Dear Shareholders,

Our portfolio of defensive core infrastructure assets remained resilient, delivering cash distributions in line with expectations, despite the challenging macroeconomic environment.

Offer to acquire the Company (the ’Offer’)

On 6 February 2025, the Company and Boswell Holdings 3 S.C.Sp ('Bidco') announced a Board-recommended all cash offer for the entire issued and to be issued share capital of the Company by Bidco, which is a newly formed special limited partnership indirectly controlled by British Columbia Investment Management Corporation (‘BCI‘) for a price of 147.5pps, representing a premium of 21.1% to the Company's share price pre-announcement.

On 27 February 2025, the Company declared a second interim cash dividend of 4.20pps for the period 1 July – 31 December 2024, to be paid on 16 April 2025. Payment of the second interim dividend is consistent with the Company's target dividend payment of 8.40pps in respect of the f inancial year ending 31 December 2024. As a result of the declaration and payment of the second interim dividend, and as set out in the Offer document published on 6 March 2025, the Offer price reduced to 143.3pps. Eligible BBGI shareholders on the register on the dividend record date will be entitled to retain the second interim dividend.

On 6 March 2025, the Company published a Circular convening a General Meeting to consider and, if thought fit, approve resolutions authorising; (i)the sale by BBGI, directly or indirectly, of all or any of its assets and undertakings to Bidco (or an affiliate of Bidco), subject to the Offer becoming unconditional and the occurence of the Delisting Date; and (ii) the appointment of Bidco's nominees to the Supervisory Board with effect from the later of the Delisting Date and the date on which such appointments are approved by the CSSF. This General Meeting will take place on 10 April 2025 at the Company’s head office.

The Offer document sets out the full terms of the Offer and the timetable of the Offer. The Offer Document and circular have been published and sent to BBGI shareholders and are also available on the Company’s website: www.bb-gi.com/ investors/offer/. I would advise all our shareholders to review carefully these documents.

Although both the Supervisory Board and the Management Board are confident that BBGI can continue to deliver sustainable cash flows to its shareholders, the Boards believe that the Offer provides shareholders with the opportunity to realise in cash the value of their holdings, at an attractive value that is in excess of the reasonable medium-term prospects for the Company on a standalone basis. The Boards, who have been so advised by Jefferies as to the f inancial terms of the Offer, consider the terms of the Offer to be fair and reasonable. Jefferies is providing independent financial advice to the BBGI Boards.

If the Offer is declared unconditional, BBGI is expected to delist from the London Stock Exchange within 20 business days of the date on which the Offer is declared or becomes unconditional. However, at present the Offer remains conditional and consequently this Annual Report has been prepared in a manner consistent with past practice with prior reporting documents including in respect of the annual audit.

Governance

BBGI maintains high corporate governance standards. During the year, the Supervisory Board, alongside the Management Board and members of the senior Asset Management Team, conducted site visits to two assets in Scotland. These visits provided an opportunity to engage with key stakeholders, including local authority and service providers. I am pleased to report that our active asset management was demonstrably evident. The sites were well-maintained, and discussions with stakeholders were open and constructive.

In accordance with the UK Association of Investment Companies Code of Corporate Governance (the ‘AIC Code’), the Company conducted an independent, externally-facilitated evaluation of the Supervisory Board. The review concluded that the Board is well constituted, effective and operates efficiently. Further details of this evaluation can be found in the Nomination Committee section of this Report.

In August 2024, the AIC updated the AIC Code, effective for the 2025 financial year, with certain provisions applying from 2026, and we intend to maintain our high standard of compliance with the Code as and when the new provisions take effect.

Engaging with stakeholders

By fostering open dialogue and transparent communication, we aim to build lasting relationships with all our stakeholders, supporting our vision of delivering Social Infrastructure that promotes healthier, safer, and more connected societies while creating sustainable value. In 2024, alongside our Management Board, I continued engaging with stakeholders and the Supervisory Board conducted site visits to the M80 and Clackmannanshire Schools, further enhancing our oversight of the portfolio. We also maintained regular meetings with employees and remain committed to proactive communication with shareholders.

ESG commitments

In 2024, we continued to build on our responsible investment approach by enhancing practices and governance. We maintained a diverse Supervisory Board, with 60% female representation and we met the Parker Review recommendation of having at least one Board member from an ethnic minority background.

Throughout the year, our portfolio delivered tangible social benefits. Over four million patients accessed our healthcare facilities, 36,000 pupils benefited from educational infrastructure, 200 people were provided with affordable housing, 300 million vehicles used our road assets and 40 million passengers travelled via public transport infrastructure.

We made notable progress on our sustainability initiatives, external verification of our Greenhouse Gas (‘GHG’) portfolio emissions and the launch of a dedicated Environmental, Social and Governance (‘ESG’) and carbon data collection platform.

Looking forward

Despite the robust performance of our portfolio in recent years, as at 31 December 2024 the Company’s share price continued to trade at a discount to the NAV, reflecting macroeconomic factors beyond our control. It was against this backdrop that BBGI received an initial proposal from BCI and after a period of negotiation it was concluded that both the BBGI Supervisory Board and the Management Board would recommend the Offer.

While the outcome of the Offer is currently unknown, the Boards remain confident about the Company’s future prospects, either as an ongoing core infrastructure-focused investor listed on the London Stock Exchange, or as an infrastructure investor under BCI’s ownership.

In addition, and on behalf of the Supervisory Board, I would like to take this opportunity to express my gratitude to all of the Company’s employees for their substantial contribution to managing and operating the Company. I would also like to thank my fellow Board members for their contribution through a challenging period for London-listed Investment Companies. Lastly, I would like to thank shareholders for their continued support of the Company.

Sarah Whitney

Chair
27 March 2025