cost of such units with the adjusted cost base of any other units owned by the Resident Holder as capital property at the time.

For a description of the Canadian federal income tax considerations of holding and disposing of units, please see Item 10.E “Taxation — Certain Material Canadian Federal Income Tax Considerations” of the partnership’s Annual Report.

Taxation of Capital Gains and Capital Losses

Subject to the Capital Gains Proposals (as defined below), one-half of a capital gain realized by a Resident Holder in a taxation year generally must be included in income as a taxable capital gain. One-half of a capital loss realized by a Resident Holder in a taxation year generally must be deducted as an “allowable capital loss” against taxable capital gains realized in the year. Allowable capital losses in excess of taxable capital gains realized in a taxation year may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years in accordance with the provisions of the Tax Act.

Proposed Amendments related to the capital gains inclusion rate (the “Capital Gains Proposals”) would increase a Resident Holder’s capital gains inclusion rate for a taxation year ending after June 24, 2024, from one-half to two-thirds, subject to a transitional rule applicable for a Resident Holder’s 2024 taxation year that would reduce the capital gains inclusion rate for that taxation year to, in effect, one-half for net capital gains realized before June 25, 2024. The Capital Gains Proposals also include provisions that would, generally, offset the increase in the capital gains inclusion rate for up to $250,000 of net capital gains realized (or deemed to be realized) by Resident Holders that are individuals (including certain trusts) in the year that are not offset by net capital losses carried back or forward from another taxation year. The Capital Gains Proposals also provide that capital losses realized prior to June 25, 2024, which are deductible against capital gains included in income for the 2024 or subsequent taxation years will offset an equivalent capital gain regardless of the inclusion rate which applied at the time such capital losses were realized. Resident Holders should consult their own tax advisors with respect to the Capital Gains Proposals.

The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition of a New Exchangeable Share may be reduced by the amount of any deductible dividends received or deemed to be received by the Resident Holder on such New Exchangeable Share to the extent and under the circumstances described in the Tax Act. Similar rules may apply where a New Exchangeable Share is owned by a partnership or trust of which a corporation, partnership or trust is a member or beneficiary. Such Resident Holders should consult their own advisors.

A taxable capital gain realized by a Resident Holder that is an individual (other than certain trusts) may give rise to a liability for alternative minimum tax.

Additional Refundable Tax

A Resident Holder that is throughout its taxation year a “Canadian-controlled private corporation” (as defined in the Tax Act), or is, at any time in the taxation year, a “substantive CCPC” (as defined in the Tax Act) will be liable to pay an additional tax (refundable in certain circumstances) on its “aggregate investment income”, which includes an amount in respect of net taxable capital gains and interest. Resident Holders are advised to consult their own tax advisors in this regard.

Eligibility for Investment

Based on the current provisions of the Tax Act, provided that the New Exchangeable Shares are listed on a “designated stock exchange” as defined in the Tax Act (which currently includes the TSX and the NYSE), the New Exchangeable Shares will be “qualified investments” under the Tax Act for a trust governed by a tax-free savings account (“TFSA”), first home savings account (“FHSA”), registered disability savings plan (“RDSP”), registered retirement savings plan (“RRSP”), registered retirement income fund (“RRIF”), registered education savings plan (“RESP”), or deferred profit sharing plan.

68

Notwithstanding the foregoing, the holder of a TFSA, FHSA or RDSP, the annuitant under an RRSP or RRIF or the subscriber of an RESP, as the case may be, will be subject to a penalty tax if such New Exchangeable Shares held in the TFSA, FHSA, RDSP, RRSP, RRIF or RESP are a “prohibited investment” (as defined in subsection 207.01(1) of the Tax Act) for the TFSA, FHSA, RDSP, RRSP, RRIF or RESP, as the case may be. Generally, the New Exchangeable Shares will not be a “prohibited investment” if the holder of the TFSA, FHSA or RDSP, the annuitant under the RRSP or RRIF or the subscriber of the RESP, as applicable, deals at arm’s length with New Corporation for purposes of the Tax Act and does not have a “significant interest”, as defined in the Tax Act for purposes of the “prohibited investment” rules in section 207.01 of the Tax Act, in New Corporation. Any such holder, annuitant or subscriber should be aware that exchanges at the request of holders of New Exchangeable Shares may impact the percentage of total New Exchangeable Shares held by such holders, annuitants or subscribers.

Holders of TFSAs, FHSAs or RDSPs, annuitants under RRSPs or RRIFs and subscribers of RESPs should consult their own tax advisors as to whether such New Exchangeable Shares will be such a “prohibited investment”, including with respect to whether the New Exchangeable Shares would be “excluded property” for purposes of such rules in their particular circumstances.

Taxation of Holders Not Resident in Canada

The following portion of the summary is generally applicable to a Holder who, at all relevant times, for the purposes of the Tax Act, is not, and is not deemed to be, resident in Canada and does not use or hold the New Exchangeable Shares in a business carried on in Canada (a “Non-Resident Holder”). Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer that carries on an insurance business in Canada and elsewhere.

Disposition of Exchangeable Shares Pursuant to the Arrangement

A Non-Resident Holder will not be subject to tax under the Tax Act on the disposition of exchangeable shares pursuant to the Arrangement unless the exchangeable shares are “taxable Canadian property” of the Non-Resident Holder for purposes of the Tax Act at the time of the disposition and the Non-Resident Holder is not entitled to relief under an applicable income tax convention between Canada and the country in which the Non-Resident Holder is resident.

Generally, the exchangeable shares will not constitute “taxable Canadian property” of a Non-Resident Holder at the time of the Arrangement provided that BIPC is a mutual fund corporation unless, at any particular time during the sixty (60)-month period that ends at that time, both of the following conditions are met concurrently: (a) 25% or more of the issued shares of any class of the capital stock of BIPC were owned by or belonged to one or any combination of (i) the Non-Resident Holder, (ii) persons with whom the Non-Resident Holder did not deal at arm’s length for purposes of the Tax Act, and (iii) partnerships in which the Non-Resident Holder or a person described in (ii) holds a membership interest directly or indirectly through one or more partnerships; and (b) more than 50% of the fair market value of the exchangeable shares was derived, directly or indirectly, from one or any combination of: (i) real or immovable property situated in Canada, (ii) “Canadian resource properties” (as defined in the Tax Act), (iii) “timber resource properties” (as defined in the Tax Act), and (iv) options in respect of, or interests in, or for civil law rights in, property described in any of (b)(i) to (iii), whether or not the property exists. BIPC expects that, at the Effective Time, the condition in (b) will not be met such that the exchangeable shares are not expected to be “taxable Canadian property” to a Non-Resident Holder.

Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, the exchangeable shares may be deemed to be “taxable Canadian property.” Non-Resident Holders for whom exchangeable shares may constitute “taxable Canadian property” should consult their own tax advisors.

Dissenting Non-Resident Holders

A Non-Resident Holder that validly exercises Dissent Rights and is entitled to be paid fair value for their exchangeable shares in accordance with the Arrangement (a “Non-Resident Dissenter”) will be deemed to transfer such exchangeable shares to BIPC in consideration for an amount equal to the fair value of such exchangeable shares.

69

As discussed above under “Certain Canadian Federal Income Tax Considerations—Taxation of Holders Not Resident in Canada—Disposition of Exchangeable Shares Pursuant to the Arrangement”, a Non-Resident Dissenter will not be subject to tax under the Tax Act on any capital gain, or be entitled to deduct any capital loss, realized by such Non-Resident Dissenter on the disposition of exchangeable shares unless the exchangeable shares constitute “taxable Canadian property” and are not “treaty-protected property” (each as defined in the Tax Act) of the Non-Resident Dissenter at the time of disposition.

Any interest paid or credited to a Non-Resident Dissenter in respect of the exercise of Dissent Rights will not be subject to Canadian withholding tax, provided that such interest is not “participating debt interest” (as defined in the Tax Act). Non-Resident Holders should consult their own tax advisors in this regard.

Dividends on the New Exchangeable Shares

Dividends, other than Capital Gains Dividends, paid or credited on the New Exchangeable Shares or deemed to be paid or credited on the New Exchangeable Shares to a Non-Resident Holder will be subject to Canadian withholding tax at a rate of 25%, subject to any reduction in the rate of withholding to which the Non-Resident Holder is entitled under any applicable income tax convention between Canada and the country in which the Non-Resident Holder is resident.

The same Canadian withholding tax consequences apply to a Capital Gains Dividend to the extent of the lesser of the amount of the dividend received by the Non-Resident Holder and the Non-Resident Holder’s portion (as determined under the Tax Act) of the “TCP gains balance” (as defined in the Tax Act) of New Corporation, unless 5% or less of the dividend is received by or on behalf of shareholders each of whom is a non-resident person or is a partnership that is not a “Canadian partnership” for purposes of the Tax Act. In general, New Corporation’s “TCP gains balance” is the amount of New Corporation’s net capital gains from dispositions of “taxable Canadian property” (as defined in the Tax Act), minus an amount of certain dividends paid previously relating to such net capital gains. New Corporation expects that it will not dispose of any “taxable Canadian property” in circumstances that would give rise to a “TCP gains balance”. Capital Gains Dividends are otherwise not subject to Canadian withholding tax and Capital Gains Dividends received by a Non-Resident Holder will be considered to be a capital gain of the Non-Resident Holder from the disposition of capital property in the taxation year of the Non-Resident Holder in which the Capital Gains Dividend is received. The Non-Resident Holder will not be subject to tax under the Tax Act in respect of such a Capital Gains Dividend.

Redemptions, Exchanges and Other Dispositions of the New Exchangeable Shares

A Non-Resident Holder will not be subject to tax under the Tax Act on a disposition or deemed disposition of New Exchangeable Shares unless the New Exchangeable Shares are “taxable Canadian property” of the Non-Resident Holder for purposes of the Tax Act at the time of the disposition and the Non-Resident Holder is not entitled to relief under an applicable income tax convention between Canada and the country in which the Non-Resident Holder is resident.

Generally, the New Exchangeable Shares will not constitute “taxable Canadian property” of a Non-Resident Holder at a particular time provided that New Corporation is a mutual fund corporation unless, at any particular time during the sixty (60)-month period that ends at that time, both of the following conditions are met concurrently: (a) 25% or more of the issued shares of any class of the capital stock of New Corporation were owned by or belonged to one or any combination of (i) the Non-Resident Holder, (ii) persons with whom the Non-Resident Holder did not deal at arm’s length for purposes of the Tax Act, and (iii) partnerships in which the Non-Resident Holder or a person described in (ii) holds a membership interest directly or indirectly through one or more partnerships; and (b) more than 50% of the fair market value of the New Exchangeable Shares was derived, directly or indirectly, from one or any combination of: (i) real or immovable property situated in Canada, (ii) “Canadian resource properties” (as defined in the Tax Act), (iii) “timber resource properties” (as defined in the Tax Act), and (iv) options in respect of, or interests in, or for civil law rights in, property described in any of (b)(i) to (iii), whether or not the property exists. New Corporation does not expect that that the condition in (b) will be met at any relevant time such that the New Exchangeable Shares are not expected to be “taxable Canadian property” to a Non-Resident Holder.

70

Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, the New Exchangeable Shares may be deemed to be “taxable Canadian property.” Non-Resident Holders for whom New Exchangeable Shares may constitute “taxable Canadian property” should consult their own tax advisors.

The cost to a Non-Resident Holder of a unit received on the exchange of a New Exchangeable Share will equal the fair market value of the New Exchangeable Share for which it was exchanged at the time of the exchange. The adjusted cost base to a Non-Resident Holder of units at any time will be determined by averaging the cost of such units with the adjusted cost base of any other units owned by the Non-Resident Holder as capital property at the time.

For a description of the Canadian federal income tax considerations of holding and disposing of units, please see Item 10.E “Taxation — Certain Material Canadian Federal Income Tax Considerations” of the partnership’s Annual Report.

71

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain material U.S. federal income tax consequences generally applicable to U.S. Holders and Non-U.S. Holders (each as defined below) relating to the Arrangement and to the ownership and disposition of the New Exchangeable Shares received pursuant to the Arrangement. This summary is based on provisions of the Code, on the Treasury Regulations promulgated thereunder (“Treasury Regulations”), and on published administrative rulings, judicial decisions, and other applicable authority, all as in effect on the date hereof and all of which are subject to change at any time, possibly with retroactive effect. The summary assumes that U.S. Holders and Non-U.S. Holders hold their New Exchangeable Shares as “capital assets” within the meaning of the Code (generally, property held for investment). This summary does not address U.S. Holders that receive cash other than in U.S. dollars upon their exercise of Dissent Rights in the Arrangement. This summary should be read in conjunction with the discussion of the principal U.S. federal income tax considerations associated with the operations of BIP and the purchase, ownership, and disposition of BIP units set forth in Item 10.E “Taxation — Certain Material U.S. Federal Income Tax Considerations” and Item 3.D “Risk Factors — Risks Related to Taxation” in BIP’s Annual Report. The following summary is limited as described in Item 10.E “Taxation — Certain Material U.S. Federal Income Tax Considerations” in BIP’s Annual Report and as described herein.

This summary is necessarily general and may not apply to all categories of Shareholders, some of whom may be subject to special rules, including, without limitation:

72

This summary does not address the consequences to U.S. Holders who receive distributions on exchangeable shares or New Exchangeable Shares other than in U.S. dollars. The actual tax consequences of the Arrangement and the ownership and disposition of New Exchangeable Shares received pursuant to the Arrangement will vary, depending on a holder’s individual circumstances.

Under Section 367(a) of the Code and the Treasury Regulations thereunder, special rules may apply to a U.S. Holder that actually or constructively owns 5% or more, by vote or value, of the issued and outstanding stock of New Corporation within the meaning of Treasury Regulation Section 1.367(a)-3(b)(1)(i) immediately after the Arrangement. Any such U.S. Holder is urged to consult its tax adviser regarding the U.S. federal income tax consequences of the Arrangement with regard to the holder’s particular circumstances.

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of exchangeable shares that is for U.S. federal tax purposes: (i) an individual citizen or resident of the United States; (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust (a) the primary supervision of which is subject to a court within the United States and all substantial decisions of which one or more U.S. persons have the authority to control or (b) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. A “Non-U.S. Holder” is a beneficial owner of exchangeable shares, other than a U.S. Holder or an entity classified as a partnership (including for this purpose any arrangement or entity that is classified as a partnership for U.S. federal income tax purposes).

If a partnership, including for this purpose any arrangement or entity that is classified as a partnership for U.S. federal income tax purposes, holds exchangeable shares or, upon the completion of the Arrangement, New Exchangeable Shares, the tax treatment of a partner in such partnership generally will depend upon the status of the partner and the activities of such partnership. Holders that are partnerships for U.S. federal income tax purposes and the partners of such partnerships are urged to consult their tax advisers regarding the U.S. federal income tax consequences of the Arrangement and the ownership and disposition of New Exchangeable Shares received pursuant to the Arrangement.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. SHAREHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISERS REGARDING THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE ARRANGEMENT AND, AFTER THE COMPLETION OF THE ARRANGEMENT, THE OWNERSHIP AND DISPOSITION OF NEW EXCHANGEABLE SHARES WITH RESPECT TO THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE U.S. FEDERAL TAX LAWS OTHER THAN THOSE PERTAINING TO INCOME TAX, INCLUDING ESTATE OR GIFT TAX LAWS, OR UNDER ANY STATE, LOCAL OR NON-U.S. TAX LAWS OR ANY APPLICABLE INCOME TAX TREATY.

The following discussion assumes that the Arrangement will be consummated as described in the Arrangement Agreement and this Circular.

Partnership Status of BIP and the Holding LP

Each of BIP and the Holding LP has made a protective election to be classified as a partnership for U.S. federal tax purposes. An entity that is treated as a partnership for U.S. federal tax purposes generally incurs no U.S. federal income tax liability. Instead, each partner of a partnership is generally required to take into account its allocable share of items of income, gain, loss, deduction, or credit of such partnership in computing its U.S. federal income tax liability, regardless of whether cash distributions are made. Distributions of cash by a partnership to a partner generally are not taxable unless the amount of cash distributed to a partner is in excess of the partner’s adjusted basis in its partnership interest.

An entity that would otherwise be classified as a partnership for U.S. federal income tax purposes may nonetheless be taxable as a corporation if it is a “publicly traded partnership”, unless an exception applies. BIP units are publicly

73

traded. However, an exception, referred to as the “Qualifying Income Exception”, exists with respect to a publicly traded partnership if (i) at least 90% of such partnership’s gross income for every taxable year consists of “qualifying income” and (ii) such partnership would not be required to register under the Investment Company Act of 1940 if it were a U.S. corporation. Qualifying income includes certain interest income, dividends, real property rents, gains from the sale or other disposition of real property, and any gain from the sale or disposition of a capital asset or other property held for the production of income that otherwise constitutes qualifying income.

We understand that the general partner of BIP intends to manage the affairs of BIP and the Holding LP so that BIP will meet the Qualifying Income Exception in each taxable year. Accordingly, we understand that the general partner of BIP believes that BIP will be treated as a partnership and not as a corporation for U.S. federal income tax purposes. The remainder of this summary assumes that BIP and the Holding LP will be treated as partnerships for U.S. federal income tax purposes.

Characterization of the New Exchangeable Shares

The U.S. federal income tax consequences of the Arrangement and the ownership and disposition of the New Exchangeable Shares received pursuant to the Arrangement depend, in part, on whether the exchangeable shares and the New Exchangeable Shares are, for U.S. federal income tax purposes, treated as stock of BIPC and New Corporation, respectively, and not as interests in BIP. It is the opinion of Torys LLP that, based upon the Code, Treasury Regulations, published revenue rulings, court decisions, and certain factual statements and representations made by BIPC, New Corporation, the general partner of BIP, and Brookfield Corporation, as of the date hereof, the exchangeable shares should be treated as stock of BIPC and the New Exchangeable Shares should be treated as stock of New Corporation for U.S. federal income tax purposes. However, there is no direct authority regarding the proper U.S. federal income tax treatment of securities similar to the exchangeable shares or the New Exchangeable Shares. An opinion of counsel with respect to an issue represents counsel’s best judgment as to the outcome on the merits with respect to such issue, is not binding on the Internal Revenue Service (“IRS”) or the courts, and provides no assurance that the IRS will not assert a contrary position with respect to such issue or that a court would not sustain such a position if asserted by the IRS. If the exchangeable shares or the New Exchangeable Shares are not treated as stock of BIPC or New Corporation, respectively, and, in either case, are instead treated as BIP units, then the U.S. federal income tax consequences of the Arrangement and the ownership and disposition of the New Exchangeable Shares received pursuant to the Arrangement could differ materially and adversely from the consequences described herein. Based on the foregoing opinion of Torys LLP, the remainder of this summary assumes that the exchangeable shares will be treated as stock of BIPC and the New Exchangeable Shares will be treated as stock of New Corporation for U.S. federal income tax purposes.

General

Subject to the limitations and qualifications described above under “Certain United States Federal Income Tax Considerations” and herein, the following discussion under the headings “Certain United States Federal Income Tax Considerations—Consequences to U.S. Holders” and “Certain United States Federal Income Tax Considerations—Consequences to Non-U.S. Holders” constitutes the opinion of Torys LLP, tax counsel to BIPC and New Corporation, as to certain material U.S. federal income tax consequences to U.S. Holders and Non-U.S. Holders of the Arrangement and the ownership and disposition of New Exchangeable Shares received pursuant to the Arrangement. This opinion is based upon and subject to customary assumptions, qualifications, limitations, and representations from New Corporation, BIPC, Brookfield Corporation, and the general partner of BIP, as well as certain covenants and undertakings by the foregoing entities. Among other things, this opinion assumes the absence of relevant changes in fact or law between the date of this Circular and the dates on which the Arrangement is completed. If any of the assumptions, qualifications, limitations, representations, covenants, or undertakings is incorrect, incomplete, or inaccurate, or is violated, then the validity of this opinion may be affected, and the U.S. federal income tax consequences could differ, perhaps substantially, from those described in this Circular. An opinion of counsel represents counsel’s best legal judgment, but it does not bind the IRS or any court. Accordingly, notwithstanding this opinion, there can be no assurance that the IRS will not assert a position contrary to one or more of the conclusions set forth herein or that a court would not sustain such a challenge, in which case the U.S. federal income tax consequences to holders of exchangeable shares could differ materially and adversely from the U.S. federal income tax consequences described below.

74

Consequences to U.S. Holders

Exchange of Exchangeable Shares for New Exchangeable Shares Pursuant to the Arrangement

The exchange of exchangeable shares for New Exchangeable Shares pursuant to the Arrangement (the “Share Exchange”), taken together with certain related transfers pursuant to the Arrangement, should qualify as a transfer described in Section 351 of the Code. Accordingly, subject to the discussion below regarding the receipt of exchange rights and the treatment of nonqualified preferred stock, a U.S. Holder who receives New Exchangeable Shares in the Share Exchange:

If the Share Exchange fails to qualify as a transfer described in Section 351 of the Code, then a U.S. Holder who receives New Exchangeable Shares in the Share Exchange generally would recognize capital gain or loss, for U.S. federal income tax purposes, equal to the difference between (i) the fair market value as of the closing date of the New Exchangeable Shares received and (ii) the holder’s adjusted tax basis in the exchangeable shares surrendered in exchange therefor. Each U.S. Holder is urged to consult its tax adviser regarding the U.S. federal income tax consequences of the Share Exchange to such holder under Section 351 of the Code, in light of the holder’s particular circumstances.

In addition to the above consequences, if, contrary to expectation, BIPC were classified for U.S. federal income tax purposes as a passive foreign investment company (“PFIC”) during a U.S. Holder’s holding period for its exchangeable shares, then the PFIC rules generally would apply to the holder’s exchange of exchangeable shares for New Exchangeable Shares pursuant to the Arrangement. Under certain proposed Treasury Regulations, which would apply retroactively if finalized as proposed, a U.S. shareholder of stock of a PFIC generally does not recognize gain if, pursuant to certain nonrecognition transactions (which include transfers described in Section 351 of the Code), such PFIC stock is exchanged for stock of a different corporation (such as New Corporation) (i) that is treated as a PFIC for its taxable year that includes the day after the exchange or (ii) that owns directly or indirectly stock of the transferred PFIC, but only to the extent that the shareholder is treated for U.S. federal income tax purposes as indirectly owning after the transfer at least as great an interest in the transferred PFIC (by value) as the shareholder owned before the transfer. Based on its expected income, assets, and activities, BIPC does not expect to be classified as a PFIC for the current taxable year, nor does it believe that it was a PFIC for a previous taxable year. However, the PFIC determination is based on the application of complex U.S. federal income tax rules and depends upon the composition of a corporation’s income and assets and the nature of its activities from time to time, and Torys LLP has rendered no opinion as to BIPC’s classification under the PFIC rules or as to the application of the proposed Treasury Regulations. U.S. Holders are urged to consult their tax advisers regarding the potential for the PFIC rules to apply to the Share Exchange in light of their particular circumstances.

Receipt of Exchange Rights. In certain circumstances, the exchange right component of exchangeable stock is treated as separate property other than stock. An exchange right that is not a component of exchangeable stock, such as the secondary exchange right, may also be treated as separate property. Separate property other than stock is treated as “boot” in an exchange pursuant to Section 351 of the Code. The Share Exchange is intended to be an exchange described in Section 351 of the Code. However, the IRS announced in published guidance that, where an exchange right component of exchangeable stock is exercisable solely against the issuing corporation, it is not boot, but the exchange right is boot if it may be exercised against the corporation into whose stock the exchangeable stock is exchangeable. The terms of the exchange right in respect of the New Exchangeable Shares permit a holder of New Exchangeable Shares to exercise the right to exchange New Exchangeable Shares for BIP units or cash solely against New Corporation. Accordingly, based on the IRS guidance, the exchange right should not be treated as taxable “boot” for U.S. federal income tax purposes. However, this tax treatment is not free from doubt, because the facts relating to the exchange right differ in certain respects from the IRS guidance. The secondary exchange right, on the other hand,

75

is exercisable solely against Brookfield Corporation (and not BIPC or BIP). Based on this distinction, and taking into account the IRS guidance, New Corporation intends to take the position that the secondary exchange right constitutes separate property treated as taxable boot.

If the Share Exchange, taken together with certain related transfers, qualifies as a transfer described in Section 351 of the Code, and the exchange rights and secondary exchange rights are treated as taxable boot (and the New Exchangeable Shares are not treated as nonqualified preferred stock, as discussed below), then a U.S. Holder that exchanges exchangeable shares for New Exchangeable Shares generally would recognize any gain to the extent of the fair market value of the exchange rights in the Share Exchange, but no loss would be permitted to be recognized. Notwithstanding the foregoing, New Corporation believes that both the exchange rights and the secondary exchange rights received by U.S. Holders pursuant to the Share Exchange will have only nominal value and, therefore, that their receipt will not result in any material U.S. federal income tax consequences, regardless of whether such rights constitute taxable boot. It is possible, however, that the IRS could take the position that the exchange rights or the secondary exchange rights constitute boot with greater than nominal value, and that a court would sustain such an IRS challenge. Each U.S. Holder is urged to consult its tax adviser regarding the U.S. federal income tax consequences of receiving exchange rights and secondary exchange rights pursuant to the Share Exchange.

Nonqualified Preferred Stock. Even if the Share Exchange qualifies as a transfer described in Section 351 of the Code, if the New Exchangeable Shares are deemed to constitute “nonqualified preferred stock” under Section 351(g) of the Code, then the receipt of New Exchangeable Shares in the Share Exchange generally should be fully taxable to a U.S. Holder for U.S. federal income tax purposes. In such case, a U.S. Holder generally should recognize capital gain or loss for U.S. federal income tax purposes at the time of the Share Exchange. Such gain or loss generally should equal the difference between (i) the fair market value of the New Exchangeable Shares received and (ii) the holder’s adjusted tax basis in the exchangeable shares surrendered in exchange therefor. This gain or loss generally should be long-term capital gain or loss if, as of the effective time of the Share Exchange, the holding period for the surrendered exchangeable shares is more than one year. If a U.S. Holder purchased blocks of exchangeable shares in different transactions, then the holder must calculate gain or loss separately for each block of shares.

Nonqualified preferred stock generally includes preferred stock if the holder of such stock has the right, exercisable within the 20-year period beginning on the issue date, to require the issuer or a related person to redeem or purchase the stock. Since holders of New Exchangeable Shares have the right to require New Corporation to redeem the New Exchangeable Shares in exchange for BIP units or their cash equivalent, the question of whether the New Exchangeable Shares are nonqualified preferred stock turns upon whether the New Exchangeable Shares will be considered preferred stock. Preferred stock for this purpose is stock which is limited and preferred as to dividends and does not participate in corporate growth to any significant extent. The legislative history of Section 351 of the Code provides that stock that is convertible or exchangeable into stock of a corporation other than the issuer (including, for example, stock of a parent corporation or other related corporation) is not considered to be stock that participates in corporate growth to any significant extent. It is not entirely clear whether the intent of this statement is that stock with such an exchange privilege is not considered to participate in corporate growth, or simply that this exchange feature is not taken into account in determining whether the stock participates in corporate growth.

There is no direct authority interpreting what type of stock is considered limited and preferred as to dividends and does not participate in corporate growth to any significant extent within the meaning of Section 351(g). Certain features of the New Exchangeable Shares, however, support a determination that the New Exchangeable Shares are not preferred stock. Specifically, it is expected that dividends on the New Exchangeable Shares will be declared and paid at the same time as distributions are declared and paid on the BIP units, to provide holders of New Exchangeable Shares with an economic return equivalent to the economic return on BIP units. Such distributions on BIP units are expected to be based to a significant extent on distributions BIP receives indirectly with respect to equity interests in the Brookfield Infrastructure Holding Entities, as well as BIPC. As a result of these indirect distributions, and taking into account the expected equivalence of distributions on New Exchangeable Shares and distributions on BIP units, as well as the value of BIPC in proportion to the value of BIP, the New Exchangeable Shares may be considered to participate in New Corporation’s corporate growth to a significant extent by reason of the common investment by New Corporation and BIP (indirectly through affiliates) in BIPC. Nor should the New Exchangeable Shares more generally be treated as limited and preferred as to dividends within the meaning of Section 351(g), because the terms of the New Exchangeable Shares impose no limit on the amount of dividends declared, other than to limit such amount

76

to the corresponding distributions declared and paid on an equal number of BIP units, the value of which can be expected to reflect the growth of our group as a whole.

Based on the foregoing facts and circumstances, and taking into account certain factual statements and representations made by New Corporation, BIPC, the general partner of BIP, and Brookfield Corporation, as of the date hereof, it is the opinion of Torys LLP that the New Exchangeable Shares should not be treated as nonqualified preferred stock within the meaning of Section 351(g) of the Code. However, there is no direct authority regarding the proper U.S. federal income tax treatment of securities similar to the New Exchangeable Shares. An opinion of counsel with respect to an issue represents counsel’s best judgment as to the outcome on the merits with respect to such issue, does not bind the IRS or the courts, and provides no assurance that the IRS will not assert a contrary position or that a court would not sustain such a position if asserted by the IRS. Each U.S. Holder is urged to consult its tax adviser regarding the potential for the New Exchangeable Shares to be treated as nonqualified preferred stock.

U.S. Holders Exercising Dissent Rights Pursuant to the Arrangement

A U.S. Holder that exercises Dissent Rights pursuant to the Arrangement and is paid cash in exchange for all of its exchangeable shares generally will recognize gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received by the holder in exchange for exchangeable shares (other than amounts, if any, that are or are deemed to be interest for U.S. federal income tax purposes, which amounts will be taxable as ordinary income) and (ii) the holder’s adjusted tax basis in such exchangeable shares surrendered. Subject to the potential application of the rules described below under the heading “Certain United States Federal Income Tax Considerations—Consequences to U.S. Holders—Ownership and Disposition of New Exchangeable Shares—Passive Foreign Investment Company Considerations” with respect to BIPC, such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the holder’s holding period for the exchangeable shares exceeds one year at the time of the completion of the Arrangement. Gain or loss recognized by a U.S. Holder generally will be treated as U.S.-source gain or loss for foreign tax credit limitation purposes. Long-term capital gains of non-corporate U.S. Holders generally are taxed at preferential rates. The deductibility of capital losses is subject to limitations.

Ownership and Disposition of New Exchangeable Shares

Taxation of Distributions. Subject to the discussion below under the heading “Certain United States Federal Income Tax Considerations—Consequences to U.S. Holders—Ownership and Disposition of New Exchangeable Shares—Passive Foreign Investment Company Considerations”, the gross amount of a distribution paid to a U.S. Holder with respect to New Exchangeable Shares (including amounts withheld to pay Canadian withholding taxes) will be included in the holder’s gross income as a dividend to the extent paid out of New Corporation’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent that the amount of a distribution exceeds New Corporation’s current and accumulated earnings and profits, it will be treated first as a tax-free return of a U.S. Holder’s tax basis in its New Exchangeable Shares, and to the extent the amount of the distribution exceeds the holder’s tax basis, the excess will be taxed as capital gain.

Dividends received by individuals and other non-corporate U.S. Holders with respect to New Exchangeable Shares readily tradable on the NYSE generally will be subject to tax at preferential rates applicable to long-term capital gains, provided that such holders meet certain holding period and other requirements and New Corporation is not treated as a PFIC for U.S. federal income tax purposes for the taxable year in which the dividend is paid or for the preceding taxable year. Dividends on New Exchangeable Shares generally will not be eligible for the dividends-received deduction allowed to corporations. Each U.S. Holder is urged to consult its tax adviser regarding the application of the relevant rules in light of such holder’s particular circumstances.

Dividends paid by New Corporation generally will constitute foreign-source income for foreign tax credit limitation purposes. A U.S. Holder may be entitled to deduct or credit any Canadian withholding taxes on dividends in determining its U.S. income tax liability, subject to certain limitations (including that the election to deduct or credit foreign taxes applies to all of the U.S. Holder’s foreign taxes for a particular tax year). The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. Dividends distributed by New Corporation with respect to New Exchangeable Shares generally will constitute “passive category income”. The rules governing the foreign tax credit are complex. Each U.S. Holder is urged to consult its tax adviser regarding the availability of the foreign tax credit with respect to such holder’s particular circumstances.

77

Sale, Redemption, Exchange, or Other Taxable Disposition of New Exchangeable Shares. Subject to the discussion below under the headings “Certain United States Federal Income Tax Considerations — Consequences to U.S. Holders — Ownership and Disposition of New Exchangeable Shares — Exercise of the BIP Call Right” and “Certain United States Federal Income Tax Considerations — Consequences to U.S. Holders — Ownership and Disposition of New Exchangeable Shares — Passive Foreign Investment Company Considerations”, a U.S. Holder generally will recognize capital gain or loss upon a sale, redemption, exchange at the request of the holder (other than a redemption or exchange that is treated as a distribution, as discussed below), or other taxable disposition of the New Exchangeable Shares equal to the difference between the amount realized upon the disposition and the holder’s adjusted tax basis in the New Exchangeable Shares so disposed. The amount realized will equal the amount of cash, if any, plus the fair market value of any property (such as BIP units) received. Any such capital gain or loss will be long-term capital gain or loss if the holder’s holding period for the New Exchangeable Shares exceeds one year at the time of disposition. Gain or loss recognized by a U.S. Holder generally will be treated as U.S.-source gain or loss for foreign tax credit limitation purposes. Long-term capital gains of non-corporate U.S. Holders generally are taxed at preferential rates. The deductibility of capital losses is subject to limitations.

The U.S. federal income tax consequences described in the preceding paragraph should also apply to a U.S. Holder (i) whose exchange request is satisfied by the delivery of cash or BIP units by Brookfield Corporation pursuant to the New Rights Agreement, or (ii) whose exchange request is satisfied by the delivery of cash by BIP pursuant to the exercise of the BIP Call Right (as defined below). For the U.S. federal income tax consequences to a U.S. Holder whose exchange request is satisfied by the delivery of BIP units pursuant to BIP’s exercise of the BIP Call Right, see the discussion below under the heading “Certain United States Federal Income Tax Considerations—Consequences to U.S. Holders—Ownership and Disposition of New Exchangeable Shares—Exercise of the BIP Call Right”. The U.S. federal income tax consequences to a U.S. Holder whose exchange request is satisfied by the delivery of cash or BIP units by New Corporation are described in the following paragraph.

A redemption or exchange of a U.S. Holder’s New Exchangeable Shares satisfied by New Corporation will be treated as a sale or exchange as described above if such redemption or exchange is (i) in “complete redemption” of the U.S. Holder’s equity interest in New Corporation (within the meaning of Section 302(b)(3) of the Code), (ii) a “substantially disproportionate” redemption of stock (within the meaning of Section 302(b)(2) of the Code), or (iii) “not essentially equivalent to a dividend” (within the meaning of Section 302(b)(1) of the Code). In determining whether any of these tests has been met with respect to the redemption or exchange of the New Exchangeable Shares, each U.S. Holder may be required to take into account not only the New Exchangeable Shares and other equity interests in New Corporation actually owned by the holder, but also other equity interests in New Corporation that are constructively owned by the holder within the meaning of Section 318 of the Code. If a U.S. Holder owns (actually or constructively) only an insubstantial percentage of the total equity interests in New Corporation and exercises no control over New Corporation’s corporate affairs, the holder may be entitled to sale or exchange treatment on a redemption or exchange of the New Exchangeable Shares if the holder experiences a reduction in its equity interest in New Corporation (taking into account any constructively owned equity interests) as a result of the redemption or exchange. If a U.S. Holder meets none of the alternative tests of Section 302(b) of the Code, the redemption or exchange will be treated as a distribution subject to the rules described above under “Certain United States Federal Income Tax Considerations— Consequences to U.S. Holders—Ownership and Disposition of New Exchangeable Shares—Taxation of Distributions”. Because the determination as to whether any of the alternative tests of Section 302(b) of the Code is satisfied with respect to any particular holder of New Exchangeable Shares will depend upon the facts and circumstances as of the time the determination is made, each U.S. Holder should consult its tax adviser regarding the tax treatment of a redemption or exchange of New Exchangeable Shares.

In the event that a redemption or exchange is properly treated as a distribution, the amount of the distribution will be equal to the amount of cash and the fair market value of property received (such as BIP units) without any offset for a U.S. Holder’s tax basis in the New Exchangeable Shares. In such case, any tax basis in the redeemed or exchanged New Exchangeable Shares would be transferred to a U.S. Holder’s remaining New Exchangeable Shares.

Exercise of the BIP Call Right. BIP has the right to acquire New Exchangeable Shares directly from a holder thereof under certain circumstances in exchange for BIP units or cash (the “BIP Call Right”). For the U.S. federal income tax consequences to a U.S. Holder of the exchange of New Exchangeable Shares for cash pursuant to the exercise of the BIP Call Right, see the discussion above under “Certain United States Federal Income Tax Considerations—

78

Consequences to U.S. Holders—Ownership and Disposition of New Exchangeable Shares—Sale, Redemption, Exchange, or Other Taxable Disposition of New Exchangeable Shares”.

The U.S. federal income tax consequences to a U.S. Holder of the exchange of New Exchangeable Shares for BIP units pursuant to the exercise of the BIP Call Right will depend in part on whether the exchange qualifies as tax-free under Section 721(a) of the Code. For the exchange to so qualify, BIP (i) must be classified as a partnership and not as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes and (ii) must not be treated as an investment company for purposes of Section 721(b) of the Code. With respect to the classification of BIP as a partnership, see the discussion above under “Certain United States Federal Income Tax Considerations—Partnership Status of BIP and the Holding LP”.

Section 721(b) of the Code provides that Section 721(a) of the Code will not apply to gain realized on a transfer of property to a partnership that would be treated as an investment company (within the meaning of Section 351 of the Code) if such partnership were incorporated. Under Section 351 of the Code and the Treasury Regulations thereunder, a transfer of property will be considered a transfer to an investment company only if (i) the transfer results, directly or indirectly, in “diversification” of the transferor’s interests, and (ii) the transferee is a regulated investment company, a real estate investment trust, or a corporation more than 80% of the value of whose assets are held for investment and (subject to certain exclusions) are stock or securities, as defined in Section 351(e) of the Code. For purposes of this determination, the stock and securities of a corporate subsidiary are disregarded, and the parent corporation is treated as owning its ratable share of the subsidiary’s assets if the parent corporation owns 50% or more of the subsidiary corporation’s stock by voting power or value. The Treasury Regulations also provide that whether an entity is an investment company ordinarily will be determined by reference to the circumstances in existence immediately after the transfer in question. However, where circumstances change thereafter pursuant to a plan in existence at the time of the transfer, this determination will be made by reference to the later circumstances.

Based on the shareholders’ rights in the event of the liquidation or dissolution of New Corporation (or BIP) and the terms of the New Exchangeable Shares, which are intended to provide an economic return equivalent to the economic return on BIP units (including identical distributions), and taking into account the expected relative values of BIP’s assets and its ratable share of the assets of its subsidiaries for the foreseeable future, we understand that the general partner of BIP currently does not expect a U.S. Holder’s transfer of New Exchangeable Shares in exchange for BIP units pursuant to BIP’s exercise of the BIP Call Right to be treated as a transfer of property to an investment company within the meaning of Section 721(b) of the Code. Thus, we understand that the general partner of BIP currently expects such exchange to qualify as tax-free under Section 721(a) of the Code. However, no definitive determination can be made as to whether any such future exchange will qualify as tax-free under Section 721(a) of the Code, as this will depend on the facts and circumstances at the time of the exchange. Many of these facts and circumstances are not within the control of BIP, and no assurance can be provided as to the position, if any, taken by the general partner of BIP with regard to the U.S. federal income tax treatment of any such exchange. Nor can any assurance be given that the IRS will not assert, or that a court would not sustain, a position contrary to any future position taken by BIP. In addition, based on the highly factual nature of such future exchange, and taking into account that many of the relevant facts and circumstances are not within the control of BIP, Torys LLP has rendered no opinion with respect to whether any such future exchange of New Exchangeable Shares for BIP units pursuant to the exercise of the BIP Call Right will qualify as tax-free under Section 721(a) of the Code. If BIP were an investment company immediately following the exchange of New Exchangeable Shares for BIP units pursuant to the exercise of the BIP Call Right, and such exchange were to result in diversification of interests with respect to a U.S. Holder, then Section 721(a) of the Code would not apply with respect to the holder, and the holder would be treated as if the holder had sold its New Exchangeable Shares to BIP in a taxable transaction for cash in an amount equal to the value of the BIP units received.

Even if a U.S. Holder’s transfer of New Exchangeable Shares in exchange for BIP units pursuant to BIP’s exercise of the BIP Call Right qualifies as tax-free under Section 721(a) of the Code, we understand that the general partner of BIP currently expects for BIP and the Holding LP to immediately undertake subsequent transfers of such New Exchangeable Shares that would result in the allocation to such U.S. Holder of any gain realized under Section 704(c)(1) of the Code. Under this provision, if appreciated property is contributed to a partnership, the contributing partner must recognize any gain that was realized but not recognized for U.S. federal income tax purposes with respect to the property at the time of the contribution (referred to as “built-in gain”) if such partnership sells such property (or otherwise transfers such property in a taxable exchange) at any time thereafter or distributes such property to another partner within seven years of the contribution in a transaction that does not otherwise result in the recognition of built-

79

in gain by such partnership. If Section 704(c)(1) of the Code applies with respect to a U.S. Holder, and the holder fails to disclose to BIP its basis in New Exchangeable Shares exchanged for BIP units pursuant to the exercise of the BIP Call Right, then, solely for the purpose of allocating items of income, gain, loss, or deduction under Section 704(c) of the Code, we understand that the general partner of BIP intends to use a reasonable method to estimate the holder’s basis in the New Exchangeable Shares exchanged for BIP units pursuant to the exercise of the BIP Call Right. To ensure compliance with Section 704(c) of the Code, such estimated basis could be lower than a U.S. Holder’s actual basis in its New Exchangeable Shares. As a result, the amount of gain reported by BIP to the IRS with respect to such U.S. Holder in connection with such subsequent transfers could be greater than the correct amount. Torys LLP has rendered no opinion with respect to whether the method used by the general partner of BIP to estimate a holder’s basis in New Exchangeable Shares exchanged for BIP units pursuant to the exercise of the BIP Call right is reasonable.

If, contrary to what we understand to be the current expectations of the general partner of BIP, Section 704(c)(1) does not apply as a result of any such subsequent transfers by BIP or the Holding LP of New Exchangeable shares transferred by a U.S. Holder for BIP units in an exchange qualifying as tax-free under Section 721(a) of the Code, then the U.S. Holder could, nonetheless, be required to recognize part or all of the built-in gain in its New Exchangeable Shares deferred as a result of such exchange under other provisions of the Code. Under Section 737 of the Code, the U.S. Holder could be required to recognize built-in gain if BIP were to distribute any BIP property other than money (or, in certain circumstances, New Exchangeable Shares) to the former holder of New Exchangeable Shares within seven years of exercise of the BIP Call Right. Under Section 707(a) of the Code, the U.S. Holder could be required to recognize built-in gain if BIP were to make distributions (other than “operating cash flow distributions”, unless another exception were to apply) to the U.S. Holder within two years of exercise of the BIP Call Right.

If Section 721(a) of the Code applies to a U.S. Holder’s exchange of New Exchangeable Shares for BIP units pursuant to the exercise of the BIP Call Right by BIP and, contrary to what we understand to be the current expectations of the general partner of BIP, none of the special provisions of the Code described in the two preceding paragraphs applies, then the U.S. Holder generally should not recognize gain or loss with respect to New Exchangeable Shares treated as contributed to BIP in exchange for BIP units, except as described below under the heading “Certain United States Federal Income Tax Considerations—Consequences to U.S. Holders—Ownership and Disposition of New Exchangeable Shares—Passive Foreign Investment Company Considerations”. The aggregate tax basis of the BIP units received by the U.S. Holder pursuant to the BIP Call Right would be the same as the aggregate tax basis of the New Exchangeable Shares (or single undivided portion thereof) exchanged therefor, increased by the holder’s share of BIP’s liabilities, if any. The holding period of the BIP units received in exchange for New Exchangeable Shares would include the holding period of the New Exchangeable Shares surrendered in exchange therefor. A U.S. Holder that acquires different blocks of New Exchangeable Shares at different times or different prices is urged to consult its tax adviser regarding the manner in which gain or loss should be determined in the holder’s particular circumstances, as well as the holder’s holding period in BIP units received in exchange for New Exchangeable Shares.

For a general discussion of the tax consequences to a U.S. Holder of owning and disposing of BIP units received in exchange for New Exchangeable Shares, see the discussion in Item 10.E “Taxation — Certain Material U.S. Federal Income Tax Considerations” in BIP’s Annual Report. The U.S. federal income tax consequences of exchanging New Exchangeable Shares for BIP units are complex, and each U.S. Holder is urged to consult its tax adviser regarding such consequences in light of the holder’s particular circumstances.

Passive Foreign Investment Company Considerations. Certain adverse U.S. federal income tax consequences could apply to a U.S. Holder if New Corporation is treated as a PFIC for any taxable year during which the U.S. Holder holds New Exchangeable Shares. A non-U.S. corporation, such as New Corporation, will be classified as a PFIC for U.S. federal income tax purposes for any taxable year in which, after applying certain look-through rules, either (i) 75% or more of its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its assets during such year produce or are held for the production of passive income. Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income, and net foreign currency gains.

Based on its expected income, assets, and activities, New Corporation does not expect to be a PFIC for the current taxable year or in the foreseeable future. However, the determination of whether New Corporation is or will be a PFIC must be made annually as of the close of each taxable year. Because PFIC status depends upon the composition of New Corporation’s income and assets from time to time, there can be no assurance that New Corporation will not be

80

considered a PFIC for any taxable year, or that the IRS or a court will agree with New Corporation’s determination as to its PFIC status.

Subject to certain elections described below, if New Corporation were a PFIC for any taxable year during which a U.S. Holder held New Exchangeable Shares, then gain recognized by such U.S. Holder upon the sale or other taxable disposition of the New Exchangeable Shares would be allocated ratably over the U.S. Holder’s holding period for the New Exchangeable Shares. The amounts allocated to the taxable year of the sale or other taxable disposition and to any year before New Corporation became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed on the tax on such amount. Further, to the extent that any distribution received by a U.S. Holder on its New Exchangeable Shares were to exceed 125% of the average of the annual distributions on the New Exchangeable Shares received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter, that distribution would be subject to taxation in the same manner as gain, described immediately above. Similar rules would apply with respect to any lower-tier PFICs treated as owned indirectly by a U.S. Holder through such holder’s ownership of New Exchangeable Shares.

Certain elections may be available to U.S. Holders to mitigate some of the adverse tax consequences resulting from PFIC treatment. If a U.S. Holder were to make an election to treat such holder’s interest in New Corporation as a “qualified electing fund” (a “QEF Election”) for the first year the holder were treated as holding such interest, then in lieu of the tax consequences described in the paragraph immediately above, the U.S. Holder would be required to include in income each year a portion of the ordinary earnings and net capital gains of New Corporation, even if not distributed to the holder. A QEF Election must be made by a U.S. Holder on an entity-by-entity basis. To make a QEF Election, a U.S. Holder must, among other things, (i) obtain a PFIC annual information statement from New Corporation and (ii) prepare and submit IRS Form 8621 with the holder’s annual income tax return. To the extent reasonably practicable, New Corporation intends to make available information related to the PFIC status of New Corporation and any other subsidiary of New Corporation that New Corporation is able to identify as a PFIC with respect to U.S. Holders, including information necessary to make a QEF Election with respect to each such entity.

In the case of a PFIC that is a publicly traded foreign company, and in lieu of making a QEF Election, an election may be made to “mark to market” the stock of such publicly traded foreign company on an annual basis. Pursuant to such an election, a U.S. Holder would include in each year as ordinary income the excess, if any, of the fair market value of such stock over its adjusted basis at the end of the taxable year. No assurance can be provided that New Corporation or any of its subsidiaries will qualify as PFICs that are publicly traded or that a mark-to-market election will be available for any such entity.

Subject to certain exceptions, a U.S. person that directly or indirectly owns an interest in a PFIC generally is required to file an annual report with the IRS, and the failure to file such report could result in the imposition of penalties on the U.S. person and in the extension of the statute of limitations with respect to federal income tax returns filed by the U.S. person. The application of the PFIC rules to U.S. Holders is uncertain in certain respects. Each U.S. Holder is urged to consult its tax adviser regarding the application of the PFIC rules, including the foregoing filing requirements and the advisability of making any available election under the PFIC rules, with respect to the holder’s ownership and disposition of New Exchangeable Shares.

Consequences to Non-U.S. Holders

Exchange of Exchangeable Shares for New Exchangeable Shares and Exercise of Dissent Rights Pursuant to the Arrangement

For U.S. federal income tax purposes, a Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain realized upon the exchange of exchangeable shares for New Exchangeable Shares pursuant to the Arrangement or upon the receipt of cash as a result of the Non-U.S. Holder’s exercise of Dissent Rights. Each Non-U.S. Holder is urged to consult its tax adviser regarding the U.S. federal income tax consequences of the Arrangement in light of the holder’s particular circumstances.

81

Ownership and Disposition of New Exchangeable Shares

Distributions on New Exchangeable Shares made to Non-U.S. Holders and proceeds from the sale or other disposition of New Exchangeable Shares generally will not be subject to U.S. federal income tax, except that U.S. withholding tax may apply to any portion of a distribution made on New Exchangeable Shares that is treated as a deemed dividend under Section 871(m) of the Code. Specifically, a 30% withholding tax generally applies to deemed dividend amounts (“dividend equivalents”) with respect to certain contractual arrangements held by non-U.S. persons which reference any interest in an entity if that interest could give rise to a U.S.-source dividend. Under Treasury Regulations, a Section 871(m) transaction is treated as directly referencing the assets of a partnership that holds significant investments in certain securities (such as stock of a U.S. corporation). BIP indirectly holds stock of a U.S. corporation through the Holding LP, and the New Exchangeable Shares are intended to be structured so that distributions are identical to distributions on BIP units. Accordingly, the contractual arrangements relating to the New Exchangeable Shares could be subject to Section 871(m) of the Code, as discussed below.

Whether U.S. withholding tax applies with respect to a Section 871(m) transaction depends, in part, on whether it is classified for purposes of Section 871(m) of the Code as a “simple” contract or “complex” contract. No direct authority addresses whether the contractual arrangements relating to the New Exchangeable Shares constitute a simple contract or a complex contract. In the absence of direct authority, Torys LLP has rendered no opinion regarding the classification of the contractual arrangement relating to the New Exchangeable Shares as a simple contract or a complex contract for purposes of Section 871(m) of the Code and the Treasury Regulations thereunder. New Corporation intends to take the position and believes that such contractual arrangements do not constitute a simple contract. In such case, under Treasury Regulations, as modified by an IRS Notice, such contractual arrangements should not be subject to Section 871(m) of the Code before January 1, 2027, and no portion of a distribution made on New Exchangeable Shares before such date should be subject to U.S. withholding tax by reason of treatment as a dividend equivalent under Section 871(m) of the Code. For distributions made on New Exchangeable Shares on or after January 1, 2027, Section 871(m) of the Code will apply if the contractual arrangements relating to the New Exchangeable Shares meet a “substantial equivalence” test. If this is the case, New Corporation expects to withhold U.S. federal income tax, generally at a rate of 30%, on any portion of a distribution on New Exchangeable Shares that is treated as a dividend equivalent and paid on or after January 1, 2027.

This 30% withholding tax may be reduced or eliminated under the Code or an applicable income tax treaty, provided that the Non-U.S. Holder properly certifies its eligibility by providing an IRS Form W-8. If, notwithstanding the foregoing, New Corporation is unable to accurately or timely determine the tax status of a Non-U.S. Holder for purposes of establishing whether reduced rates of withholding apply, then U.S. withholding tax at a rate of 30% may apply to any portion of a distribution on New Exchangeable Shares that is treated as a dividend equivalent under Section 871(m) of the Code. A dividend equivalent may also be subject to a 30% withholding tax under FATCA, unless a Non-U.S. Holder properly certifies its FATCA status on IRS Form W-8 or other applicable form and satisfies any additional requirements under FATCA.

Notwithstanding the foregoing, New Corporation’s position that the contractual arrangements relating to the New Exchangeable Shares do not constitute a simple contract does not bind the IRS. The Treasury Regulations under Section 871(m) of the Code require complex determinations with respect to contractual arrangements linked to U.S. equities, and the application of these regulations to the New Exchangeable Shares is uncertain. Accordingly, the IRS could challenge New Corporation’s position and assert that the contractual arrangements relating to the New Exchangeable Shares constitute a simple contract, in which case U.S. withholding tax currently would apply, generally at a rate of 30% (subject to reduction or elimination under the Code or an applicable income tax treaty), to that portion, if any, of a distribution on New Exchangeable Shares that is treated as referencing a U.S.-source dividend paid to BIP or the Holding LP. Each Non-U.S. Holder is urged to consult its tax adviser regarding the implications of Section 871(m) of the Code and FATCA for the ownership of New Exchangeable Shares with respect to such holder’s particular circumstances.

Special rules may apply to any Non-U.S. Holder (i) that has an office or fixed place of business in the United States; (ii) that is present in the United States for 183 days or more in a taxable year; (iii) that is treated for U.S. federal income tax purposes as engaged in a trade or business within the United States; or (iv) that is a (a) a former citizen or long-term resident of the United States, (b) a foreign insurance company that is treated as holding an interest in New Corporation in connection with its U.S. business, (c) a PFIC, (d) a “controlled foreign corporation” for U.S. federal

82

income tax purposes, or (e) a corporation that accumulates earnings to avoid U.S. federal income tax. Each Non-U.S. Holder is urged to consult its tax adviser regarding the application of these special rules.

Information Reporting, Backup Withholding, and Other Reporting Requirements

U.S. Holders generally will be subject to information reporting and may be subject to backup withholding on any cash payments received as a result of the exercise of Dissent Rights pursuant to the Arrangement.

Distributions on New Exchangeable Shares made to a U.S. Holder and proceeds from the sale or other disposition of New Exchangeable Shares generally will be subject to information reporting and may, under certain circumstances, be subject to backup withholding, unless the holder provides proof of an applicable exemption or, in the case of backup withholding, furnishes its taxpayer identification number and otherwise complies with all applicable requirements of the backup withholding rules. Backup withholding is not an additional tax and generally will be allowed as a refund or credit against the holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

Certain U.S. Holders generally will be required to report information relating to an interest in the New Exchangeable Shares, subject to certain exceptions (including an exception for shares held in accounts maintained by certain financial institutions) by filing IRS Form 8938 (Statement of Specified Foreign Financial Assets) with their U.S. federal income tax returns. Significant penalties may apply for the failure to satisfy these reporting obligations. Each U.S. Holder is urged to consult its tax adviser regarding the information reporting obligations, if any, with respect to the holder’s ownership and disposition of New Exchangeable Shares.

Non-U.S. Holders generally will not be subject to U.S. information reporting or backup withholding. However, Non-U.S. Holders may be required to certify their non-U.S. status (on an applicable IRS Form W-8) in connection with payments received in the United States or through certain U.S.-related financial intermediaries.

THE FOREGOING DISCUSSION IS NOT INTENDED AS A SUBSTITUTE FOR CAREFUL TAX PLANNING. THE TAX MATTERS RELATING TO HOLDERS OF EXCHANGEABLE SHARES AND NEW EXCHANGEABLE SHARES ARE COMPLEX AND ARE SUBJECT TO VARYING INTERPRETATIONS. MOREOVER, THE EFFECT OF EXISTING INCOME TAX LAWS, THE MEANING AND IMPACT OF WHICH IS UNCERTAIN, AND OF PROPOSED CHANGES IN INCOME TAX LAWS WILL VARY WITH THE PARTICULAR CIRCUMSTANCES OF EACH HOLDER, AND IN REVIEWING THIS CIRCULAR THESE MATTERS SHOULD BE CONSIDERED. EACH SHAREHOLDER IS URGED TO CONSULT ITS TAX ADVISER REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND OTHER TAX CONSEQUENCES OF THE ARRANGEMENT WITH RESPECT TO SUCH SHAREHOLDER’S PARTICULAR CIRCUMSTANCES.

83

RISK FACTORS

You should carefully consider the following risk factors. As each New Exchangeable Share will have substantially the same terms as our exchangeable shares, and New Corporation will carry on its business through our company, you should also carefully consider the risk factors incorporated by reference from our company’s Annual Report and our company’s Q2 2024 MD&A, and the other information incorporated by reference in this Circular, as updated by our subsequent filings with securities regulatory authorities in Canada, which are incorporated herein by reference.

In addition, as each New Exchangeable Share has been structured with the intention of providing an economic return equivalent to one unit, you should carefully consider the risk factors applicable to Brookfield Infrastructure’s business and an investment in units, which are incorporated by reference from the partnership’s Annual Report. For additional information regarding Brookfield Infrastructure, see “Information Concerning the Partnership”, “Documents Incorporated by Reference” and “Other Information”.

Risks Relating to the Arrangement

Completion of the Arrangement is subject to a number of conditions precedent and required approvals

The completion of the Arrangement is subject to a number of conditions precedent, some of which are outside of the control of our company, including receipt of the Final Order. At the hearing for the Final Order, the Court will consider whether to approve the Arrangement based on the applicable legal requirements and the evidence before the Court. Other conditions precedent which are outside of the control of our company include, without limitation, the required shareholder approvals and the approval of the TSX and NYSE. There can be no certainty, nor can our company provide any assurance, that all conditions precedent to the Arrangement will be satisfied or waived, or, if satisfied or waived, when they will be satisfied or waived or that the Arrangement will be completed as currently contemplated or at all. If the Arrangement is delayed or not completed, the market price of the exchangeable shares may be materially adversely affected.

The Arrangement Agreement may be terminated in accordance with its terms

The Arrangement Agreement may be terminated in certain circumstances, including in the sole and absolute discretion of the Board, in which case the Arrangement will not be completed. Accordingly, there is no certainty, nor can our company provide any assurance, that the Arrangement Agreement will not be terminated prior to the completion of the Arrangement.

The failure to complete the Arrangement could negatively impact our company

Failure to complete the Arrangement for any reason could negatively impact the market price of the exchangeable shares, and our company will remain liable for costs relating to the proposed Arrangement.

Risks Relating to the New Corporation

The New Corporation is a holding entity and will rely on our company to provide the New Corporation with the funds necessary to pay distributions and meet its financial obligations

The New Corporation is a holding entity and its sole material asset will be the class A.1 exchangeable of shares of our company through which the New Corporation’s principal investments will be held. The New Corporation will have no independent means of generating revenue. As a result, the New Corporation will depend on distributions and other payments from our company to provide the New Corporation with the funds necessary to pay distributions on the New Exchangeable Shares and to meet its financial obligations. Our company is legally distinct from the New Corporation and it may become restricted in its ability to pay dividends and distributions or otherwise make funds available to the New Corporation pursuant to applicable laws, regulatory requirements and contractual agreements. Any other entities through which the New Corporation may conduct operations in the future will also be legally distinct from the New Corporation and may be similarly restricted in their ability to pay dividends and distributions or otherwise make funds available to the New Corporation under certain conditions. Our company will generally be required to service any

84

debt obligations that may arise before making distributions to the New Corporation, thereby reducing the amount of the New Corporation’s cash flow available to pay distributions, fund working capital and satisfy other needs.

The New Corporation is a newly formed company with no separate operating history and the historical and pro forma financial information included herein does not reflect the financial condition or operating results we would have achieved during the periods presented, and therefore may not be a reliable indicator of our future financial performance

The New Corporation is a newly formed company with no separate operating history and the historical and pro forma financial information included herein does not reflect the financial condition or operating results we would have achieved during the periods presented, and therefore may not be a reliable indicator of our future financial performance. The New Corporation was formed in October 2024 and has only recently commenced activities and has not generated any significant net income to date. Our lack of operating history will make it difficult to assess our ability to operate profitably and make distributions to shareholders. Although our business has been under Brookfield Infrastructure and our company’s control prior to the formation of the New Corporation, its results have not previously been reported on a stand-alone basis and, therefore, may not be indicative of our future financial condition or operating results. We urge you to carefully consider the basis on which the historical and pro forma financial information included herein was prepared and presented.

Risks Relating to the New Exchangeable Shares

The New Exchangeable Shares have never been publicly traded and an active and liquid trading market for our New Exchangeable Shares may not develop

Prior to the Arrangement, there has not been a market for our New Exchangeable Shares. We have applied to have our New Exchangeable Shares listed on the NYSE and the TSX under the symbol “BIPC”. Listing is subject to the approval of the NYSE and the TSX in accordance with their respective listing requirements. The TSX has conditionally approved the listing of the New Exchangeable Shares. We cannot predict the extent to which investor interest will lead to the development of an active and liquid trading market for our New Exchangeable Shares or, if such a market develops, whether it will be maintained. We cannot predict the effects on the price of our New Exchangeable Shares if a liquid and active trading market for our New Exchangeable Shares does not develop. In addition, if such a market does not develop, relatively small sales of our New Exchangeable Shares may have a significant negative impact on the price of our New Exchangeable Shares. A number of factors, principally factors relating to the New Corporation but also including factors specific to Brookfield Infrastructure and our company’s business, financial condition and liquidity, economic and financial market conditions, interest rates, availability of capital and financing sources, volatility levels and other factors could lead to a decline in the value of New Exchangeable Shares and a lack of liquidity in any market for New Exchangeable Shares.

The New Rights Agreement will terminate on March 31, 2025

The New Rights Agreement will terminate on March 31, 2025, unless otherwise terminated earlier pursuant to its terms. After such date, holders of New Exchangeable Shares will no longer have the benefit of the protections provided for by the New Rights Agreement and will be reliant solely on the rights provided for in our company’s articles. In the event that New Corporation or the partnership fails to satisfy a request for exchange after the expiry of the New Rights Agreement, a tendering holder will not be entitled to rely on the secondary exchange rights.

Risks Relating to Taxation

United States

If the New Exchangeable Shares are treated as “nonqualified preferred stock” for U.S. federal income tax purposes, U.S. Holders receiving New Exchangeable Shares may recognize taxable gain.

The exchange of exchangeable shares for New Exchangeable Shares pursuant to the Arrangement, taken together with certain related transfers, is expected to qualify as a transaction described in Section 351 of the Code, generally with

85

no gain or loss recognition to U.S. Holders. However, even if such exchange qualifies as a transaction described in Section 351 of the Code, a U.S. Holder would be required to recognize the full amount of gain realized upon the exchange if the New Exchangeable Shares constitute “nonqualified preferred stock” for U.S. federal income tax purposes.

Based on the facts and circumstances, including the structure of our group and the manner in which distributions on New Exchangeable Shares are determined, and taking into account certain factual statements and representations made by New Corporation, BIPC, the general partner of BIP, and Brookfield Corporation, as of the date hereof, it is the opinion of Torys LLP that the New Exchangeable Shares should not be treated as nonqualified preferred stock within the meaning of Section 351(g) of the Code. However, there is no direct authority regarding the proper U.S. federal income tax treatment of securities similar to the New Exchangeable Shares. An opinion of counsel does not bind the IRS or the courts, and it provides no assurance that the IRS will not assert a contrary position or that a court would not sustain such a position if asserted by the IRS. Each U.S. Holder is urged to consult its tax adviser regarding the potential for the New Exchangeable Shares to be treated as nonqualified preferred stock.

For a more complete discussion of the U.S. federal income tax consequences for U.S. Holders of the exchange of exchangeable shares for New Exchangeable Shares pursuant to the Arrangement, see “Certain United States Federal Income Tax Considerations—Consequences to U.S. Holders” above. The U.S. federal income tax consequences of the Arrangement are complex, and each U.S. Holder is urged to consult its tax adviser regarding the foregoing considerations in light of the holder’s particular circumstances.

Canada

Canadian federal income tax considerations described herein may be materially and adversely impacted by certain events.

If New Corporation does not qualify as a “mutual fund corporation” under the Tax Act, the income tax considerations described under the heading “Certain Canadian Federal Income Tax Considerations” would be materially and adversely different in certain respects.

In general, there can be no assurance that Canadian federal income tax laws respecting the treatment of mutual fund corporations or otherwise respecting the treatment of New Corporation will not be changed in a manner that adversely affects the shareholders of New Corporation, or that such tax laws will not be administered in a way that is less advantageous to New Corporation or its shareholders.

86

GENERAL PROXY MATTERS

What if I plan to attend the Meeting and vote by online ballot?

In order to attend the virtual Meeting, you will need to complete the following steps:

Step 1: Log in online at: https://meetings.lumiconnect.com/400-285-452-426

Step 2: Follow these instructions:

Registered Shareholders: Click “I have a Login” and then enter your 15-digit control number found on your form of proxy and the password “brookfield2024” (case sensitive) and click the “Login” button. You will be able to vote by online ballot during the Meeting by clicking on the “Vote” tab on the meeting site. If you log in and vote on any matter at the Meeting, you will be revoking any and all previously submitted proxies. If you voted by proxy in advance of the Meeting and do not wish to revoke all previously submitted proxies, do not vote by online ballot on any matter at the Meeting.

Duly appointed proxyholders: Click “I have a Login” and then enter your user name provided to you by Computershare and the password “brookfield2024” (case sensitive) and click the “Login” button. You will be able to vote by online ballot during the Meeting by clicking on the “Vote” tab on the meeting site.

Guests: Click “I am a guest” and then complete the online form.

It is your responsibility to ensure internet connectivity for the duration of the Meeting and you should allow ample time to log in to the Meeting online before it begins.

What if I plan to vote by proxy in advance of the Meeting?

You can also vote by proxy prior to the Proxy Deadline as follows:

Attention: Proxy Department

100 University Avenue, 8^th Floor

Toronto, Ontario

M5J 2Y1

If you vote by proxy, your proxy must be received no later than the Proxy Deadline, regardless of the method you choose. If you do not date your proxy, we will assume the date to be the date it was received by Computershare. If you vote by telephone or via the Internet, do not return your form of proxy.

You can appoint the persons named in the form of proxy or some other person (who need not be a shareholder of our company) to represent you as proxyholder at the Meeting by writing the name of this person in the blank space on the form of proxy. If you wish to appoint a person other than the Management Representatives identified in the form of proxy you will need to complete the additional step of registering your proxyholder with Computershare at www.computershare.com/BIPC by no later than the Proxy Deadline.

87

If you are a Non-Registered Shareholder and your exchangeable shares are held in the name of an intermediary such as a bank, trust company, securities dealer, broker or other Intermediary, and you would like to know how to direct the votes of shares beneficially owned, see “If my shares are not registered in my name but are held in the name of an Intermediary, how do I vote my shares?” for voting instructions.

Who is soliciting my proxy?

The proxy is being solicited by management of our company and the associated costs will be borne by our company.

This solicitation will be made primarily by sending proxy materials to shareholders by mail and email, and in relation to the delivery of this Circular, by posting this Circular on our website at https://bip.brookfield.com/bipc under “BIPC Reorganization”, on our SEDAR+ profile at www.sedarplus.ca and on our EDGAR profile at www.sec.gov/edgar pursuant to Notice and Access. The cost of solicitation will be borne by our company.

What happens if I sign the proxy sent to me?

Signing the proxy appoints one of the Management Representatives or another person you have appointed, to vote or withhold from voting your exchangeable shares at the Meeting in accordance with your instructions.

Can I appoint someone other than the Management Representatives to vote my exchangeable shares?

You may appoint another person other than the Management Representatives named on the form of proxy to be your proxyholder. Write the name of this person in the blank space on the form of proxy. The person you appoint does not need to be a shareholder. Please make sure that such other person you appoint is attending the Meeting and knows he or she has been appointed to vote your exchangeable shares. You will need to complete the additional step of registering such proxyholder with our transfer agent, Computershare, after submitting the form of proxy or voting instruction form. Registered Shareholders may not appoint another person or company as proxyholder other than the Management Representatives named in the form of proxy when voting by telephone.

What do I do with my completed form of proxy?

Return it to Computershare in the envelope provided to you by mail to Computershare Trust Company of Canada: Attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1; by no later than the Proxy Deadline. A completed form of proxy should only be returned if you are voting by mail or appointing a proxyholder.

Can I vote by Internet in advance of the meeting?

Yes. If you are a Registered Shareholder, go to www.investorvote.com and follow the instructions on the screen. You will need your 15-digit control number, which is printed on the bottom of the first page of the form of proxy sent to you. You must submit your vote by no later than the Proxy Deadline.

If I change my mind, can I submit another proxy or take back my proxy once I have given it?

Yes. If you are a Registered Shareholder, you may deliver another properly executed form of proxy with a later date to replace the original proxy in the same way you delivered the original proxy. If you wish to revoke your proxy, prepare a written statement to this effect signed by you (or your attorney as authorized in writing) or, if the Shareholder is a corporation, under its corporate seal or by a duly authorized officer or attorney of the corporation. This statement must be delivered to the Corporate Secretary of our company at the address below no later than 5:00 p.m. (Toronto time) on November 29, 2024, or, in the event the virtual Meeting is adjourned or postponed, not less than two business days prior to the time of the adjourned or postponed meeting. You may also log in, accept the terms and conditions and vote by online ballot at the Meeting. Voting on any online ballot will revoke your previous proxy.

88

Attention: Corporate Secretary

Brookfield Infrastructure Corporation c/o Computershare Trust Company of Canada

100 University Avenue, 8th Floor

Toronto, Ontario M5J 2Y1

If you are a Non-Registered Shareholder, you may revoke a voting instruction form previously given to an Intermediary at any time by written notice to the Intermediary. An Intermediary is not required to act on a revocation of a voting instruction form unless they receive it at least seven calendar days before the Meeting. A Non-Registered Shareholder may then submit a revised voting instruction form in accordance with the directions on the form.

How will my exchangeable shares be voted if I give my proxy?

The persons named on the form of proxy must vote your exchangeable shares for or against or withhold from voting, in accordance with your directions, or you can let your proxyholder decide for you. If you specify a choice with respect to any matter to be acted upon, your exchangeable shares will be voted accordingly. In the absence of voting directions, proxies received by management will be voted in favour of the Arrangement Resolution put before shareholders at the Meeting. See “Business of the Meeting” on page 26 of this Circular for further information.

What if amendments are made to these matters or if other matters are brought before the Meeting?

The persons named on the proxy will have discretionary authority with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting.

As at the date of this Circular, management of our company is not aware of any amendment, variation or other matter expected to come before the Meeting. If any other matters properly come before the Meeting, the persons named on the form of proxy will vote on them in accordance with their best judgment.

Who counts the votes?

Our company’s transfer agent, Computershare, counts and tabulates the proxies.

How do I contact the transfer agent?

For general shareholder enquiries, you can contact Computershare as follows:

If my exchangeable shares are not registered in my name but are held in the name of an Intermediary, how do I vote my shares?

In many cases, exchangeable shares that are beneficially owned by a Non-Registered Shareholder are registered either:

89

Your Intermediary is required to send you a voting instruction form for the number of exchangeable shares you beneficially own.

Since our company has limited access to the names of its Non-Registered Shareholders, if you attend the virtual Meeting, our company may have no record of your shareholdings or of your entitlement to vote unless your Intermediary has appointed you as proxyholder. Therefore, if you wish to vote by online ballot at the Meeting, you will need to complete the following steps:

If you are a Non-Registered Shareholder located in the United States and you wish to appoint yourself as a proxyholder, in addition to the steps above, you must first obtain a valid legal proxy from your Intermediary. To do so, please follow these steps:

Failing to register online as a proxyholder will result in the proxyholder not receiving a control number, which is required to vote at the Meeting. Non-Registered Shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the Meeting but will be able to participate as a guest.

A Non-Registered Shareholder who does not wish to attend and vote at the Meeting and wishes to vote prior to the Meeting must complete and sign the voting instruction form and return it in accordance with the directions on the form.

Our company has distributed the Notice Package to Intermediaries for onward distribution to Non-Registered Shareholders. Intermediaries are required to forward the Notice Package to Non-Registered Shareholders.

Non-Registered Shareholders who have not opted for electronic delivery will receive a voting instruction form to permit them to direct the voting of the exchangeable shares they beneficially own. Non-Registered Shareholders should follow the instructions on the forms they receive and contact their Intermediaries promptly if they need assistance.

90

INTERESTS OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

To the knowledge of our company, other than as disclosed elsewhere in this Circular, as at October 23, 2024, no informed person of our company or any associate or affiliate of any informed person, has had any interest in any transaction within the three years before the date of this Circular that has materially affected or is reasonably expected to materially affect our company or a subsidiary of our company. For the purposes of this circular, an “informed person” means a director or officer of our company, a director or officer of a person or company that is itself an “informed person” or subsidiary of our company; any person or company who beneficially owns or controls or directs, directly or indirectly, voting securities of our company or who exercises control or direction over voting securities of our company or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of our company.

INTEREST OF EXPERTS

The following persons and companies have prepared certain sections of this Circular and/or Appendices attached hereto as described below, or are named as having prepared or certified a report, statement or opinion in or incorporated by reference in this Circular.

91

OTHER INFORMATION

Our company will provide any person or company, upon request in accordance with the directions in the Notice of Meeting, a copy of this Circular and our company’s Annual Report. Upon request to the Corporate Secretary of our company, our company will also provide any person or company our company’s Annual Report (filed in Canada with Canadian securities regulatory authorities in lieu of an annual information form), which includes our financial statements for the fiscal year ended December 31, 2023 and related management’s discussion and analysis (“MD&A”), and/or the interim financial statements and MD&A for periods subsequent to the end of its fiscal year (the “Interim Statements”). Financial information on our company is provided in its financial statements and MD&A. Requests for our company’s Annual Report, Interim Statements and MD&A can be made to our company by mail at 250 Vesey Street, 15th Floor, New York, New York, 10281-1028, by telephone at 212-417-7000, or by email at bip.enquiries@brookfield.com. All of these documents and additional information related to the New Corporation are also available on our company’s website, https://bip.brookfield.com/bipc, on our company’s SEDAR+ profile at www.sedarplus.ca and on our company’s EDGAR profile at www.sec.gov/edgar.

92

CONSENTS

Consent of Torys LLP

We hereby consent to the references to our name and opinion under “Certain Canadian Federal Income Tax Considerations” and “Certain United States Federal Income Tax Considerations” in the Management Information Circular dated October 23, 2024 with respect to a proposed Plan of Arrangement involving Brookfield Infrastructure Corporation, Brookfield Infrastructure Partners L.P., 1505109 B.C. Ltd. and Brookfield Corporation.

DATED at Toronto, Ontario, Canada on October 23, 2024.

/s/ Torys LLP

Consent of RBC

We refer to the fairness opinion of our firm dated October 9, 2024 (the “Fairness Opinion”) forming part of the management information circular dated October 23, 2024 (the “Circular”) of Brookfield Infrastructure Corporation (the “Company”) which we prepared for the Nominating and Governance Committee and the Board of Directors of the company in connection with the Arrangement (as defined in the Circular). We hereby consent to the filing of the text of the Fairness Opinion with the securities regulatory authorities in the provinces and territories of Canada and the inclusion of the Fairness Opinion, and all references thereto, in the Circular. In providing our consent, we do not intend that any person other than the Board of Directors of the company shall be entitled to rely upon the Fairness Opinion.

DATED at Toronto, Ontario, Canada on October 23, 2024.

/s/ RBC Dominion Securities Inc.

93

DIRECTORS’ APPROVAL

The contents and posting of this Circular have been approved by the directors of our company.

/s/ William Cox

William Cox

Chair of the Nominating and Governance Committee

October 23, 2024

94

GLOSSARY

Unless the context requires otherwise, prior to completion of the Arrangement, the terms “we”, “us”, “our” and “our company” refer to Brookfield Infrastructure Corporation, together with all of its subsidiaries, and “we”, “us” and “our” will also refer, unless the context otherwise requires, to the New Corporation and our company, together with all of its subsidiaries, following completion of the Arrangement. References to “Brookfield Infrastructure” mean the partnership collectively with Holding LP, the Brookfield Infrastructure Holding Entities and the Brookfield Infrastructure Operating Entities (but excluding our company and New Corporation) (each as defined below). References to “our group” means Brookfield Infrastructure and, depending on the context, our company and/or the New Corporation. All dollar values ($) in this Circular are in U.S. dollars, except as otherwise noted, and, unless the context suggests otherwise, references to:

95

96

97

98

99

100

Appendix A – Arrangement Resolution

BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

A-1

EXECUTION VERSION

APPENDIX B – ARRANGEMENT AGREEMENT

ARRANGEMENT AGREEMENT

AMONG

BROOKFIELD INFRASTRUCTURE CORPORATION

and

BROOKFIELD INFRASTRUCTURE PARTNERS L.P.

and

1505109 B.C. LTD.

and

BROOKFIELD CORPORATION

October 9, 2024

B-1

TABLE OF CONTENTS