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Annual Report 2024
INVESTING IN GLOBAL
INFRASTRUCTURE
www.bb-gi.com

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Contents
Strategic report of the
Management Board
1 About BBGI
2 Financial Highlights
3 Portfolio Highlights
4 Portfolio at a Glance
6 Chair's Statement
7 CEO's Statement
9 Investment Strategy
10 Operating Model
12 Portfolio Review
13 Portfolio Snapshot: Top Ten Assets
18 Market Trends
20 Performance Overview and Key Metrics
23 Valuation
29 Financial Results
33 Reconciliation of Investment Basis to IFRS
34 Alternative Performance Measures (‘APM’)
35 Principal Risks
41 Sustainability
44 Stakeholder Engagement
46 TCFD Summary Report
Corporate governance
50 Governance at a glance
52 Biographies of Directors –
Supervisory Board
53 Biographies of Directors –
Management Board
54 Board leadership and purpose
56 Division of Responsibilities
58 Nomination Committee Report
60 Audit Committee Report
63 Remuneration Committee Report
64 Remuneration at a glance
70 Viability Statement
71 Management Board Responsibilities Statement
Financial statements
72 Audit Report
76 Consolidated Income Statement
77 Consolidated Statement of Other
Comprehensive Income
78 Consolidated Statement of Financial Position
79 Consolidated Statement of Changes in Equity
80 Consolidated Statement of Cash Flows
81 Notes to the Consolidated Financial Statements
11 6 Audit Report
120 Company Statement of Comprehensive Income
121 Company Statement of Financial Position
122 Company Statement of Changes in Equity
123 Company Statement of Cash Flows
124 Notes to the Company Financial Statements
135 Board Members, Agents and Advisers
136 Glossary
137 Cautionary Statement
Find out more
www.bb-gi.com
Image on front cover: Women's College Hospital, Canada
Board photography by Danish Apple Photography
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BBGI Global Infrastructure S.A. (BBGI, the ‘Company’, and together with its consolidated subsidiaries, the
‘Group’) is a global infrastructure investment company providing responsible capital to build and maintain
critical Social Infrastructure
1
.
From hospitals to schools, to affordable housing and safer roads, we partner with the public sector to
deliver Social Infrastructure that forms the building blocks of local economies, while creating sustainable
value for all stakeholders.
About BBGI
Our purpose:
Our vision:
Our values:
Our purpose is to deliver Social Infrastructure for
healthier, safer and more connected communities, while
creating sustainable value for all stakeholders.
We invest to serve and connect people.
• Trusted to deliver
• Dependable partner
• Investor with impact
• Present-focused, future-ready
1 Please refer to the glossary for all defined terms
Annual Report 2024 1
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board
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FY 2024
NAV total return
+2.1%
(FY 2023: +3.8%)
FY 2025 target
dividend growth
+2%
8.57pps
High-quality inflation linkage
0.5%
(FY 2023: 0.5%)
Ongoing charges
0.92%
(FY 2023: 0.93%)
Cash dividend cover
1.37x
(FY 2023: 1.40x)
Annualised NAV total
return since IPO
8.1%
as at 31 December 2024
Net cash
£27.4m
No drawings under RCF
FY 2024 dividend declared
8.40pps
3
+6% increase year-on-year
Financial Highlights
2
NAV
142.7pps
(31 December 2023: 147.8pps)
2 Refer to the Alternative Performance Measures section of this Annual Report for further details.
3 Pence per share.
On 6 February 2025, the Company and Boswell Holdings 3 S.C.Sp announced a Board-recommended
all cash offer by British Columbia Investment Management Corporation (‘BCI’) of 147.5pps.
Under the terms of the offer, which is subject to certain terms and conditions set out in the offer
document published on 6 March 2025, BBGI shareholders who accept the offer will be entitled to
receive 143.3pps in cash. As further described in the offer document, BBGI shareholders on the register
on 7 March 2025 will also be entitled to retain a cash dividend of 4.2pps. The dividend will be paid on
16 April 2025.
Further details are available on our website: www.bb-gi.com/investors/offer/
2 BBGI Global Infrastructure S.A.
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Portfolio Highlights
Strong operational performance of BBGI’s globally diversified portfolio of 56 high-quality,
100% availability-style core infrastructure assets.
Maintained a consistently high asset availability rate of 99.9%.
Contracted high-quality inflation linkage of 0.5%.
6% dividend growth achieved for FY 2024; FY 2025 target growth of 2% reaffirmed.
Net cash generated at the Portfolio Company level ahead of projections, with no material
lock-ups or defaults.
No cash drawings outstanding on the Revolving Credit Facility (‘RCF’).
No structural gearing at Group level.
No refinancing risk at the Portfolio Company level, following the refinancing of the
Northern Territory Secure Facilities.
Weighted average discount rate increased to 7.6% (FY 2023: 7.3%), reflecting an equity
risk premium of c.3.5%.
Internal management structure which supports alignment with our investors. Ongoing
charges of 0.92%.
High degree of climate resilience independently confirmed across asset portfolio.
Focus on delivering social impact across portfolio - Sustainable Financial Disclosure
Report (‘SFDR’) Article 8.
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Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board
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Availability-style
revenue assets
100%
Regulated assets
–
Demand-based
assets
–
Operational 100%
Under construction
0%
Canada 35%
UK
33%
Continental Europe
12%
US
10%
Australia
10%
Transport 54%
Healthcare
20%
Civic infrastructure
12%
Education
9%
3%
Affordable housing
Clean energy
2%
Golden Ears Bridge (CA)
Ohio River Bridges (US)
A7 Motorway (DE)
Northern Territory
Secure Facilities (AUS)
A1/A6 Motorway (NL)
Women’s College Hospital (CA)
McGill University Health Centre (CA)
Remaining 46 investments
Liverpool & Sefton Clinics (UK)
M1 Westlink (UK)
Victorian Correctional Facilities (AUS)
11%
4%
10%
4%
4%
4%
3%
3%
3%
3%
51%
Non-concession
assets
Concession assets
≥25 years
≥20 years and
<25 years
≥10 years and
<20 years
<10 years
6%
94%
14%
15%
55%
10%
100% 47%
≥75% and <100%
7%
≥50% and <75%
26%
<50%
20%
AAA 57%
AA+
10%
AA
33%
Investment type
100% availability-style
4
revenue stream.
Investment status
Low-risk operational portfolio.
Geographical split
Geographically diversified in stable
developed countries.
Sector split
Well-diversified sector split with exposure to
low-risk core infrastructure assets.
Investment life
Long-duration portfolio with weighted average
remaining asset life of 22.2 years.
Country rating
All assets located in countries with Standard &
Poor's credit ratings between AA and AAA.
Investment ownership
80% of assets by value that are 50% owned or
greater.
Top ten investments
Well-diversified portfolio with no major single
asset exposure.
4 Availability-style means revenues are paid provided the assets are available for use.
Golden Ears Bridge
Ohio River Bridges
A7 Motorway
Northern Territory
Secure Facilities
A1/A6 Motorway
Women’s College Hospital
McGill University Health Centre
Remaining 46 investments
Liverpool & Sefton Clinics
M1 Westlink
Victorian Correctional Facilities
11%
4%
10%
4%
4%
4%
3%
3%
3%
3%
51%
The fundamentals
Based on portfolio value as at 31 December 2024
Portfolio at a Glance
4 BBGI Global Infrastructure S.A.
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Our portfolio of assets
Portfolio at a Glance continued
56 Total assets
UK 25 assets | CANADA 16 assets | GERMANY 7 assets
AUSTRALIA 3 assets | NETHERLANDS 3 assets
NORWAY 1 asset | US 1 asset
Both images: East Down Colleges, UK
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Corporate governanceStrategic report
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Strategic report of the Management Board
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Chair's Statement
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
financial 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
financial 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 of the Supervisory Board
27 March 2025
Our portfolio of defensive core infrastructure assets remained resilient, delivering cash distributions in
line with expectations, despite the challenging macroeconomic environment.
6 BBGI Global Infrastructure S.A.
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Our investment portfolio generates long-term,
inflation-linked and sustainable cash flows,
positioning BBGI at the lower end of the risk
spectrum relative to other infrastructure asset
classes. Our globally diversified portfolio
includes low-risk, essential Social Infrastructure
assets, backed by creditworthy public-sector
counterparties.
During the year, our assets delivered
predictable performance, consistently achieving
a high asset level availability rate, and
remaining fully operational. Our strong overall
Net Promoter Score of 56, which places us in
the top quartile of the achievable range,
highlights our continued commitment to
delivering high-quality service for our public
sector clients and preserving value for our
investors.
We ended the year with a robust balance sheet,
no structural gearing at the Group level and
strong dividend coverage. At the portfolio level,
we refinanced the Northern Territory Secure
Facilities with a full-term financing solution,
eliminating refinancing exposure across our
entire portfolio for the duration of all
concession periods.
Financial performance
As at 31 December 2024, our Net Asset Value
(‘NAV’) was 142.7pps (December 2023:
147.8pps). The NAV total return per share was
+2.1% (FY 2023: +3.8%).
The decline in NAV was largely driven by an
increase in the weighted average discount rate
to 7.6% from 7.3%, reflecting, in particular, the
rise in risk-free rates during the reporting
period across all countries in which the
Company invests. The net negative impact of
foreign exchange movements further
contributed to the decline, which was partially
mitigated by our hedging strategy. The adverse
valuation impacts were partially offset by
portfolio value enhancements.
We remain on track to deliver our targeted 6%
dividend increase to 8.40pps for FY 2024,
following a similar increase in FY 2023, and 2%
target increase (to 8.57pps) for FY 2025.
Dividend cash cover during the year was 1.37x
and we are confident that cash flows can
continue to sustain a progressive dividend
policy well into the future.
Further details on valuation factors can be
found in the Valuation section of this Report.
Capital allocation
BBGI’s approach to capital allocation remains
focused on portfolio accretive growth rather
than just growth in Assets Under Management
(‘AUM’). Despite ending the year with a net
cash position, our ability to invest in new
opportunities was again constrained by the
high discount rate implied by our share price,
resulting in a significantly higher hurdle rate for
new investments. Plans of a share buyback
programme were suspended following BCI's
approach and remain so subject to the
outcome of the Offer.
Looking forward, the Management Board will
continue to evaluate investment opportunities
both within the existing portfolio and through
selective new investments, aimed at enhancing
BBGI’s portfolio quality and delivering
long-term shareholder value. The decision-
making process for new investments remains
disciplined: a clear focus on preserving the
low-risk nature of the portfolio and accretion to
the overall valuation. Any new investment
decision will also be informed by rigorous
benchmarking against alternative value
accretive options, including share buybacks.
Financial management
During the year, we reduced our RCF from £230
million to £150 million, resulting in lower
commitment fees and reflecting our proactive
approach to managing our capital structure.
Our proportionate share of Portfolio Company
deposits was in excess of £300 million as at 31
December 2024. We actively manage treasury
operations through cash pooling arrangements
in Canada and the UK, alongside proactive
treasury management in other jurisdictions, to
maximise the interest earned on cash deposits.
This strategy enables us to achieve competitive
rates across all currencies, with a weighted
average interest rate of approximately 4.5% as
at December 2024.
There were no material lock-ups or default
events in the underlying debt financing
agreements reported during the period. This
means that all our investments contributed to
our strong dividend cover with net cash
generated by our Portfolio Companies ahead of
projections. We are very proud of this
achievement.
Amid a challenging macroeconomic environment, we have remained focused on maintaining a robust
balance sheet, delivering on our commitments to stakeholders and preserving and enhancing long-
term shareholder value.
CEO's Statement
Highlights
Dividend
8.40pps
Annualised total NAV return per share
8.1% since IPO
Ongoing charges
0.92%
High-quality inflation linkage
0.5%
for the year, a six per
cent increase and in
line with our target.
Internal management
structure, which supports
alignment with our investors.
BBGI navigated a challenging environment by focusing
on financial stability and effective portfolio
management, while maintaining stable asset
performance. The Boards recommend BBGI
shareholders accept BCI's Offer, as it offers an attractive
value that is in excess of the Company's reasonable
medium-term prospects on a standalone basis.
Annual Report 2024 7
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Mersey Gateway Bridge, UK
Kicking Horse Canyon, Canada
Internally managed structure
BBGI’s internally managed structure positions
us uniquely among infrastructure investment
companies listed on the London Stock
Exchange. With no competing investment
mandates, our management team is exclusively
dedicated to BBGI, ensuring full alignment of its
interests with those of our shareholders.
The Management Board is incentivised for
long-term value creation and preservation,
focusing on enhancing the quality of the
underlying portfolio and shareholder returns,
rather than merely expanding AUM, which
could potentially dilute portfolio quality and
shareholder returns. This alignment is further
demonstrated by 100% of Management Board
and Supervisory Board members, along with
91% of employees, being shareholders –
ensuring significant ’skin in the game’.
Our valuation process is rigorous, with the
portfolio valuation produced by our internal
team and reviewed by an external valuation
expert.
BBGI continues to maintain a competitive
ongoing charges figure, at 0.92%, reflecting an
efficient and cost-effective internal
management.
Outlook
The long-term outlook for infrastructure
investment remains positive, underpinned by
governments’ ongoing need for renewal and
expansion of essential infrastructure amid fiscal
constraints, and specialist investors like BBGI
are well placed to play a critical role. However,
over the last few years there has been a
widespread de-rating of share prices amongst
the UK listed investment funds invested across
all alternative asset classes. A disconnect
between public and private market valuations
coupled with BBGI shares consistently trading
at a discount to NAV since April 2023 has
constrained BBGI’s access to capital markets
and remains a key impediment to seizing the
growth opportunities. Over time, as
concessions expire and assuming no access to
capital and no further investments, eventually
the NAV of the business would be expected to
decline on an annual basis given the amortising
nature of BBGI’s assets.
The Offer
Although both the Supervisory Board and the
Management Board are confident in BBGI’s
ability to continue to deliver sustainable cash
flows to its shareholders, the Boards believe
that the Offer provides shareholders with an
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 Supervisory Board and Management Board,
having received financial advice from Jefferies
on the terms of the Offer, consider the terms of
the Offer to be fair and reasonable. In forming
its advice, Jefferies has taken into account the
Boards’ commercial assessments and is acting
as an independent financial adviser.
Accordingly, the Boards unanimously
recommend that BBGI shareholders accept the
Offer and vote in favour of the resolutions to
be proposed at the General Meeting as they
have irrevocably undertaken to do, or procure
to be done, in respect of their own beneficial
holdings of BBGI shares. The rationale for this
recommendation was included in the 6
February 2025 market announcement and the
Offer Document and Convening Notice sent to
shareholders on 6 March 2025.
Duncan Ball
CEO
27 March 2025
CEO Statement continued
8 BBGI Global Infrastructure S.A.
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• Availability-style core-infrastructure assets.
• Secure, public sector-backed contracted
revenues.
• Stable, predictable cash flows, with
high-quality inflation linkage.
• Well-constructed portfolio with investments
in highly rated investment grade countries.
• Stable, well-developed operating
environments.
• No excessive reliance on any single market.
• Management Board interests aligned with
those of shareholders.
• Disciplined investment and portfolio
construction approach.
• Competitive ongoing charges.
BBGI provides access to a globally diversified portfolio of infrastructure investments, which generate
long-term, sustainable returns and serve a critical social purpose in their local communities.
BBGI's business model is built on four strategic pillars:
Investment Strategy
LOW
-
RISK
GLOBALLY DIVERSIFIED
• Sustainability fully integrated into the
business model.
• Comprehensive ESG monitoring,
GHG inventory and climate resilience
analysis across the portfolio.
• Focus on delivering positive social
impact – SFDR Article 8.
STRONG APPROACH TO SUSTAINABILITY
INTERNALLY MANAGED
Mersey Gateway Bridge, UK
Annual Report 2024 9
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Operating Model
BBGI’s operating model is built on three core principles: value-driven active asset management,
prudent financial management, and a selective investment strategy. This approach focuses on
building a high-quality asset portfolio, preserving and optimising the value of the existing
investments, and driving sustainable long-term growth.
BBGI’s active asset management approach is
designed to ensure stable operational
performance, preserve value and identify
opportunities for value enhancements
throughout the lifecycle of Company assets.
Model in action:
• BBGI’s Portfolio Companies continued to
deliver consistent operational performance in
FY 2024. Through the Company’s active
value-driven approach to asset management,
it has achieved an asset availability level of
99.9%.
• High client satisfaction is an important goal
for BBGI and the success of those efforts is
reflected with a high Net Promoter Score.
• There were no material lock-ups or default
events in the underlying debt financing
agreements. As a result, all BBGI’s
investments contributed positively to strong
dividend cover, with net cash generated by
the Portfolio Companies ahead of
projections.
• BBGI Portfolio Company cash flows benefit
from high-quality inflation linkage. BBGI
passes on the indexation mechanism to its
subcontractors, which acts as a natural hedge
to manage cost effectively. The cash flows on
a net basis are positively inflation-linked as
the indexation of revenues is greater than the
indexation of expenses.
• All BBGI’s assets are availability-style,
meaning the revenues are unaffected by
demand elasticity. The inflation adjustment is
also automatic and contractual and is not
subject to regulatory review or substantial
lags, therefore providing strong visibility and
predictability of future cash flows.
• By implementing cost-saving initiatives,
including leveraging economies of scale at
the Portfolio Company level such as
insurance, standardised management
contracts and rigorous lifecycle cost reviews,
BBGI drives sustainable cost efficiencies and
long-term value.
• BBGI maintains a diverse contractor base and
implement risk mitigation measures to
address proactively any potential issues in its
supply chain. The Management Board has
thoroughly assessed the risk exposure and
has not identified any significant risks.
Project hand-back
At the end of a concession, the private partner
transfers the management of the project back
to the public sector. This process is termed
‘hand-back’. In the majority of the hand-backs,
the obligation is contractually passed down to
the Facilities Management (‘FM’) provider,
significantly mitigating the risks. BBGI has
established transparent communication
channels with its subcontractors and public
partners, fostering a collaborative partnership
built on measurable outcomes, including clear
hand-back requirements.
Two assets representing less than 1% of BBGI’s
portfolio are subject to hand-back over the next
three years, in January 2026 and August 2027.
Preparations for their ’hand-back‘ are progressing
well. Following the Infrastructure and Projects
Authority UK’s guidelines, collaborative working
groups have been established, comprising
representatives from the Client, the FM provider
and the Portfolio Company, involved in the
respective project. The FM provider bears the
hand-back risk for both assets.
6% of BBGI’s portfolio consists of non-
concession assets, which are not subject to
hand-back.
Value-driven active asset management
Latent defects limitations / warranty period remaining
Latent defects risk was mitigated during the FY 2024
reporting period, with 40% of portfolio value covered by
either limitation or warranty periods, and there were no
material defects reported on any of BBGI’s portfolio assets.
Expired
Within 1 year
1–2 years
2–5 years
5–10 years
10+ years
60%
4%
14%
7%
10%
5%
100%
Expired,
10+ years,
Top ten Operation and Maintenance ('O&M') contractors
(i)
Exposure well diversified across several contractors.
Portfolio Company in-house
Capilano Highway Services
AtkinsRéalis
Black & McDonald
Cushman and Wakefield
Integral FM
Hochtief Solutions AG
Honeywell
Intertoll Ltd
Amey Community Ltd
Remaining investments
12%
11%
9%
5%
5%
5%
4%
4%
3%
3%
39%
100%
12%
11%
9%
5%
5%
5%
4%
4%
3%
3%
39%
Portfolio Company in-house
Capilano Highway Services
AtkinsRéalis
Black & McDonald
Cushman and Wakefield
Integral FM
Hochtief Solutions AG
Honeywell
Intertoll Ltd
Amey Community Ltd
Remaining investments
12%
11%
9%
5%
5%
5%
4%
4%
3%
3%
39%
100%
12%
11%
9%
5%
5%
5%
4%
4%
3%
3%
39%
Portfolio Company in-house
Capilano Highway Services
AtkinsRéalis
Black & McDonald
Cushman and Wakefield
Integral FM
Hochtief Solutions AG
Honeywell
Intertoll Ltd
Amey Community Ltd
Remaining investments
12%
11%
9%
5%
5%
5%
4%
4%
3%
3%
39%
100%
12%
11%
9%
5%
5%
5%
4%
4%
3%
3%
39%
(i)
For this illustration, when a project has more than one FM provider and/or O&M contractor, the exposure is
allocated equally among the contractors. For simplicity, the O&M contractors in the chart above include both the
FM providers and the O&M contractors.
10 BBGI Global Infrastructure S.A.
Graphics
Operating Model continued
BBGI’s selective investment strategy emphasises
sustainable growth and diversification, focusing
on accretive opportunities that enhance portfolio
quality and construction rather than simply
growing AUM.
Model in action:
• BBGI prioritises low-risk, availability-style
assets with high-quality inflation linkage,
backed by creditworthy counterparties in
highly rated geographies. The Company’s
disciplined approach ensures investments
remain within its core areas of expertise and
avoids undue exposure to any single market.
BBGI also has a robust framework embedding
sustainability screening into investment due
diligence.
• BBGI leverages its extensive industry
relationships across multiple geographies to
source attractive investment opportunities,
including pre-emption rights to acquire
co-shareholders’ interests.
• BBGI operates within a specialised segment
of the infrastructure sector, characterised by
modest-scale transactions. In recent times, a
significant portion of capital has flowed into
a handful of sizeable infrastructure funds,
many of which have raised fund targets in
excess of US$10 billion. These larger funds
prioritise the deployment of substantial
amounts of capital and, as a result, do not
actively engage in the smaller-scaled
transaction space where the Company excels.
Within its market niche, it is recognised as a
dependable partner and consequently has
very good visibility of potential opportunities.
• BBGI leverages its strong relationships with
leading construction companies to source
potential investments. Typically, these
contractors have secured the mandate to
design and build new assets but often look to
divest financially after the construction period
has finished – thereafter often maintaining
facility management contracts through a
long-term partnership. BBGI is an attractive
partner for several reasons, including its:
- reputation as a long-term investor,
attractive to government and
government-backed counterparties;
- reliability as a liquidity provider for
contractors seeking to divest;
- ability to help construction companies
avoid consolidating Portfolio Company
debt onto their balance sheets;
- extensive credentials and strong track
record, enhancing the likelihood of being
shortlisted for new projects;
• BBGI has avoided value destructive
acquisitions. The disconnect between private
market valuations – evidenced by recent
secondary market transactions in core
infrastructure assets – and the valuations
currently ascribed by public markets
continues to persist. BBGI shares have
consistently traded at a discount to NAV
since April 2023, which has limited the
Company's ability to issue new equity and
pursue attractive investment opportunities.
Selective investment strategy
A7 Motorway, Germany
BBGI’s prudent financial management approach
emphasises maintaining a conservative capital
structure, efficient cash and corporate cost
management, and robust foreign exchange
hedging to ensure financial resilience.
Model in action:
• BBGI’s portfolio of high-quality Social
Infrastructure investment generates
inflation-linked cash flows from creditworthy
counterparties which allows the Company to
provide strong predictability for progressive
dividend growth.
• BBGI manages its debt facilities with
discipline, expanding its portfolio carefully
without overleveraging. During the FY 2024,
BBGI reduced the size of its RCF from £230m
to £150m, lowering commitment fees and
further optimising capital structure. At Group
level, financial liquidity remained robust with
a net cash position, no structural gearing and
strong dividend cover.
• The refinancing of the Northern Territory
Secure Facilities during the reporting period
has removed all refinancing exposure from
BBGI’s portfolio. With limited exceptions,
borrowing costs are fixed at the Portfolio
Company level, providing stability and
predictability.
• BBGI’s hedging strategy mitigates foreign
exchange risk by hedging forecast portfolio
distributions, balance sheet hedging through
foreign exchange forward contracts and the
ability to borrow in non-Sterling currencies.
• Despite inflationary pressures, BBGI’s efficient
internal management structure has kept
ongoing charges at a competitive 0.92%.
Treasury management
BBGI has adopted a proactive treasury
management approach to optimise the interest
earned on the cash reserve accounts of its
Portfolio Companies. Its share of cash reserves
across the Portfolio Companies was in excess of
£300 million as at 31 December 2024. The
elevated interest rates across all jurisdictions
allowed the Company to benefit from cash
pooling arrangements in the UK and Canada to
maximise interest generated on cash deposits
of its Portfolio Companies. BBGI earned a
weighted average interest rate of approximately
4.5% across jurisdictions.
Prudent financial management
Annual Report 2024 11
Corporate governanceStrategic report of the Management Board
Financial statements
Graphics
Portfolio Review
Portfolio summary
BBGI investments as at 31 December 2024 consisted of 56 high-quality, availability-style Social Infrastructure assets, 100% of which are fully
operational. The portfolio is well diversified across sectors in education, healthcare, civic infrastructure (fire stations, police stations, modern correctional
facilities, municipal and administrative buildings), affordable housing, clean energy and transport low-risk core infrastructure assets.
Located in Australia, Canada, Germany, the Netherlands, Norway, the UK and the US, all Portfolio Companies are in stable, well-developed and highly
rated investment grade countries.
No. Asset* Country
Percentage
holding %
1 A1/A6 Motorway Netherlands 37.1
2 A7 Motorway Germany 49
3 Aberdeen Western Peripheral Route UK 33.3
4 Avon & Somerset Police HQ UK 100
5 Ayrshire & Arran Hospital UK 100
6 Barking Dagenham & Havering
(LIFT)
UK 60
7 Bedford Schools UK 100
8 Belfast Metropolitan College UK 100
9 Burg Correctional Facilities Germany 90
10 Canada Line Canada 26.7
11 Champlain Bridge Canada 25
12 Clackmannanshire Schools UK 100
13 Cologne Schools Germany 50
14 Coventry Schools UK 100
15 E18 Motorway Norway 100
16 East Down Colleges UK 100
17 Frankfurt Schools Germany 50
18 Fürst Wrede Military Base Germany 50
19 Gloucester Royal Hospital UK 50
20 Golden Ears Bridge Canada 100
21 Highway 104 Canada 50
22 John Hart Generating Station Canada 80
23 Kelowna & Vernon Hospitals Canada 100
24 Kent Schools UK 50
25 Kicking Horse Canyon Canada 50
26 Lagan College UK 100
27 Lisburn College UK 100
28 Liverpool & Sefton Clinics (LIFT) UK 60
29 M1 Westlink UK 100
30 M80 Motorway UK 50
31 McGill University Health Centre Canada 40
32 Merseycare Hospital UK 79.6
33 Mersey Gateway Bridge UK 37.5
34 N18 Motorway Netherlands 52
M1 Westlink , UK
No. Asset* Country
Percentage
holding %
35 North Commuter Parkway Canada 50
36 North East Stoney Trail Canada 100
37 North London Estates Partnership
(LIFT)
UK 60
38 North West Fire and Rescue UK 100
39 North West Regional College UK 100
40 Northern Territory Secure Facilities Australia 100
41 Northwest Anthony Henday Drive Canada 50
42 Ohio River Bridges US 66.7
43 Poplar Affordable Housing &
Recreational Centres
UK 100
44 Restigouche Hospital Centre Canada 80
45 Rodenkirchen Schools Germany 50
46 Royal Women's Hospital Australia 100
47 Scottish Borders Schools UK 100
48 South East Stoney Trail Canada 40
49 Stanton Territorial Hospital Canada 100
50 Stoke & Staffs Rescue Service UK 85
51 Tor Bank School UK 100
52 Unna Administrative Centre Germany 90
53 Victorian Correctional Facilities Australia 100
54 Westland Town Hall Netherlands 100
55 William R. Bennett Bridge Canada 80
56 Women's College Hospital Canada 100
*Projects are listed in alphabetical order
12 BBGI Global Infrastructure S.A.
Graphics
1
2
Golden Ears Bridge represented the largest
privately financed greenfield Public Private
Partnership (‘PPP‘) in Canada at the time of its
launch. The project involves the design, build,
financing, operation and maintenance of the
bridge, which is a 1km, six-lane road that
spans the Fraser River and connects Maple
Ridge and Pitt Meadows to Langley and
Surrey. The road opened in March 2009 and
includes more than 3.5km of ramps, viaducts,
minor bridges and underpasses, and more
than 13km of mainline roadway - a large part
of which has been landscaped.
The project includes a 760m cable-stay bridge,
a 500m long twin vehicular tunnel and 2.25km
of associated six-lane interstate highway, with
more than 21 bridges and multiple roundabout-
style interchanges. The asset greatly improves
connectivity, public safety and economic
growth, which benefits residents, businesses
and visitors in the Southern Indiana region.
The monitoring of Ohio River Bridges' energy
reduction programme indicates ongoing
reductions in GHG emissions. Since the
installation of solar panels on the O&M
buildings, the surplus renewable electricity
generated has exceeded the amount consumed.
Additionally, the transition of the project’s fleet
to electric-powered vehicles has halved the
fleet’s fossil fuel consumption since 2019. The
Portfolio Company and the client have started
to implement their biodiversity proposal to
establish wildflower plots around the project.
The trial areas agreed total approximately
28,000m².
Portfolio Snapshot: Top Ten Assets
OUR TEN LARGEST ASSETS
The summary below highlights BBGI's top ten assets by fair value, representing 49% of its total portfolio
fair value.
TYPE:
Availability-style
STATUS:
Operational
EQUITY HOLDING BBGI:
100%
TOTAL INVESTMENT VOLUME:
(debt and equity)
C$1.1 billion
FINANCIAL CLOSE/OPERATIONAL:
March 2006/June 2009
CONCESSION PERIOD:
32 years (post-construction)
ending in 2041
TYPE:
Availability-style
STATUS:
Operational
EQUITY HOLDING BBGI:
66.7%
TOTAL INVESTMENT VOLUME:
(debt and equity):
US$1.175 billion
FINANCIAL CLOSE/OPERATIONAL:
March 2013/December 2016
CONCESSION PERIOD:
35 years (post-construction)
ending in 2051
Golden Ears
Bridge
Ohio River
Bridges
In 2024, major rehabilitation works were
successfully completed by the Portfolio Company,
effectively de-risking large sections of pavement
on the project.
Annual Report 2024 13
Corporate governanceStrategic report of the Management Board
Financial statements
Graphics
Located near Darwin, in the Northern Territory,
Australia, the project involves the design, build,
financing, operation and maintenance of three
separate centres including: a 1,000-bed multi-
classification male and female correctional
centre, a 24-bed secure mental health and
behavioural management centre (the first of its
kind in the Northern Territory), and a 48-bed
supported accommodation and programme
centre for community-based offenders. The
latter is designed to support the Australian
Government’s goals of enhanced rehabilitation,
education and reduced reoffending rates in the
Northern Territory. The asset is one of the largest
Social Infrastructure projects in the Northern
Territory and is the largest PPP ever procured to
date.
In late 2024, BBGI successfully refinanced its
senior debt, including Facility A, ahead of its
October 2025 maturity, and Facility B, taking
advantage of highly competitive pricing on a
full-term debt solution. This refinancing
eliminated future refinancing risk by securing
senior debt at market-leading terms.
3
4
The A7 Motorway project is an availability-
style design, build, finance, operate and
maintain project located between the cities of
Neumünster and Hamburg in Germany. The
project comprises c.65km of highway widening
from four to six lanes including 11 interchanges,
six parking facilities, four rest areas and 79
engineering structures, including a 550m noise
tunnel at the City of Schnelsen.
The noise tunnel provides green spaces and
parks, including 400 allotment gardens, which
reconnect two previously divided
neighbourhoods. Additionally, over 100,000m
2
of noise protection barriers were built to meet
local requirements. Wildlife crossings were
implemented along the motorway to preserve
natural habitats and wildlife migration patterns.
In FY 2024, the Portfolio Company has
continued the transition process of its vehicle
fleet to electric vehicles. The project is also
committed to installing solar panels on the
O&M building, which is expected to deliver
approximately 60 kWp per year of renewable
energy.
Portfolio Snapshot: Top Ten Assets continued
TYPE:
Availability-style
STATUS:
Operational
EQUITY HOLDING BBGI:
100%
TOTAL INVESTMENT VOLUME:
(debt and equity)
A$620 million
FINANCIAL CLOSE/OPERATIONAL:
October 2011/November 2014
CONCESSION PERIOD:
30 years (post-construction)
ending in 2044
TYPE:
Availability-style
STATUS:
Operational
EQUITY HOLDING BBGI:
49%
TOTAL INVESTMENT VOLUME:
(incl. state subsidy of €213 million)
€773 million
FINANCIAL CLOSE/OPERATIONAL:
September 2014/December 2019
CONCESSION PERIOD:
30 years (post-financial close)
ending in 2044
Northern Territory
Secure Facilities
A7 Motorway
14 BBGI Global Infrastructure S.A.
Graphics
Portfolio Snapshot: Top Ten Assets continued
5
6
At the time of its launch, the A1/A6 Motorway
project represented one of the largest
greenfield PPP projects in the Netherlands and
forms part of the wider Schiphol – Amsterdam
– Almere corridor. The project is for the design,
construction, financing and maintenance of
18km of the A1 and A6 motorways to the south
of Amsterdam, and involves the re-routing and
widening of the A1 (to two x five lanes and two
reversible lanes), reconstruction of two major
interchanges, expansion of the A6 (to two x four
lanes and two reversible lanes) and the
construction of various new bridges, an
aqueduct and the longest free span railway
bridge in Europe, as well as demolition of the
old part of the A1 motorway.
Since replacing 2,000 fixtures of traditional
street lighting with Light-Emitting Diode in
2020, the project has reduced its electricity
consumption by approximately 525,000kWh
per year compared to previous years’ annual
consumption. This decreases the CO₂-footprint
of the project by at least 350 metric tonnes per
year.
The Victorian Correctional Facilities project is an
availability-based PPP including the design,
finance, construction and maintenance of two
correctional facilities for the State of Victoria,
Australia (the ‘State’). The first facility, the
maximum security Metropolitan Remand
Centre (‘MRC’), accommodates up to 1,009
male offenders and is located approximately
20km from Melbourne’s city centre. The second,
smaller facility is the medium security
Marngoneet Correctional Centre (‘MCC’) that
accommodates up to 599 male offenders and is
located approximately 65km from Melbourne’s
city centre.
The project is currently undertaking a significant
expansion of both facilities which will see the
bed capacity numbers increase to 1,210 at MRC
and 653 at MCC. The Portfolio Company is
delivering these works via an augmentation
with the State, with works at MCC completed in
2024 and works at MRC expected to be
completed in 2025.
Energy reduction and waste management
programmes are in place at both facilities, with
monitoring indicating continuous reductions in
GHG emissions. In 2024, approximately 402
tonnes of GHG were saved by diverting waste
from landfill.
TYPE:
Availability-style
STATUS:
Operational
EQUITY HOLDING BBGI:
37.1%
TOTAL INVESTMENT VOLUME:
(debt and equity)
€727.4 million
FINANCIAL CLOSE/OPERATIONAL:
February 2013/June 2017
CONCESSION PERIOD:
25 years (post-construction)
ending in 2042
TYPE:
Availability-style
STATUS:
Operational
EQUITY HOLDING BBGI:
100%
TOTAL INVESTMENT VOLUME:
(debt and equity)
A$242 million
FINANCIAL CLOSE/OPERATIONAL:
January 2004/March 2006
CONCESSION PERIOD:
25 years (post-construction)
ending in 2031
A1/A6 Motorway
Victorian
Correctional Facilities
Annual Report 2024 15
Corporate governanceStrategic report of the Management Board
Financial statements
Graphics
Portfolio Snapshot: Top Ten Assets continued
The Liverpool and Sefton Clinics project is a
long-term, public-private strategic partnering
agreement to provide strategic estates services
and develop, fund, build, operate and manage
primary healthcare facilities in Liverpool and
Sefton. Each new development is delivered by
a portfolio company sitting under this
development company. To date there are five
such portfolio companies and 14 completed
facilities. Typical services include GP practices,
chiropody, speech and language therapy,
community nursing, dental surgery and family
planning.
Construction is continuing on the new capital-
funded development scheme for MerseyCare
NHS Foundation Trust on the Mossley Hill site
in Liverpool for a new 80-bed low secure
mental health facility, which is on schedule to
complete in May 2025. The project companies
have established their buildings as an integral
part of the local communities.
8
TYPE:
Availability-style
STATUS:
Operational
EQUITY HOLDING BBGI:
60%
TOTAL INVESTMENT VOLUME:
(debt and equity)
£89 million
FINANCIAL CLOSE/OPERATIONAL:
June 2004 – November 2011/June
2005 – February 2013
NON
-
CONCESSION ASSET
Liverpool and Sefton
Clinics (LIFT)
The M1 Westlink project involved the design,
upgrade, finance and operation of 60km two to
five lane motorway and dual carriageway and
associated assets including structures, street
lighting and safety barriers. The project
included the widening of 4.5km of the M1 and
A12 between Stockman's Lane and Divis
junction to a dual three-lane carriageway and
grade separation of three major junctions. In
addition, a third lane was added to 5km of the
downhill section between Sandyknowes and
Greencastle junctions on the M2, including the
construction of four new bridges.
In 2024, the Portfolio Company and the
operator agreed to replace the current
conventional lighting with LED lighting. The
investment programme of c.£1.2 million will be
funded by the Portfolio Company, with financial
contributions from the operator. This
investment is expected to generate savings in
electricity consumption in the order of
magnitude of 1.6 million kWh per year,
resulting in a reduction in GHG emissions of
c.8,000 tons until the end of the concession in
2036.
7
TYPE:
Availability-style
STATUS:
Operational
EQUITY HOLDING BBGI:
100%
TOTAL INVESTMENT VOLUME:
(debt and equity)
£161 million
FINANCIAL CLOSE/OPERATIONAL:
February 2006/November 2009
CONCESSION PERIOD:
30 years (post-financial close)
ending in 2036
M1 Westlink
16 BBGI Global Infrastructure S.A.
Graphics
10
The project involves the design, build, finance,
operation and maintenance of MUHC’s campus
in Montreal. It comprises two hospitals, a cancer
centre and a research institute with a total of
500 beds. MUHC is one of the most innovative
academic health centres in North America. At
214,000m
2
, one integrated campus consolidates
the Montreal Children’s Hospital, the Royal
Victoria Hospital and the Montreal Chest
Institute, as well as the new Cedars Cancer
Centre and the Research Institute of the MUHC.
The campus project achieved a gold certification
for Leadership in Energy and Environmental
Design in 2016. The Portfolio Company regularly
makes a financial contribution to the MUHC
Foundation, supporting medical research
programmes at MUHC.
TYPE:
Availability-style
STATUS:
Operational
EQUITY HOLDING BBGI:
40%
TOTAL INVESTMENT VOLUME:
(debt and equity, incl. government subsidy)
C$2 billion
FINANCIAL CLOSE/OPERATIONAL:
July 2010/October 2014
CONCESSION PERIOD:
30 years (post-construction)
ending in 2044
McGill University
Health Centre (MUHC)
Portfolio Snapshot: Top Ten Assets continued
9
The Women’s College Hospital project
comprises the design, build, finance, operation
and maintenance of the Women’s College
Hospital in Toronto, Ontario. The hospital is a
multi-story building (approximately 60,000m
2
)
consisting of ambulatory care, surgical research
and educational facilities, as well as
administrative, parking and other non-clinical
space to support Women’s College Hospital’s
comprehensive and integrated approach to
providing quality women’s health care to
patients with a need for diagnostics, extended
treatments and chronic care.
The project achieved a gold certification for
Leadership in Energy and Environmental Design
(‘LEED’) in 2017. In 2024, the replacement
programme for traditional lighting continued,
transitioning 60% of the site to LED lighting with
further upgrades to happen over the next few
years. In 2024, the Portfolio Company partnered
with the client, upgrading 14 electric vehicle
charging stations and adding six new charging
stations for a total of 20 new stations located at
the facility.
TYPE:
Availability-style
STATUS:
Operational
EQUITY HOLDING BBGI:
100%
TOTAL INVESTMENT VOLUME
(debt and equity, incl. government subsidy):
C$421 million
FINANCIAL CLOSE/OPERATIONAL:
July 2010/May 2013
and September 2015
CONCESSION PERIOD:
30 years (post-construction
phase 1) ending in 2043
Women's
College Hospital
Annual Report 2024 17
Corporate governanceStrategic report of the Management Board
Financial statements
Graphics
Market Trends
For the infrastructure sector, interest rate
trends are particularly critical, as borrowing
costs influence asset valuations, capital flows
and deal activity. Infrastructure deal activity
moderated, reflecting a measured approach to
capital deployment. Publicly traded
infrastructure assets have seen valuation
compression, reflecting capital market
volatility and higher interest rates.
Looking beyond near-term macroeconomic
factors, long-term secular trends continue to
reinforce infrastructure’s role as a critical asset
class. Key investment themes shaping the next
decade include digitalisation, decarbonisation,
demographics, and modernisation and
renewal of aging infrastructure.
According to the Global Infrastructure Hub
5
,
the world faces an infrastructure investment
gap of approximately US$15 trillion by 2040,
highlighting the urgent need for private
capital. With governments constrained by high
debt and fiscal deficits, specialist investors like
BBGI are well positioned to bridge this gap.
BBGI’s team is dedicated to identifying
attractive core infrastructure opportunities
that offer long-term cash flow visibility, strong
inflation linkage and a meaningful social
purpose.
The disconnect between private market
valuations – evidenced by recent secondary
market transactions in the core infrastructure
sector – and the valuations currently ascribed
by the public markets to the listed
infrastructure sector continues to persist.
Activity in the secondary market, particularly
private market participants, reaffirms BBGI’s
confidence in the attractiveness of these asset
classes. However, over the last few years, this
disconnect between public market and private
market valuations has constrained BBGI’s
access to capital markets and remains a key
impediment to seizing the growth
opportunities.
The global economy demonstrated resilience in 2024, avoiding contraction despite persistent
inflationary pressures and elevated interest rates. However, the economic momentum remains fragile,
shaped by ongoing geopolitical uncertainties, fiscal constraints and shifting monetary policies. Rising
commodity prices and supply chain disruptions remain potential inflationary catalysts, underscoring the
importance of policy stability.
5 https://outlook.gihub.org/
Restigouche Hospital, Canada
18 BBGI Global Infrastructure S.A.
Graphics
6 https://housing-infrastructure.canada.ca/plan/about-invest-apropos-eng.html
7 https://housing-infrastructure.canada.ca/cptf-ftcc/index-eng.html#about
8 https://cdn.cib-bic.ca/files/documents/reports/en/2023-24-Annual-Report.pdf
Canada
Canada’s Investing in Canada Plan
6
commits over
C$180 billion to infrastructure projects until 2028.
The plan is designed to achieve three key
objectives: fostering long-term economic growth,
enhancing community resilience and promoting
social inclusion. To achieve these goals,
investments are distributed across five streams:
public transit, green infrastructure, Social
Infrastructure, trade and transportation, and rural
and northern communities. So far, over C$155
billion has been invested, with the Government
continuing to roll out additional initiatives to
support critical infrastructure development.
Launched in 2024, the Canada Public Transit
Fund
7
will, for instance, allocate C$30 billion over
ten years to improve and expand public transit
infrastructure. This initiative aligns with the
broader effort to enhance urban mobility, reduce
emissions and support sustainable transportation
networks. To further advance Canada’s
infrastructure ambitions, the Canada
Infrastructure Bank (‘CIB’) plays a key role in
developing and investing in next-generation
infrastructure projects. The CIB’s focus areas
include clean power, green infrastructure, public
transit, trade and transportation, broadband
expansion and Indigenous infrastructure. As at
December 2024, the CIB
8
has invested over C$13
billion in 75 projects, supporting the country’s
transition to a more sustainable and resilient
infrastructure network.
While Canada has reduced its reliance on PPPs in
recent years, collaboration with the private sector
remains crucial for delivering the country’s
estimated C$224 billion infrastructure backlog.
Discussions are ongoing about how to
recalibrate public-private cooperation models to
improve efficiency, while procurement of
infrastructure projects continues at federal,
provincial and local levels.
US
In the US, deglobalisation and energy security
concerns are key drivers for infrastructure
investments, requiring upgrades in
transportation, utilities and digital infrastructure.
With the new administration, federal
infrastructure priorities are shifting from
climate-focused projects to traditional energy,
private-sector-led development and
deregulation. The administration has suspended
funding for Infrastructure Investment and Jobs
Act (IIJA) projects and the Inflation Reduction Act
(‘IRA’), with a new focus on initiatives such as the
US$500 billion Stargate AI programme,
suggesting that technological infrastructure will
be a major federal investment focus, alongside
energy and industrial projects.
While federal priorities are evolving, state and
municipal governments remain pivotal in funding
and managing core Social Infrastructure,
including education, healthcare, public safety and
water systems. Despite substantial public
investment, many communities struggle to
maintain and upgrade essential services, leading
to increased collaboration with the private sector
to address funding gaps and accelerate
development.
EU
Europe is facing headwinds, from rising costs of
living and housing shortages, to business and
migration management. These issues have been
impacted by broader societal, environmental,
security and economic shifts. In response, the
new European Commission has outlined key
priorities aimed at making Europe more
competitive and is establishing a framework
that significantly influences public and private
infrastructure investments across various
sub-sectors in its member states.
Achieving these objectives will require
substantial financial commitments. According to
a report
9
published by a former president of the
European Central Bank, an additional annual
investment of at least €750 billion to €800
billion is necessary to maintain competitiveness
and drive sustainable growth, the majority of
which is expected to come from private sources.
To support economic resilience and long-term
sustainability, the EU's infrastructure investment
priorities are centred on three key areas:
sustainable energy, digital transformation and
strategic connectivity projects. Another major
pillar of EU investment is transportation and
mobility. The EU is continuing the development
of the Trans-European Transport Network, a
comprehensive system of roads, railways,
airports and waterways designed to ensure
seamless and efficient movement across
member states.
Beyond EU-led initiatives, individual member
states are advancing their own infrastructure
agendas. Many governments are prioritising
Social Infrastructure, such as housing,
healthcare and education, to improve access to
essential services and address challenges like
housing affordability and regional disparities.
UK
The UK’s National Infrastructure and
Construction Pipeline
10
– published in 2023 –
estimates that £700 billion to £775 billion in
infrastructure investment will be required over
the next decade, with energy, transportation
and Social Infrastructure identified as the most
critical areas. The Government has introduced
structural changes that will reshape the
implementation and priorities of this pipeline,
and is merging the National Infrastructure
Commission with the Infrastructure and Projects
Authority (‘IPA’) to create a single, more
powerful infrastructure oversight body. The
resulting National Infrastructure and Service
Transformation Authority (‘NISTA’), set to launch
in April 2025, will have an expanded mandate to
streamline infrastructure delivery, align projects
with strategic government goals and accelerate
execution.
Recognising the need to mobilise private capital
for infrastructure development amid fiscal
constraints, the UK Infrastructure Bank was
restructured into the National Wealth Fund
(‘NWF’) in October 2024, expanding its mandate
beyond traditional infrastructure to support the
broader industrial strategy. With an estimated
initial £27.8 billion in capital, the NWF aims to
catalyse private investment in key sectors.
The Government’s infrastructure strategy
focuses on sustainable development and
economic growth, with transport, housing and
healthcare forming key investment pillars. For
example, the Government has pledged to build
1.5 million new homes, and by combining
public and private sector funding, the
Government aims to drive housing growth,
improve regional connectivity and create
sustainable urban expansion. The Government
has also outlined a vision for transforming the
National Health Service (‘NHS’) into a more
community-based model, prioritising localised
health service delivery.
Australia and New
Zealand
The Infrastructure Investment Program (‘IIP’)
remains the Australian Government's primary
funding mechanism for major infrastructure
projects, supporting a rolling ten-year pipeline
of investments in roads, rail, public transport
and regional connectivity. According to
Infrastructure Australia’s latest report, the
nation's major public infrastructure pipeline is
valued at A$213 billion over the five years from
2023–24 to 2027–28, with a growing emphasis
on energy transition and Social Infrastructure.
Infrastructure Australia projects a six-fold
increase in renewable energy projects over the
next five years, making strategic planning for
logistics and enabling infrastructure critical for
both the government and private sector.
Aligned with these priorities, the Australian
Government announced a new investment
mandate for the Future Fund to accelerate
energy transition initiatives, boost economic
resilience and expand domestic infrastructure,
including residential housing. A notable
component is the partnership with states and
territories under Labour’s Housing Australia
Future Fund (‘HAFF’), which aims to unlock up
to A$3 billion for social housing development.
State and territory governments are prioritising
energy transformation and Social Infrastructure,
including investments in hospitals, education
and housing. PPPs continue to play a critical
role in delivering these projects.
In New Zealand, the Government introduced an
NZ$32.9 billion investment plan for the
2024–27 National Land Transport Programme
to enhance efficiency in infrastructure delivery.
9 https://commission.europa.eu/topics/eu-competitiveness/draghi-report_en#paragraph_47059
10 https://www.gov.uk/government/publications/national-infrastructure-and-construction-
pipeline-2023/analysis-of-the-national-infrastructure-and-construction-pipeline-2023-html
Market Trends continued
Annual Report 2024 19
Corporate governanceStrategic report of the Management Board
Financial statements
Graphics
Performance Overview and Key Metrics
for the year ended 31 December 2024.
Highlights and Key Performance Indicators
Certain key performance indicators (‘KPIs’) for the past five years are outlined below:
KPI Target Dec-20 Dec-21 Dec-22 Dec-23 Dec-24 Commentary
Dividends
(paid or declared)
Progressive long-term
dividend growth (pps)
7.18 7.33 7.48 7.93 8.40
Achieved
Cash dividend cover >1. 0x
1.27x 1.31x 1.47x 1.40x 1.37x
Achieved
NAV per share Positive NAV per
share growth
1.2% 2.1% 6.6% (1.4%) (3.5%)
Not achieved during the
reporting period
Annualised NAV per share
total return since IPO
7% to 8% annualised
8.9% 8.8% 9.1% 8.6% 8.1%
Achieved
Annualised Total
Shareholder Return since
IPO
11.0% 10.4% 8.8% 7.6% 6.4%
Refer to ‘Return track
record’ below for
commentary
Ongoing charge Competitive cost
position
0.86% 0.86% 0.87% 0.93% 0.92%
Achieved
Asset availability > 98% asset
availability
✓ ✓ ✓ ✓ ✓
Achieved
Single asset concentration
risk (as a percentage of
portfolio)
< 25% of portfolio
immediately
post-acquisition
9%
(GEB
i
)
11%
(ORB
ii
)
11%
(ORB)
11%
(GEB)
11%
(GEB)
Achieved
Availability-style assets
(as a percentage of portfolio)
> 75% of portfolio is
availability-style
✓ ✓ ✓ ✓ ✓
Achieved
Investment performance
Return track record
Since Initial Public Offering (‘IPO’), BBGI has
delivered a total NAV return of 176.3%,
equating to an 8.1% return on an annualised
basis.
From IPO to April 2023, BBGI’s share price
regularly traded at a premium to its underlying
NAV, reflecting BBGI’s strong operational track
record, its disciplined approach to portfolio
composition and investors’ appetite for a
defensive and geographically diversified
portfolio of core infrastructure assets providing
stable, predictable and inflation-linked cash
flows.
Over the past two years, BBGI and the wider
listed infrastructure sector have been
challenged by a number of factors, including:
– Challenging macroeconomic conditions:
There has been a widespread de-rating of
share prices among the UK-listed
investment funds invested across all
alternative asset classes. This is a result of
several key factors including a rapid rise in
interest rates, which has led to a higher
cost of capital for investors and provides
investors with the opportunity to obtain
sustainable income through alternative
sources; and persistent negative equity
fund flows from the UK, which have
particularly impacted FTSE-index
constituents.
– Access to equity capital markets: The
discount to NAV at which the Company’s
shares have persistently traded in recent
years has limited BBGI’s ability to issue new
equity. An absence of new equity capital
has restricted the volume of acquisitions
BBGI can consider, and with an absence of
new acquisitions, there has been an
accelerated decline in the average portfolio
life of BBGI’s concession assets.
– Finite project lives: PPP assets have fixed
concession lives creating finite cash flows,
i Golden Ears Bridge
ii Ohio River Bridges
20 BBGI Global Infrastructure S.A.
Graphics
Proven progressive dividend policy
Pence per share
4
5
6
7
8
9
20212017
2024
2016 20192015 20222018
2025
target
2023
2020
3.6% average increase (2012 to 2024)
+6%
+2%
201420132012
7.33
6.50
8.40
6.25
7.00
6.00
7.48
6.75
8.57
7.93
7.18
5.76
5.50
5.50
BBGI
FTSE All Share
0%
20%
40%
60%
80%
100%
120%
140%
160%
180%
200%
20242023202220212020201920182017201620152014201320122011
BBGI Total Shareholder Return
Performance Overview and Key Metrics continued
which conclude at the end of each
concession term. This has been reflected in
the gradual decline of the weighted
average remaining asset life since IPO. Over
time, as concessions expire and assuming
no access to capital and no further
investments, eventually the NAV of the
business should be expected to decline on
an annual basis given the amortising nature
of BBGI’s assets.
On average, BBGI’s share price traded at an
11.7% discount during FY 2024 compared to
the reported NAV for FY 2023.
Dividends
Distributions on the Company’s ordinary shares
are expected to be paid twice a year, normally
in respect of the six months to 30 June and the
six months to 31 December.
In October 2024, BBGI paid a first interim
dividend of 4.20pps for the period 1 January
2024 to 30 June 2024. The Company declared a
second interim dividend of 4.20pps for the
period 1 July to 31 December 2024, to be paid
on 16 April 2025 and is consistent with the
target dividend payment of 8.40pps in respect
of the FY 2024.
Annual Report 2024 21
Corporate governanceStrategic report of the Management Board
Financial statements
Graphics
20362029 2043
2025
20402032 204620382027 20412034 204820372030 2044
2026
2033 204720392031 20452028 20422035
2049 2050 2051
Illustrative cash flows
(from 1 January 2025)
0
25
50
75
100
125
150
Cash flows (£m)
Performance Overview and Key Metrics continued
The Company’s assets generate long-term cash
flows from government or government-backed
counterparties, ensuring high visibility and
predictability. While concession-backed cash
flows are resilient, inflation-linked and
defensive, they have a finite life, ending with
each concession term.
Concession assets make up 94% of BBGI’s
portfolio, with the remaining 6% comprising
non-concession assets. Unlike concession
arrangements, where assets return to the public
client at the end of the contract, non-
concession assets are freehold or long-term
leasehold interests. This category includes a
portion of BBGI’s UK Local Improvement
Finance Trust (‘LIFT’) assets such as primary
healthcare facilities, which are designed for
long-term use. With regular maintenance and
upgrades, these assets can achieve significant
long-term income-generating lifespans.
This illustrative chart, as at 31 December 2024, is a target only and is not a profit forecast. There can be no assurance that this target will be met. This chart reflects the target cash flows, including the
cash generated in prior years that has yet to be distributed to the Company, at the reporting date. It also does not consider any further acquisitions, unforeseen costs or expenses, taxes incurred within
the Company structure, or other factors that may affect the portfolio assets, and therefore the impact on the cash flows to the Company. As such, the chart above should not in any way be construed as
forecasting the actual cash flows from the portfolio. There are cash flows extending beyond 2051 but for illustrative purposes, these are excluded from the chart above.
Projected portfolio cash flow
Cumulative BBGI dividend growth since IPO (%)
Cumulative UK CPI growth since IPO (%)
2.6
5.0
6.5
4.7
7.0
9.1
8.0
13.6
10.8
18.2
13.4
22.7
15.3
27.3
16.5
30.5
19.4
33.3
28.8
36.0
34.0
44.2
Dec 24Dec 23Dec 22Dec 21Dec 20Dec 19Dec 18Dec 17Dec 16Dec 15Dec 14Dec 13Dec 12
37.3
52.7
Cumulative dividend growth vs UK CPI
22 BBGI Global Infrastructure S.A.
Graphics
134
136
138
140
142
144
146
148
150
NAV per share
as at 31 December 2023
(2.9)
0.5(2.8)
8.3(8.2)
142.7
147.8
0.3%(5.5%) (2.0%)5.6%
% change in NAV
(1.9%)
Dividends paid to
BBGI shareholders
(i)
Performance
(ii)
Change in market
discount rate
Change in macroeconomic
assumptions
Foreign exchange
net movement
NAV per share
as at 31 December 2024
Pence per share
The Management Board is responsible for
carrying out the fair market valuation of the
Company’s investments, which is prepared by
the internal valuation team and subsequently
reviewed and approved by the Management
Board before being presented to the
Supervisory Board for consideration as part of
its approval of the Annual and Interim Reports.
The valuation occurs semi-annually on 30 June
and 31 December and is opined on by an
independent third-party valuation expert.
The Company’s investments are principally
non-market traded investments with
predictable long-term contracted revenues;
therefore, the valuation is determined using the
discounted cash flow methodology. BBGI’s
forecast assumptions for key macroeconomic
factors impacting cash flows include inflation
and deposit rates, changes in tax legislation and
enacted changes in taxation rates, informed by
market data, publicly available economic
forecasts and historical trends. BBGI also
exercise judgement in assessing the future
Portfolio Company cash flows, using detailed
financial models produced by each Portfolio
Company and adjusting where necessary to
reflect its assumptions. The Company’s
consolidated valuation is a sum-of-the-parts
valuation with no further adjustments made to
reflect platform value, scale, scarcity, portfolio
effect or diversification.
The fair value of each investment is determined
by applying an appropriate discount rate,
alongside contracted foreign exchange rates or
reporting period-end foreign exchange rates,
and withholding taxes (as applicable).
The discount rates applied consider investment
risks, including the phase of the investment
(construction, ramp-up or stable operation),
investment-specific risks and opportunities and
country-specific factors.
The Management Board’s determination of
appropriate discount rates involves judgement
based on market transactions and knowledge,
and publicly available information. As a
reasonability check to BBGI’s market-based
approach and providing further guidance to
determine the appropriate market discount
rates, the Company complements its market-
based approach with the capital asset pricing
model (‘CAPM’).
The charts below illustrate the breakdown of
movements in the NAV per share and portfolio
value.
LIFT Liverpool and Sefton, UK
Valuation
NAV per share movements 31 December 2023 to 31 December 2024
The NAV per share as at 31 December 2024 was 142.7p (31 December 2023: 147.8p), representing a decrease of 3.5%. In the period, the Company
achieved a NAV total return of +2.1%.
i  This figure represents the cash dividends paid in the period.  
ii  The Performance represents amongst other things, (i) the unwinding of the discount factor applied to those future investment cash flows (ii) portfolio performance, the net effect of actual inflation, and 
updated operating assumptions to reflect current expectations, and (iii) changes in the Company’s working capital position.
880
900
920
940
960
980
1000
1020
1040
1060
Portfolio value
31 December
2023
(20.6)
3.2(19.8)
78.7(96.1)
992.5
951.0
1,047.1
0.3%7.5% (2.0%)
(1.9%)
% change in NAV
Distributions
(ii)
Rebased opening
portfolio value
1 January 2024
Portfolio
Return
(iii)
Change in market
discount rate
Change in
macroeconomic
assumptions
Foreign
exchange net
movement
Portfolio value
31 December
2024
£ million
1,056.6
(9.5)
1,019.9
27.4
NAV as at
31 December
2023
Other net (assets)
/ liabilities as at
31 December
2023 (i)
Other net assets /
(liabilities)
as at 31 December
2024 (i)
NAV as at
31 December
2024
NAV movements 31 December 2023 to 31 December 2024
The NAV at 31 December 2024 was £1,019.9 million (31 December 2023: £1,056.6 million).
i  These figures represent the net assets of the Group after excluding the IFRS carrying amount of Investments at fair value through profit or loss (‘FVPL’) and the IFRS-reported net positions on currency 
hedging instruments. Refer to the Pro Forma Balance Sheet in the Financial Results section of this Annual Report for further detail.
ii  While distributions from Investments at FVPL reduce the portfolio value, there is no impact on the Company’s NAV as the effect of the reduction in the portfolio
  value is offset by the receipt of cash at the consolidated Group level. Distributions in the above graph are shown net of withholding tax.
iii  Portfolio Return comprises the unwinding of the discount rate, portfolio performance, and updated operating assumptions to reflect current expectations.
Annual Report 2024 23
Corporate governanceStrategic report of the Management Board
Financial statements
Graphics
Valuation continued
Dec-24
Jun-24
Dec-23
Jun-23
Dec-22
Jun-22
Dec-21
Jun-21
Dec-20
Jun-20
Dec-19
Jun-19
Dec-18
Jun-18
Dec-17
Jun-17
Dec-16
Jun-16
Dec-15
Jun-15
Dec-14
Jun-14
Dec-13
Jun-13
Dec-12
Jun-12
Dec-11
Jun-11
Dec-10
Jun-10
Dec-09
Jun-09
Dec-08
Jun-08
Dec-07
Jun-07
7.4%
7.5%
7.9%
8.0%
8.5%
8.6%
8.4% 8.6%
8.6% 8.5% 8.5% 8.5%
8.4% 8.4% 8.4%
8.2%
8.1%
7.9%
7.8%
7.6%
7.5%
7.4%
7.2% 7.2%
7.1%
7.1% 7.0%
6.8%
6.6% 6.6% 6.6%
6.9%
7.2%
7.3% 7.3%
2.7%
3.1%
3.3%
4.5%
4.3%
4.3%
4.7%
4.7%
4.7%
5.7%
5.9%
5.9%
5.2%
4.9%
5.3%
5.8%
5.5%
5.5%
6.1%
5.4%
5.4%
5.3%
5.1%
5.2%
5.6%
5.5%
6.2%
5.9%
5.1%
5.1%
3.6%
3.1%
3.4%
3.7%
3.3%
4.8%
4.3%
4.6%
3.5%
4.1%
4.3%
3.8%
3.8%
3.9%
2.9%
2.6%
2.7%
3.2%
3.5%
3.1%
2.3%
2.5%
2.4%
1.7%
2.2%
2.1%
2.1%
2.1%
2.0%
1.5%
1.5%
0.8%
0.9%
1.5%
1.5%
3.0%
3.8%
3.8%
3.6%
4.0%
Weighted average risk-free government bonds
(ii)
Risk premium
1%
2%
3%
4%
5%
6%
7%
8%
9%
10%
Discount rate
Weighted average discount rates
(i)
7.6%
3.5%
4.1%
i  Sector average from listed peers for the period from June 2007 until June 2011 and the BBGI weighted average discount rate from December 2011.
ii  Based on the weighted geographical breakdown of the BBGI portfolio as at each valuation period; considering the following securities yield rates: Canadian Government Debt – 20 years, UK 
Government Debt – 20 years, Australian Government Debt – 15 years, US Treasury Bond – 20 years, German Government Bunds  – 20 years, Norway Swap Rate - 10 years and Netherlands 
Government Debt – 20 years.  
Key drivers for NAV change
The rebased opening portfolio value, after cash
distributions from investments of £96.1 million,
was £951.0 million.
Portfolio return:
The portfolio return includes unwinding of the
discount rate, portfolio performance, inflation
impact and updated operating assumptions.
During FY 2024, the Company recognised a
£78.7 million portfolio return (7.5% NAV
increase) with £74.0 million from discount rate
unwinding
11
and a net increase of £4.7 million
from portfolio performance, including effective
lifecycle cost management, Portfolio Company
cost savings, change order revenues, structuring
and active treasury management.
Change in market discount rates:
The weighted average discount rate increased
by 0.3 percentage points to 7.6% (31 December
2023: 7.3%), which the Management Board
believes is appropriate for a portfolio of stable
availability-style Social Infrastructure
investments in the current macroeconomic
environment. The increase in the market
discount rate resulted in a reduction of £19.8
million (1.9% NAV decrease).
BBGI’s valuation approach is materially
unchanged from IPO. To determine the
appropriate discount rate for each jurisdiction,
the Company employs its judgement using a
multifaceted market-based approach,
combining market transactional analysis,
benchmarking with comparable companies and
sectors, discussions with relevant market
advisers and utilising publicly available
information.
Complementing BBGI’s market-based approach,
particularly in periods of limited market
transaction data, is the CAPM, which integrates
government risk-free rates and a risk premium
with adjustments made to account for observed
volatility in risk-free rates during the period. The
CAPM analysis acts as a reasonability check,
providing guidance for potential discount rate
adjustments in instances where transaction data
is more limited.
During the period, long-term risk-free rates
increased between 20 basis points (‘bps’) to
100bps across the jurisdictions where BBGI
invests. The weighted average risk-free rate
increased to 4.1% (31 December 2023: 3.6%),
resulting in a portfolio risk premium of 3.5%.
The risk premium is within historic ranges and
supported by observed market transactions.
The geographic diversification of BBGI’s
portfolio results in a divergence of the discount
rates applied in each jurisdiction. In the UK, the
Management Board believes it is appropriate to
apply an 8.0% discount rate for the Company’s
portfolio of stable operational availability-based
Social Infrastructure assets.
Specific discount rates consider risks associated
with the investment including the phase the
investment is in, such as construction, ramp-up
or stable operation, investment-specific risks
and opportunities, and country-specific factors.
Furthermore, BBGI has applied risk premia or
discounts to a limited number of other
investments based on their individual
circumstances. For example, BBGI has
maintained the risk premium of 50bps on the
only UK acute care hospital in its portfolio,
Gloucester Royal Hospital. This asset represents
less than 1% of the NAV. This risk premium
reflects the ongoing situation in the UK where
some public health clients are facing cost
pressures and are actively seeking cost savings,
including deductions. To date, BBGI has not
been affected.
11 As the portfolio moves closer to forecast investment distribution dates, the time value of those cash flows increases on a net present value basis and this effect is called unwinding.
24 BBGI Global Infrastructure S.A.
Graphics
Valuation continued
Change in macroeconomic assumptions:
During the period, changes in macroeconomic
assumptions resulted in a £3.2 million (0.3%)
increase in NAV. The change was primarily
driven by higher short-term deposit rate
assumptions, reflecting continued elevated
rates and an updated long-term deposit rate
assumption in the UK. While central banks have
begun cutting rates in the jurisdictions BBGI
invests in, the reductions have been slower than
initially forecasted, resulting in higher short-
term deposit rates than assumed in the
December 2023 valuation. BBGI’s changes in
short-term inflation assumptions had a minor
negative effect on the NAV.
Foreign exchange:
A significant proportion of the Company’s
underlying investments are denominated in
currencies other than Sterling. The Company
maintains its accounts, prepares the valuation
and pays dividends in Sterling. Accordingly,
fluctuations in exchange rates between Sterling
and the relevant local currencies affect the
value of the Company’s underlying investments.
The Group uses forward currency swaps to a)
hedge 100% of forecast cash flows over the
next four years on an annual rolling basis, and
b) implement balance sheet hedging in order to
limit the decrease in the NAV to approximately
3%, for a 10% adverse movement in foreign
exchange rates. This is achieved by hedging a
portion of the non-Sterling and non-Euro
portfolio value. Forecast distributions in Euro
are not hedged, as a natural hedge is in place
due to a significant portion of the Company’s
running costs being denominated in Euro. The
effect of the Company’s hedging strategy can
also be expressed as a theoretical or implicit
portfolio allocation to Sterling exposure. In
other words, on an unhedged basis, the
portfolio allocation to Sterling exposure at 31
December 2024 would need to be
approximately 73% to obtain the same NAV
sensitivity to a 10% adverse change in foreign
exchange rates, as shown in the foreign
exchange sensitivity table.
During the period ended 31 December 2024,
the appreciation of Sterling (‘GBP’) against the
Canadian Dollar (‘CAD’), Australian Dollar
(‘AUD’), the Euro (‘EUR’) and the Norwegian
Krone (‘NOK’), and the depreciation against the
US Dollar (‘USD’) accounted for a net decrease
in the portfolio value of £20.6 million, or 2.0%
of the 31 December 2024 NAV.
The table below shows the closing exchange
rates, which were used to convert unhedged
future cash flows into the reporting currency as
of 31 December 2024.
For valuation purposes, the forecast
distributions from investments are converted to
Sterling at either the contracted foreign
exchange rate, for 100% of non-Sterling and
non-Euro-denominated cash flows forecast to
be received over the next four years, or at the
closing foreign exchange rate at 31 December
2024 for the unhedged future cash flows.
Although the closing rate is the required
conversion rate to use for the unhedged future
cash flows, it is not necessarily representative of
future exchange rates as it reflects a specific
point in time.
GBP/
Valuation
impact
FX rates as of
31 December 2024
FX rates as of
31 December 2023
FX rate
change
AUD 2.0204 1.8690 (8.10%)
CAD 1.8017 1.6871 (6.79%)
EUR 1.2068 1.1532 (4.65%)
NOK 14.2262 12.9571 (9.79%)
USD 1.2536 1.2731 1.53%
Annual Report 2024 25
Corporate governanceStrategic report of the Management Board
Financial statements
Graphics
Valuation continued
31 December 2024 31 December 2023
Inflation
UK
(i)
RPI/CPIH
3.50% (actual) for 2024 then 3.00% (RPI) / 2.25%
(CPIH)
3.80% for 2024 then 3.00% (RPI) / 2.25% (CPIH)
Canada 2.40% (actual) for 2024 then 2.00% 2.50% for 2024; 2.10% for 2025 then 2.00%
Australia 2.50% for 2024 then 2.50% 3.50% for 2024; 3.00% for 2025 then 2.50%
Germany
(ii)
2.60% (actual) for 2024 then 2.00% 2.70% for 2024; 2.10% for 2025 then 2.00%
Netherlands
(ii)
3.30% (actual) for 2024 then 2.00% 2.70% for 2024; 2.10% for 2025 then 2.00%
Norway
(ii)
2.20% (actual) for 2024 then 2.25% 4.50% for 2024; 2.50% for 2025 then 2.25%
US 2.90% (actual) for 2024 then 2.50% 2.50%
Deposit rates
(p.a.)
UK 4.00% to December 2025 then 2.75% 4.50% to December 2024 then 2.50%
Canada 3.00% to December 2025 then 2.50% 4.75% to December 2024 then 2.50%
Australia 4.00% to December 2025 then 3.50% 4.75% to December 2024 then 3.50%
Germany/
Netherlands
2.25% to December 2025 then 2.00% 3.25% to December 2024 then 2.00%
Norway 4.25% to December 2025 then 2.75% 4.75% to December 2024 then 2.75%
US 4.00% to December 2025 then 2.50% 4.50% to December 2024 then 2.50%
Corporate
tax rates
(p.a.)
UK 25.00% 25.00%
Canada
(iii)
23.00% / 26.50% / 27.00% / 29.00% 23.00% / 26.50% / 27.00% / 29.00%
Australia 30.00% 30.00%
Germany
(iv)
15.83% 15.83%
Netherlands 25.80% 25.80%
Norway 22.00% 22.00%
US 21.00% 21.00%
(i)  On 25 November 2020, the UK Government announced the phasing out of the RPI after 2030 to be replaced with the Consumer Prices Index ('CPI') including owner occupiers Housing costs (‘CPIH’). 
The Company’s UK portfolio indexation factor changes from RPI to CPIH beginning on 1 January 2031. 
(ii)  CPI indexation only. Where investments are subject to a basket of indices, a projection for non-CPI indices is used.
(iii) Individual tax rates vary among Canadian Provinces and Territories: Alberta; Ontario, Quebec, Northwest Territories; Saskatchewan, British Columbia; New Brunswick, Nova Scotia.
(iv) Including solidarity charge; individual local trade tax rates are considered in addition to the tax rate above. 
Macroeconomic assumptions
In addition to the discount rates, BBGI uses the following assumptions (‘Assumptions’) for the cash flows:
26 BBGI Global Infrastructure S.A.
Graphics
-10% -8% -6% -4% -2% 0%
Positive change in variable
Negative change in variable
2% 4% 6% 8% 10%
Discount rate +/- 1%
Inflation rate -/+ 1%
Foreign Exchange +/- 10%
Combined +/-1% inflation, deposit rates, and discount rates
Lifecycle costs +/- 10%
Deposit rate -/+ 1%
Corporate tax rate +/- 1%
Refinancing – senior debt rate + 1%
GDP -/+ 0.5%
(6.7%)
(3.6%)
(1.3%)
(2.9%)
(2.3%)
-
(1.2%)
-
2.0%
1.1%
2.7%
1.6%
(1.9%) 1.9%
4.0%
7.7%
-
-
Sensitivities (expressed as % of NAV)
A sensitivity analysis on the key assumptions is provided below.
Discount rate sensitivity
The weighted average discount rate applied to
the Company’s portfolio of investments is the
single most important judgement and variable.
The following table shows the sensitivity of the
NAV to a change in the discount rate.
Discount rate
sensitivity
(i)
Change in NAV
31 December 2024
Increase 1%
to c. 8.6%
(£68.7) million,
i.e. (6.7%)
Decrease 1%
to c. 6.6%
£78.3 million,
i.e. 7.7%
(i)  Based on the weighted average rate of 7.6%.
Inflation has increased in all jurisdictions across
BBGI’s geographies, and interest rates have
risen from historical lows in recent years,
although in some jurisdictions these trends
have reversed over the period. Should
long-term interest rates change substantially
further, this may affect discount rates, and as a
result, impact portfolio valuation.
Inflation sensitivity
The Portfolio Companies are contractually
entitled to receive contracted revenue streams
from public sector clients, which are typically
adjusted every year for inflation (e.g. RPI, CPI or
a basket of indices). Facilities management
subcontractors for accommodation
investments, and operating and maintenance
subcontractors for transport investments have
similar indexation arrangements.
The table below shows the sensitivity of the
NAV to a change in inflation rates compared to
the assumptions in the table above:
Inflation sensitivity
Change in NAV
31 December 2024
Inflation +1% £40.9 million,
i.e. 4.0%
Inflation −1% (£36.8) million,
i.e. (3.6%)
Deposit rate sensitivity
Portfolio Companies typically have cash
deposits that are required to be maintained as
part of the senior debt funding requirements
(e.g. six-month debt service reserve accounts
and maintenance reserve accounts). The asset
cash flows are positively correlated with the
deposit rates.
The table below shows the sensitivity of the
NAV to a percentage point change in long-term
deposit rates compared to the long-term
assumptions in the table above:
Deposit rate
sensitivity
Change in NAV
31 December 2024
Deposit rate +1% £19.8 million,
i.e. 1.9%
Deposit rate −1% (£19.8) million,
i.e. (1.9%)
Combined sensitivity: inflation, deposit rates
and discount rates
It is reasonable to assume that macroeconomic
movements would affect discount rates, deposit
rates and inflation rates, and not be isolated to
one variable. To illustrate the effect of this
combined movement on the Company’s NAV,
two scenarios were created assuming a one
percentage point change in the weighted
average discount rate, and a one percentage
point change in both deposit and inflation rates
above the macroeconomic assumptions.
Combined sensitivity:
inflation, deposit rates
and discount rates
Change in NAV
31 December 2024
Increase 1% (£13.1) million,
i.e. (1.3%)
Decrease 1% £16.1 million,
i.e. 1.6%
Valuation continued
Annual Report 2024 27
Corporate governanceStrategic report of the Management Board
Financial statements
Graphics
Foreign exchange sensitivity
As described above, a significant proportion of
the Company’s underlying investments are
denominated in currencies other than Sterling.
The following table shows the sensitivity of the
NAV to a change in foreign exchange rates:
Foreign exchange
sensitivity
(i)
Change in NAV
31 December 2024
Increase by 10% (£29.4) million,
i.e. (2.9%)
Decrease by 10% £27.9 million,
i.e. 2.7%
(i)  Sensitivity in comparison to the spot foreign exchange rates 
at 31 December 2024 and considering the contractual and 
natural hedges in place, derived by applying a 10% increase 
or decrease to the Sterling/foreign currency rate.
Lifecycle costs sensitivity
Lifecycle costs are the cost of planned
interventions or replacing material parts of an
asset to maintain it over the concession term.
They involve larger items that are not covered
by routine maintenance and, for roads, will
include items such as replacement of asphalt,
rehabilitation of surfaces, or replacement of
equipment. Lifecycle obligations are generally
passed down to the facility maintenance
provider, except for transportation investments,
where these obligations are typically retained
by the Portfolio Company.
Of the 56 investments in the portfolio, 20
investments retain lifecycle obligations. The
remaining 36 investments have this obligation
passed down to the subcontractor.
The table below shows the sensitivity of the
NAV to a change in lifecycle costs:
Lifecycle costs
sensitivity
(i)
Change in NAV
31 December 2024
Increase by 10% (£23.9) million,
i.e. (2.3%)
Decrease by 10% £20.8 million,
i.e. 2.0%
(i)  Sensitivity applied to the 20 investments in the portfolio that 
retain the lifecycle obligation i.e. the obligation is not passed
down to the subcontractor.
Corporate tax rate sensitivity
The profits of each Portfolio Company are
subject to corporation tax in the country where
the Portfolio Company is located.
The table below shows the sensitivity of the
NAV to a change in corporate tax rates
compared to the assumptions in the table
above:
Corporate tax rate
sensitivity
Change in NAV
31 December 2024
Tax rate +1% (£11.8) million,
i.e. (1.2%)
Tax rate −1% £11.7 million,
i.e. 1.1%
Refinancing: senior debt rate sensitivity
BBGI’s portfolio is not exposed to refinancing
risk.
In December 2024, the Company successfully
completed a refinancing of Northern Territory
Secure Facilities putting in place full-term senior
debt and removing any future refinancing risk
from its portfolio.
Gross Domestic Product sensitivity
BBGI’s portfolio is not sensitive to movements
in GDP.
Details of the principal risks faced by the Group
are outlined in the Key Risk Update of this
Report.
Key Portfolio Company and portfolio cash
flow Assumptions underlying the NAV
calculation include:
The discount rates and the assumptions, as
set out above, continue to be applicable.
The updated financial models used for the
valuation accurately reflect the terms of all
agreements relating to the Portfolio
Companies and represent a fair and
reasonable estimation of future cash flows
accruing to the Portfolio Companies.
Cash flows from and to the Portfolio
Companies are received and made at the
times anticipated.
Non-UK investments are valued in local
currency and converted to Sterling at either
the period-end spot foreign exchange rates
or the contracted foreign exchange rate.
Where the operating costs of the Portfolio
Companies are contractually fixed, such
contracts are performed according to
terms, and where such costs are not fixed,
they remain within the current forecasts in
the valuation models.
Where lifecycle costs/risks are borne by the
Portfolio Companies, they remain in line with
current forecasts in the valuation models.
Contractual payments to the Portfolio
Companies remain on track and contracts
with public sector or public sector-backed
counterparties are not terminated before
their contractual expiry date.
Any deductions or abatements during the
operations period of concession are passed
down to subcontractors under contractual
arrangements or are part of the planned
(lifecycle) forecasts.
Changes to the concession period for
certain investments are realised.
In cases where the Portfolio Companies
have contracts in the construction phase,
they are either completed on time or any
delay costs are borne by the construction
contractors (only applicable if there are
Portfolio Companies in the construction
phase).
Enacted tax rates and regulatory changes,
or expected regulatory changes with a high
probability, on or prior to this reporting
period-end with a future effect materially
impacting cash flow forecasts, are reflected
in the financial models.
In forming the above assessments, BBGI uses its
judgement and works with Portfolio Company
management teams, as well as using due
diligence information from, or working with,
suitably qualified third parties such as technical,
legal, tax and insurance advisers.
Valuation continued
28 BBGI Global Infrastructure S.A.
Graphics
Financial Results
The Consolidated Financial Statements of the Group for the year ended 31 December 2024 are in the Financial Statements section of this Annual
Report.
Basis of accounting
BBGI has prepared the Group’s Consolidated Financial Statements in accordance with International Financial Reporting Standards accounting standards
('IFRS') as adopted by the European Union (‘EU’). In accordance with IFRS, the Company qualifies as an Investment Entity and, as such, does not
consolidate its investments in subsidiaries that qualify as investments at fair value through profit or loss ('Invesments at FVPL'). Certain subsidiaries that
are not Investments at FVPL but instead provide investment-related services or activities that relate to the investment activities of the Group, are
consolidated. As an Investment Entity, the Company recognises distributions from Investments at FVPL as a reduction in their carrying value. These
distributions reduce the estimated future cash flows which are used to determine the fair value of the Investments at FVPL. The accounting principles
applied are in line with those principles applied in the prior year reporting.
Income and costs
Pro forma Income Statement
Investment Basis
Year ended
31 Dec 24
£ million
Year ended
31 Dec 23
£ million
Income from Investments at FVPL 42.8 44.5
Other operating income 2.0 1.4
Operating income 44.8 45.9
Administrative expenses (13.5) (12.1)
Other operating expenses
—
(1.1)
Net finance costs (1.7) (2.5)
Net gain/(loss) on balance sheet hedging (0.7) 13.4
Profit before tax 28.9 43.6
Tax expense – net (2.7) (3.3)
Profit for the year 26.2 40.3
Other comprehensive loss (4.6) (0.8)
Total comprehensive income 21.6 39.5
Basic earnings per share (pence) 3.7 5.6
During the year, the Group recognised income from Investments at FVPL of £42.8 million (31 December 2023: £44.5 million). This income comprises the
following components:
Investment Basis
Year ended
31 Dec 24
£ million
Year ended
31 Dec 23
£ million
Discount unwinding 74.0 75.2
Net movement on foreign exchange (20.6) (23.3)
Change in market discount rate (19.8) (41.0)
Value enhancements 4.7 18.5
Change in macroeconomic assumptions 3.2 11.4
Others 1.3 3.7
Income from investments at FVPL 42.8 44.5
Administrative expenses include personnel expenses, legal and professional fees, and office and administration expenses. For more details, refer to the
Group Level Corporate Cost analysis provided on the next page.
Annual Report 2024 29
Corporate governanceStrategic report of the Management Board
Financial statements
Graphics
Group Level Corporate Cost Analysis
The table below is prepared on an accrual basis.
Year ended
31 Dec 24
£ million
Year ended
31 Dec 23
£ million
Personnel expenses 8.8 8.0
Legal and professional fees 3.3 2.7
Office and administration 1.2 1.4
Acquisition-related costs
—
0.1
Corporate costs 13.3 12.2
Taxes
Taxes for the year ended 31 December 2024 totalled £2.7 million (31 December 2023: £3.3 million). This includes withholding taxes from the countries
of origin for certain portfolio distributions received by consolidated entities, the Company’s annual subscription tax and both current and deferred
taxes of the consolidated subsidiaries.
The Company, as an undertaking for collective investment, is exempt from corporate income tax in Luxembourg and instead pays an annual
subscription tax of 0.05% on the value of its total net assets. Moreover, the Company as a SICAV is not subject to taxes on capital gains or income. All
other consolidated subsidiaries are subject to taxation at the applicable rate in their respective jurisdictions.
Net finance costs
Year ended
31 Dec 24
£ million
Year ended
31 Dec 23
£ million
Finance costs on loan and borrowings 2.2 3.1
Interest income on bank deposits (0.5) (0.6)
Net finance costs 1.7 2.5
The net finance costs for the year amounted to £1.7 million (31 December 2023: £2.5 million). This figure includes borrowing costs, commitment fees,
and other related fees associated with the RCF. As of 31 December 2024, the Group had no outstanding borrowings under the RCF.
Ongoing Charges
The Ongoing Charges (‘OGC’) percentage presented in the table below is prepared in accordance with the AIC recommended methodology, latest update
published in October 2024.
Ongoing Charges Information
Year ended
31 Dec 24
% of avg. NAV
Year ended
31 Dec 23
% of avg. NAV
Ongoing Charges (using AIC recommended methodology) 0.92% 0.93%
In accordance with the AIC recommended methodology, fees that are linked to investment performance could be viewed as analogous to performance
fees paid by externally-managed investment companies and should therefore be excluded from the principal OGC calculation.
Fees directly linked to investment performance recorded in 2024 as a percentage of average NAV were 0.14% (2023: 0.11%). Combined, the aggregate
of Ongoing Charges plus investment performance fees was 1.06% in the year (2023: 1.04%).
Financial Results continued
30 BBGI Global Infrastructure S.A.
Graphics
The table below provides a reconciliation of Ongoing Charges and the Ongoing Charges Percentage to the administrative expenses under IFRS.
Year ended
31 Dec 24
£ million
(except %)
Year ended
31 Dec 23
£ million
(except %)
Corporate costs to 31 December 13.3 12.2
Less: Non-recurring costs and taxes as per AIC guidelines
Non-recurring professional and external advisory costs (0.5) (0.6)
Non-recurring personnel costs (1.8) (0.5)
Acquisition-related advisory costs
—
(0.1)
Compensation linked to investment performance (1.5) (1.2)
Recurring costs per AIC guidelines
(i)
9.5 9.8
Divided by:
Average undiluted Investment Basis NAV for 2024
(average of 31 December 2024: £1,019.9 million and 30 June 2024: £1,053.4 million) 1,037.0 1,056.7
Ongoing Charges percentage
(i)
0.92% 0.93%
(i) Figures reported are based on actual results rather than the rounded figures presented in this table.
Movement in net cash/debt
Year ended
31 Dec 24
£ million
Year ended
31 Dec 23
£ million
Net cash/(debt) at the beginning of the year 9.7 (26.3)
Distributions from Investments at FVPL
(i)
97.3 94.5
Dividends paid (58.4) (53.5)
Net cash flows used in operating activities (17.2) (19.4)
Net cash flows used in other financing activities (3.0)
—
Realised hedging gain/(loss) on investing activities (0.7) 13.4
Impact of foreign exchange movements (0.3) 1.0
Net cash at the end of the year 27.4 9.7
(i) Distributions from Investment at FVPL are shown gross of withholding tax. The associated withholding tax outflow is included in ‘Net cash flows used in operating activities’.
The Group's portfolio of investments continued to perform strongly over the year, with net cash generated ahead of projections.
The net cash flows used in other financing activities includes the cash outflow associated with a £1.6 million share purchase to facilitate the settlement
of employee share based awards. Furthermore, the Group entered into an amendment and restatement of its RCF which includes, among other things,
the accession of a new arranger and issuing bank and the extension of the final maturity date to 26 May 2028, with further extension options available.
This amendment and restatement resulted in a £1.5 million cash outflow to service debt issuance costs.
Refer to the Consolidated Statement of Cash Flows for further details on cash flows during the year ended 31 December 2024.
Financial Results continued
Annual Report 2024 31
Corporate governanceStrategic report of the Management Board
Financial statements
Graphics
Cash dividend cover
For the year ended 31 December 2024, the Group achieved a cash dividend cover ratio of 1.37x (year ended 31 December 2023: 1.40x) calculated as
follows:
31 Dec 2024
£ million
(except ratio)
31 Dec 2023
£ million
(except ratio)
Distributions from Investments at FVPL 97.3 94.5
Less: Net cash flows used in operating activities (17.2) (19.4)
Net distributions 80.1 75.1
Divided by: Cash dividends paid 58.4 53.5
Cash dividend cover (ratio) 1.37x 1.40x
The strong cash dividend coverage for the year was underpinned by BBGI’s contracted, high-quality inflation-linked portfolio cash flows.
Pro Forma Balance Sheet
Investment Basis
31 Dec 2024
£ million
31 Dec 2023
£ million
Investments at FVPL 992.5 1,047.1
Trade and other receivables 1.1 0.9
Other liabilities
—
net (1.1) (1.1)
Net cash 27.4 9.7
NAV attributable to ordinary shares 1,019.9 1,056.6
Three-year comparative of Investment Basis NAV 31 Dec 24 31 Dec 23 31 Dec 22
NAV (millions) 1,019.9 1,056.6 1,069.2
NAV per share (pence) 142.7 147.8 149.9
The NAV decreased by 3.5% to £1,019.9 million at 31 December 2024 (31 December 2023: £1,056.6 million), and by 3.5% on an NAV per share basis.
The NAV per share is calculated by dividing the NAV by the number of Company shares issued and outstanding at the end of the reporting period. This
information presents the residual claim of each shareholder to the net assets of the Group.
Financial Results continued
32 BBGI Global Infrastructure S.A.
Graphics
Reconciliation of Consolidated Income Statement
31 December 2024 31 December 2023
Investment
Basis
£ million
Adjust
£ million
Consolidated
IFRS
£ million
Investment
Basis
£ million
Adjust
£ million
Consolidated
IFRS
£ million
Income from Investments at FVPL 42.8 (13.3) 29.5 44.5 (5.6) 38.9
Other operating income
(i)
2.0 5.6 7.6 1.4 9.2 10.6
Operating income 44.8 (7.7) 37.1 45.9 3.6 49.5
Administrative expenses (13.5) – (13.5) (12.1) – (12.1)
Other operating expenses – (0.7) (0.7) (1.1) 0.4 (0.7)
Net finance costs (1.7) – (1.7) (2.5) – (2.5)
Net gain/(loss) on balance sheet hedging
(i)
(0.7) 7.7 7.0 13.4 (4.5) 8.9
Profit before tax 28.9 (0.7) 28.2 43.6 (0.5) 43.1
Tax expense – net (2.7) 0.7 (2.0) (3.3) 0.5 (2.8)
Profit for the year 26.2 – 26.2 40.3 – 40.3
(i) The adjustment to Other operating income and Net gain/(loss) on balance sheet hedging relates to the unrecognised net results from our hedging transactions. While these transactions are
presented separately under IFRS, they are partly included as part of Income from Investments at FVPL under Investment basis reporting.
Reconciliation of Consolidated Statement of Financial Position 31 December 2024 31 December 2023
Investment
Basis
£ million
Adjust
(i)
£ million
Consolidated
IFRS
£ million
Investment
Basis
£ million
Adjust
(i)
£ million
Consolidated
IFRS
£ million
Investments at FVPL 992.5 (13.1) 979.4 1,047.1 0.1 1,047.2
Trade and other receivables 1.1 – 1.1 0.9 – 0.9
Other liabilities – net (1.1) – (1.1) (1.1) 0.1 (1.0)
Net cash 27.4 – 27.4 9.7 – 9.7
Derivative financial asset/(liability) – net – 13.1 13.1 – (0.2) (0.2)
NAV attributable to ordinary shares 1,019.9 – 1,019.9 1,056.6 – 1,056.6
(i) Under IFRS, unrealised positions on foreign exchange hedging contracts are reported separately under derivative financial asset/(liability).
Reconciliation of Investment Basis to IFRS
Annual Report 2024 33
Corporate governanceStrategic report of the Management Board
Financial statements
Graphics
Alternative Performance Measures
Alternative Performance Measures ('APM') are understood as a financial measure of historical or future financial performance, financial position, or cash
flows, other than a financial measure defined or specified under IFRS. The Group reports a selection of APM as summarised in the table below and as
used throughout this Annual Report. The Management Board believes that these APM provide additional information that may be useful to the users
of this Annual Report.
The APM presented here should supplement the information presented in the Financial Statement section of this Annual Report. The APM used are not
measures of performance or liquidity under IFRS and should not be considered in isolation or as a substitute for measures of profit, or as an indicator
of the Group’s operating performance as determined in accordance with IFRS.
APM Explanation
31 December
2024
31 December
2023
Annualised NAV
total return per
share
On a compounded annual growth rate basis. This represents the steady-state annual growth
rate based on the NAV per share as at 31 December 2024 assuming dividends declared since
IPO in December 2011 have been reinvested
(i)
. Investment performance can be assessed by
comparing this figure to the 7% to 8% target set at IPO.
8.1% 8.6%
Annualised total
shareholder
return since IPO
('Annualised TSR')
On a compounded annual growth rate basis. This represents the steady state annual growth
rate based on share price as at 31 December 2024, assuming dividends declared since IPO in
December 2011 have been reinvested.
6.4% 7.6%
Asset availability Calculated as a percentage of actual availability payments received, relative to the scheduled
availability fee payments. The Company targets a rate in excess of 98%. A high asset availability
rate can be viewed as a proxy to strong underlying asset performance.
99.9% 99.9%
Cash dividend
cover
The cash dividend cover is a multiple that divides the total net cash generated in the year
(available for distribution to investors) by the total cash dividends paid in the year based on
the cash flow from operating activities under IFRS. A high cash dividend cover reduces the risk
that the Group will not be able to continue making fully covered dividend payments.
1.37x 1.40x
Inflation linkage Represents the contractual, index-linked provisions, which adjust annually to provide a positive
and high-quality link to inflation. The measure represents the increase in portfolio returns if
inflation is one percentage point higher than our modelled assumptions for all future periods.
Under current assumptions, the expected portfolio return would increase from 7.6% to 8.1% for a
one percentage point increase to our inflation assumptions.
0.5% 0.5%
NAV total return
per share
The NAV per share total return measures the performance of the investment by accounting for
changes in the net asset value per share in the reporting period and reinvested dividends.
2.1% 3.8%
Net cash This amount, when considered in conjunction with the available commitment under the
Group’s RCF (unutilised RCF amount of £148.5 million as at 31 December 2024), is an indicator
of the Group’s ability to meet financial commitments, to pay dividends, and to undertake
acquisitions.
£27.4
million
£9.7
million
Ongoing charges Represents the estimated reduction or drag on shareholder returns as a result of recurring
operational expenses incurred in managing the Group’s consolidated entities and provides an
indication of the level of recurring costs likely to be incurred in managing the Group in the
future.
0.92% 0.93%
Single asset
concentration risk
(as a percentage of
portfolio)
Represents the proportion of the total portfolio value that is attributed to the single largest
asset. It provides an indication to which the Group’s performance is dependent on the single
asset.
11%
Golden
Ears Bridge
11%
Golden
Ears Bridge
Target dividend Represents the forward-looking target dividend per share. These are targets only and are not
a profit forecast. There can be no assurance that these targets will be met or that the
Company will make any distribution at all.
8.57pps for
2025
8.40pps for
2024
Ten-year beta Calculated using the FTSE All-Share, ten-year data representing the ten years preceding 31
December 2024. This performance measure demonstrates the level of volatility of the
Company’s shares in comparison to the wider equity market. A low beta suggests that the share
price is less volatile than the overall market.
0.31 0.28
Total Shareholder
Return since IPO
('TSR')
The TSR combines share price appreciation and dividends paid since IPO in December 2011 to
represent the total return to the shareholder expressed as a percentage. This is based on
share price at 31 December 2024 and after adding back dividends paid or declared since IPO.
125.8% 141.1%
Weighted average
remaining asset
life
Represents the weighted average, by value, of the remaining individual asset life in years.
Calculated by reference to the existing portfolio as at 31 December 2024, assuming no future
portfolio additions.
22.2 19.3
(i) Calculated using the Morningstar methodology.
34 BBGI Global Infrastructure S.A.
Graphics
Governance and Risk Management Framework
Principal Risks
Operating in an uncertain environment requires
proactive identification and management of
risks and emerging risks to achieve BBGI’s
business and investment objectives. Through a
structured risk management framework, the
Company identifies, classifies, analyses,
assesses, and manages all material risks. This
approach allows BBGI to determine which risks
are more critical to the Company at any point in
time. Key risk indicators are used to measure
risk levels against the Company’s pre-
determined risk appetite for each identified risk.
The risk management function conducts
assessments to determine the likelihood of
predefined events and their potential impacts.
Inherent risks are managed by application of
appropriate mitigating factors, leaving residual
risks at levels deemed acceptable by the
Management Board. Risks are identified as early
as possible to minimise their impact.
The principal risks identified, along with the
controls and strategies to mitigate them,
remain consistent with those reported in the
2023 Annual Report.
The accompanying chart provides an overview
of the Company's assessment of its overall
residual risk levels, incorporating both principal
and other identified risks. It presents a
comprehensive assessment of the overall risk
exposure. Material risks, identified as having the
most significant potential impact, are discussed
in detail below.
BBGI’s risk management and internal control systems are designed to address the materiality and significance of potential
risks, ensuring they are managed effectively. The risk management function supports the Management Board’s responsibility
to govern the Company’s approach to risk, with oversight from the Supervisory Board and the Audit Committee.
LOWER HIGHERMEDIUM
Aggregate residual risk assessment
Market risk
Counterparty risk
Credit risk
Operational risk
Sustainability risk
First line
of defence
Supervisory Board
Management Board
Second line
of defence
Third line
of defence
Information technology
Finance and accounting
Information security
External auditor
CSSF
Operational
Management
Internal
control
measures
Internal audit
Risk control
Compliance
Audit
Committee
Annual Report 2024 35
Corporate governanceStrategic report of the Management Board
Financial statements
Graphics
Market risks
Risk description Risk mitigation
Volatility of
discount rates
Discount rates are a key determining factor in
valuing the Company’s investments. Higher
discount rates have a negative impact on valuation,
while lower rates have a positive impact.
Changes in interest rates (in particular, government
bond yields) may impact the discount rates used to
value BBGI’s future projected cash flows, and thus
the Company’s valuation.
During the reporting period, the government bond
yields experienced some fluctuations with an overall
increase.
BBGI applies a market-based valuation approach based on market
observed comparable transactions to determine a base discount
rate for steady-state, operational investments in the different
jurisdictions in which the Company operates, and it uses its
judgement in arriving at the appropriate discount rates.
BBGI complements its market-based approach by utilising the
principles of the CAPM approach, referencing government bond
yields plus a risk premium to calibrate such discount rates.
As discount rates, government bond yields, deposit rates, and
inflation rates tend to be interlinked, this acts as a natural mitigant
for changes in discount rates. Higher inflation rates and deposit
rates offset, partially at least, increased discount rates in BBGI’s
portfolio valuation and vice versa.
A sensitivity analysis to changes in discount rates is included in the
Valuation section of this Annual Report.
Foreign
exchange
A significant proportion of BBGI’s underlying
investments – 67% of the portfolio value at 31
December 2024 – is denominated in non-Sterling
currencies.
Fluctuations in exchange rates are outside the
Company’s control and could adversely affect the
value of BBGI’s underlying investments,
distributions and the ultimate rate of return realised
by investors.
Currency-hedging arrangements for portfolio distributions
denominated in Australian Dollar, Canadian Dollar, Norwegian
Krone and US Dollar are in place for a rolling period of four years to
mitigate some of the foreign exchange risk.
In addition to cash flow hedging, the Company also hedges a
portion of the non-Sterling, non-Euro portfolio value.
The Euro-denominated fund running costs also provide a natural
hedge against the forecast portfolio distributions in Euro.
The ability to draw on the RCF in the currency of the underlying
asset distributions provides an additional hedging alternative.
A sensitivity analysis to the movement in foreign exchange rates is
provided in the Valuation section of this Annual Report.
Inflation
BBGI has observed varying levels of inflationary
pressure, and the resulting valuation effects, across
the portfolio. The net cash flows generated from
the portfolio are positively linked to inflation.
Therefore, the portfolio’s valuation may be
negatively or positively impacted by lower or higher
than expected inflation.
The degree of inflation linkage varies and is not
consistent across BBGI’s Portfolio Companies. The
impact of higher or lower levels of inflation than
forecast depends on underlying indexation
provisions at each Portfolio Company.
From a financial modelling perspective, it is typically
assumed that inflation will increase at a
predetermined rate (which may vary depending on
the country).
The Company’s investments are entitled to receive contracted
revenue streams from public sector clients, which are adjusted for
inflation at least annually.
BBGI seeks to mitigate inflation risk for Portfolio Companies by
matching the indexation of the revenues and the operational costs.
BBGI cash flows are positively linked to inflation at 0.5% across the
portfolio.
A sensitivity analysis to movements in inflation rates is provided in
the Valuation section of this Annual Report.
Principal Risks continued
The table below summarises BBGI’s material risks as at 31 December 2024. While comprehensive, it is not an exhaustive
list of all potential risks the Company may face. Unknown risks, or those currently deemed less significant could emerge
in the future and materially impact BBGI’s performance, assets, or capital resources.
36 BBGI Global Infrastructure S.A.
Graphics
Market risks (continued)
Risk description Risk mitigation
Interest and
deposit rates
BBGI has exposure to interest rates through
borrowings under the RCF at Group level, negligible
unhedged debt at the Portfolio Company level, and
interest earned on cash deposits. Therefore, BBGI’s
NAV may be negatively or positively impacted by
lower or higher than expected interest rates.
At a Portfolio Company level, the Company seeks to hedge
substantially all floating rate exposure with interest rate swaps. BBGI
also currently has no refinancing risk exposure across its portfolio.
At the Group level, the net cash position was £27.4 million with no
borrowings outstanding under the RCF.
Sensitivity analysis to movement in the senior debt rate and the
deposit rate is provided in the Valuation section of this Annual
Report.
Tax
Enacted changes in tax law, tax rates and global tax
initiatives could adversely affect BBGI’s cash flows
and impact investors’ returns.
Certain risks, such as changes to corporation tax rates, cannot be
prevented or mitigated. BBGI values its investments based on
enacted tax rates and legislation, and works closely with its tax
advisers to respond to relevant tax developments.
BBGI’s globally diversified portfolio of assets reduces the tax
concentration risk associated with any single country.
A sensitivity analysis to movement in corporate tax rates is provided
in the Valuation section of this Annual Report.
Lifecycle or
operational
cost risk
During the life of an investment, components of
BBGI’s assets are likely to need replacement or to
undergo a refurbishment. There is a risk that the
actual cost may be greater than the forecast cost, or
the timing of the intervention may be earlier than
forecasted.
Additionally, a potential risk arises if there is a
disparity in the interpretation of hand-back
obligations at the end of the concession period,
when the Portfolio Company transfers the project
back to the public sector. This could lead to a
budgetary overrun in lifecycle or operational costs.
There is also the general risk that other operational
costs may be higher than budgeted.
Of the 56 assets in BBGI’s portfolio, 36 assets have lifecycle and
hand-back obligations passed down to the subcontractor. The
remaining 20 Portfolio Companies retain these obligations and two
of these Portfolio Companies also self-deliver the operations.
Each Portfolio Company forecasts and provides for the timing, scope
of work and costs of such replacements or refurbishments, based on
internal and/or external technical advice. Operation and maintenance
activities are tailored to the ongoing needs of the asset with a view
to performing in line with contractual requirements, including
hand-back requirements.
A robust review process is in place and in many cases is reviewed by
the lender’s technical adviser to ensure that sufficient hand-back
funds are available to meet pre-defined contractual requirements.
Less than 1% of the BBGI Portfolio is subject to hand-back in the next
three years and less than 2% in the next five years. Preparations for
hand-back of those assets are underway and collaborative working
groups have been established, comprising representatives from the
public sector, the subcontractors, and the Portfolio Companies,
involved in the projects.
As part of BBGI’s standard acquisition due diligence process, it
reviews budgeted costs and assesses their adequacy.
A sensitivity analysis to movements in lifecycle costs is provided in
the Valuation section of this Annual Report.
Principal Risks continued
Annual Report 2024 37
Corporate governanceStrategic report of the Management Board
Financial statements
Graphics
Counterparty risks
Risk description Risk mitigation
Failure of
subcontractor
performance or
credit risk
The risk of a subcontractor service failure, poor
performance or subcontractor insolvency could
cause a Portfolio Company to terminate or to be
required by the client or lenders to terminate a
subcontract.
There may be a loss of revenue during the time
taken to find a replacement subcontractor, or
increased service costs thereafter.
Any liability of subcontractors is typically capped at contractually
agreed amounts. BBGI performs a contractor replacement analysis
as part of its standard initial investment due diligence and monitor
its sub-contractors on a regular basis. Most subcontractors on
BBGI investments are well established, with several competing
providers. Therefore, the Company expects that a pool of potential
replacement supplier counterparties is available if a service
counterparty fails, although not necessarily at the same cost.
Subcontractors are also typically required by lenders to provide a
robust security package, often consisting of parent company
guarantees and/or performance bonding. Other mitigants during
the operations phase include:
– periodic benchmarking of defined soft facility services on
some investments; and
– a diversified group of subcontractors, with no substantial
concentration risk.
Operational risks
Risk description Risk mitigation
Geopolitical
Risk
There is a risk that geopolitical developments, in
the jurisdictions of BBGI’s operations may have a
detrimental financial effect (e.g. asset valuation,
supply chain), reputational effect or regulatory
effect on the Company.
The diversified geographical spread of portfolio assets, which are
located solely in highly-rated countries with strong legal frameworks,
provides a strong mitigation against this risk. Having a fully
availability-based portfolio and contractually binding revenue
streams further protects incoming cash flows. However, geopolitical
developments are ultimately out of the Company’s control and
cannot be forecasted or anticipated.
Succession
planning
Inadequate succession planning can, if not
effectively mitigated, pose a significant risk to an
organisation's long-term stability and growth.
Proactive succession plans are in place to contribute to smooth
transitions and continuity in leadership roles. By regularly reviewing
and assessing the talent within the Company, the Management
Board can identify and develop pathways for key individuals and
identify areas where there may be over reliance on a single
individual.
Adequate notice periods are in place for each of the Management
Board members.
The Company offers benchmarked compensation packages to
attract and retain top talent.
The Company has also implemented a deferred remuneration
strategy ensuring that Management Board and key individuals have
a vested interest in the long-term success and stability of the
Company.
Principal Risks continued
38 BBGI Global Infrastructure S.A.
Graphics
Operational risks (continued)
Risk description Risk mitigation
Change in law
or regulation
Changes in laws and regulations may have an
adverse effect on the regulated Parent Company,
on the BBGI Group, or on the performance of a
Portfolio Company, which could then affect the
valuation of investments.
BBGI has a globally diversified portfolio of assets, thereby reducing
the Group’s exposure to changes in law in any single country.
The Company seeks regular briefings from its legal advisers to stay
abreast of impending or possible changes to laws or regulations.
Change in law provisions are included in some contracts, thus
providing further mitigation at Portfolio Company level.
Failing IT
systems or
cyber-attacks
A breach of data security could occur by accident or
because of an external cyber-attack, and could result
in operational, financial or reputational damage.
BBGI has taken several measures to reduce the risk of a cyber-attack.
BBGI uses industry experts to host Company IT platforms, perform
annual cybersecurity tests and provide cyber-security training to the
Company’s workforce. BBGI is also in the process of implementing
the requirements as outlined in EU regulation, the Digital
Operational Resilience Act (DORA).
At Portfolio Company level, the IT risks are typically transferred to
subcontractors, though any liability of a third party is capped to
contractually agreed amounts, including risks relating to design and
construction, warranties for IT systems and cyber-attacks interrupting
the provision of services to an asset.
Voluntary
termination
There remains a risk that public sector clients could
choose to exercise their right to voluntarily
terminate contracts.
Were this to occur, the public sector would typically
be contractually obliged to pay compensation on
termination. While provisions for compensation
vary between contracts, compensation amounts
available for equity could be materially less than
current valuation levels.
BBGI has certain mitigants to the risk of voluntary termination of
contracts:
• Delivering high levels of asset performance, and ensuring open
and direct interaction with clients, are key levers to demonstrate
the value provided by the Portfolio Companies under the
existing contractual framework.
• Any public body wishing to terminate would need to consider
the cost of unwinding Project Agreements, repaying senior
debt and covering the cost of possible swap breakage fees.
• Depending on applicable contractual provisions, Portfolio
Company equity investors may need to be compensated, as
well as the public sector being required to budget for the
ongoing provision of the service.
• The terms of the contracts, including any termination for
convenience provisions are carefully negotiated in the initial
due diligence phase.
Corporate
strategy
The chosen strategy may not align with
organisational goals or market dynamics,
potentially leading to ineffective outcomes.
BBGI has taken several measures to reduce this risk. It:
• schedules periodic reviews of the strategy to ensure alignment
with Company objectives and market dynamics;
• periodically engages with key stakeholders including
shareholders to gather feedback and insights on the strategy’s
effectiveness; and
• conducts regular market analysis and competitive reviews to
ensure the strategy remains relevant in the environment in
which the Company operates.
Principal Risks continued
Annual Report 2024 39
Corporate governanceStrategic report of the Management Board
Financial statements
Graphics
Operational risks (continued)
Risk description Risk mitigation
Discount
to NAV
An inability to raise new capital due to a prolonged
period of trading at a discount to NAV, could hinder
BBGI’s ability to avail of value-accretive investment
opportunities.
To assist BBGI in addressing any temporary or permanent share price
to NAV discount, such as that experienced since 2023, the Company
employs a strategic capital allocation policy. This policy includes the
option for BBGI to purchase up to 14.99% of its ordinary shares in
the market annually, approved by shareholder resolution at the
Annual General Meeting.
The Management Board, Supervisory Board, and Company brokers
consistently review the options available to the Company to ensure
the effective execution of the capital allocation policy.
BBGI offers a continuation vote to shareholders every two years.
Sustainability risks
Risk description Risk mitigation
Sustainability
risk
Sustainability risk encompasses physical disruptions
due to factors such as extreme weather, transition
challenges in adapting to low-carbon technologies,
biodiversity risks, social risks arising from labour
practices, occupational health and safety, human
rights violations, and governance risks involving
legal, financial, and reputational issues.
Sustainability risk assessment is integrated into BBGI’s decision-
making process, and sustainability risks are considered and
monitored during the due diligence phase and throughout the
holding period of investments. These risks are primarily assessed,
monitored, and managed at the investment level.
Factors influencing BBGI’s sustainability risk assessment include the
investment sector and the location. For each type of sustainability
risk, the materiality of potential financial harm to the Company
(outside-in), as well as the potential likelihood and severity of
damages caused by investments (inside-out) are assessed.
BBGI monitors Portfolio Companies’ sustainability practices by
implementing various policies relating to sustainability risks across all
investments.
Further details on BBGI’s sustainability practices, governance and
climate-risks are provided in the Sustainability and TCFD sections.
Principal Risks continued
The Management Board continues to monitor and manage key business risks and emerging risks proactively. BBGI’s diversified portfolio, prudent
financial management, and robust risk mitigation strategies position the Company to navigate challenges and maintain operational stability and
resilience. However, the framework is designed to manage, not eliminate, the risk of failure to achieve business objectives and, as such provides
reasonable rather than absolute assurance against material misstatement or loss.
40 BBGI Global Infrastructure S.A.
Graphics
12 ISS Environment & Social Disclosure Quality Score is based on
company disclosure and transparency practices. It ranges from
1 (highest quality disclosure) to 10 (lowest quality disclosures).
13 ISS ESG Corporate Rating is based on company's performance
regarding ESG issues, compared to the industry average. It
ranges from A+ (highest score) to D- (lowest score). The Prime
threshold reflects the overall magnitude of an industry's risk
exposure.
14 Sustainalytics' ESG Risk Ratings, range from 0 to 100, with
lower scores indicating lower levels of ESG risk.
Sustainability
2024 has been another year of meaningful
progress in maintaining and strengthening
BBGI’s longstanding commitment to
sustainability. As a key pillar of our strategy,
Environmental, Social and Governance (‘ESG’)
principles guide our operations, risk
management and decision-making, ensuring
long-term value for all stakeholders.
Our portfolio continues to make meaningful
contributions to society. Over four million
patients receive care in our healthcare facilities,
36,000 pupils access education through our
schools and 300 million vehicles rely on our
resilient transportation networks.
Reducing emissions remains a priority. As of 31
December 2024, 30% of our portfolio (by value)
has secured Portfolio Company board
commitments to develop decarbonisation plans
in 2025, marking a key milestone in our efforts
to facilitate the net-zero transition. At the
corporate level, we have reduced emissions by
41% compared to our 2019 baseline, keeping
us on track to achieve a 50% reduction by 2030.
To enhance transparency, we have conducted
an external review of our Financed and
Corporate GHG emissions. Additionally, we
implemented a third-party ESG and carbon data
management software to enhance the accuracy
of our reporting and collaboration with
management service providers who connect on
the platform and are consulted annually to
improve data collection processes.
The dedication of our people is essential to the
realisation of sustainability initiatives. This year,
our annual ESG training focused on emerging
technologies, prompting engaging discussions
across our teams. Our matching donation
programme continues to be well received by
our staff. We also marked International
Women’s Day with a Company-wide event,
recognising the significant accomplishments of
women at BBGI.
Diversity and strong governance continue to be
central to our mission. We have maintained
60% female representation on our Supervisory
Board, 41% female employees and improved
the diversity of our Portfolio Company boards.
Looking ahead to 2025, we will continue
advancing our decarbonisation plans,
enhancing biodiversity screening, and further
aligning with sustainability regulations and
frameworks. Biodiversity screening represents
the next phase in our efforts to better
understand the environmental risks and impacts
of our assets, particularly roads, whose
construction can affect natural habitats.
Cécilia Vernhes
ESG/Sustainability Director
on behalf of the ESG Committee
2024 Update
ESG Standards & Frameworks External Ratings & Recognitions
Our portfolio aligns with selected
Sustainable Development Goals (‘SDG’)
Net zero targets approved by the IIGCC in
accordance with the Net Zero Investment
Framework for Infrastructure Guidance
UN Principles for Responsible Investment
signatory since 2020
Financed Emissions quantified in
accordance with the Partnership for
Carbon Accounting Financials Guidance
UN Global Compact signatory since 2020
Supporter of the objectives of the Paris
Agreement
Approach to carbon offsets aligns with
principles for Net Zero Aligned Carbon
Offsetting (revised 2024)
Supporters of the goals of FTSE Women
Leaders and the Parker Review on Ethnic
Diversity on Boards
GRI content indexSASB content index
TCFD supporter since 2020
Article 8 under the SFDR
Corporate emissions targets set in line
with the SBTi framework for SMEs
GHG emissions quantified in accordance
with the GHG Protocol standards
NZAM signatory since 2021
Member of the AIC and reporting aligned
with the AIC Code of Corporate Governance
Stakeholder engagement approach
consistent with AA1000 Stakeholder
Engagement Standard (2015)©
AIC Next Generation Dividend
Hero 2024:
In March 2024, BBGI joined the AIC's
next generation of dividend heroes in
recognition of 10 years of successive
dividend growth.
Eight investment trusts join the
next generation of dividend heroes
UN PRI Assessment 2024:
Policy Governance and Strategy: ★★★★★
Direct Infrastructure: ★★★★★
Confidence Building Measures: ★★★★✩
UN PRI 2024 Assessment Report
UN PRI 2024 Public Transparency
Report
ISS E&S Disclosure Quality
Score 2023
12
:
Environment (Decile Rank: 3)
Social (Decile Rank: 2)
ISS Corporate ESG Rating 2024
13
:
Prime B- (Decile Rank: 1)
Sustainalytics ESG Risk Rating 2021
14
:
Strong ESG performance with a risk
rating of Negligible (8.3)
Sustainability report prepared in accordance
with GRI and SASB standards
Annual Report 2024 41
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board
Graphics
Making an essential social contribution
Contribution
2024 Highlights
2025 Outlook
BBGI’s purpose is to deliver long-term benefits
for all stakeholders through responsible
investment in Social Infrastructure.
Sustainability is central to this purpose, guiding
how the Company invests, manages, and
engages with its portfolio. BBGI is committed to
integrating sustainability principles into its
investment decisions, asset management and
stewardship, ensuring it meets its social and
environmental commitments both now and in
the future.
The United Nations Sustainable Development
Goals (‘SDGs’) provide a global framework for
addressing pressing challenges. BBGI actively
contributes to six key SDGs, leveraging
Company investments to drive measurable
environmental and social impact. By aligning
with these goals, BBGI ensures that its strategy
not only delivers resilient financial performance
but also supports improvements for the
communities it serves.
Managing and mitigating environmental impacts
Contribution
2024 Highlights
2025 Outlook
15 ‘1°C climate pathway’ is a climate warming scenario where rapid global action occurs to limit
mean temperature increase to ~+1°C by 2100 (‘Paris-aligned’ or RCP2.6).
16 ‘4°C climate pathway’ is a climate warming scenario with likely temperature increases ranging
from +2.6°C to +4.8°C by 2100 (RCP8.5).
17 2024 Financed Emissions will be reported in our 2024 Sustainability Report.
18 Net Promoter Score (‘NPS’) is a widely used metric measuring the likelihood of customers
recommending a company’s product or service to others. The score can range from -100 to
+100, with a higher NPS indicating a higher level of customer loyalty and satisfaction. BBGI
derives its NPS from an annual client engagement survey.
Our investment in renewable energy
generates enough electricity to power
80,000 homes each year.
100% of our assets have a biodiversity
policy in place.
100% of our assets are screened for
resilience and adaptive capacity to
climate-related hazards and natural
disasters.
Scenario analysis: Conducted
systematic climate-resilience
assessments across our portfolio,
aligned with 1.5°C
15
and 4°C
16
climate
pathways.
41% Corporate Emissions reduction
compared to 2019 baseline, targeting
50% by 2030.
53,574 tCO2e attributable emissions
for BBGI’s portfolio
17
in 2023.
As a result of BBGI's engagement, the
Board has committed to develop
decarbonisation plans across the
portfolio.
Maintained a medium or lower
climate-risk score of the portfolio
under a ‘Paris-aligned’ scenario in
2050.
KPIs are monitored annually to assess
and mitigate potential significant harm
to the environment.
Net-zero target:
At least 30% of BBGI assets are
expected to have developed
decarbonisation plans by 2025.
Engagement:
Work with management service
providers and clients to formalise
decarbonisation plans at Portfolio
Companies board level.
Biodiversity:
Engage with Portfolio Companies’
boards to conduct biodiversity risks
and impacts assessments.
Diversity, Equality and Inclusion:
Launch an awareness campaign supporting
diversity, equity and inclusion (‘DEI’) at both
corporate and portfolio level.
Health and Safety standards:
100% of Portfolio Companies and 100%
of maintenance contractors (first-tier
supply chain) have a Health and Safety
policy in place.
Community investments:
Each year donations are made to local
community initiatives through Portfolio
Companies
4 million patients have access to
healthcare through 40 healthcare
facilities.
800,000 people receive protection
against fire-related injuries and
fatalities through 26 fire stations.
36,000 pupils access education
supported by 33 schools and colleges.
300 million vehicles travel across
2,800 single lane km of reliable and
resilient roads and bridges.
40 million passengers travel safely via
electric public rail transit.
200 people have access to affordable
housing.
2,000+ people are employed in
day-to-day operations supporting
BBGI's investments.
Sustainability continued
Approach to Sustainability
Progress & Outlook
42 BBGI Global Infrastructure S.A.
Graphics
Integrity and transparency
Contribution
2024 Highlights
2025 Outlook
1.5 million people benefit from the
local proximity and safety of four
police stations.
500,000 people can have local access
to public services across three
municipal administration buildings.
3,000 detainees are housed across
four modern correctional facilities.
Executive compensation is tied to
ESG & net zero targets, including
both Corporate Emissions reduction
and implementation of net zero plans
across the portfolio.
60% female representation on BBGI’s
Supervisory Board, including ethnic
minority director.
Workforce is 41% female, and 27%
come from diverse ethnic minority
backgrounds.
Governance: Improved the diversity of
Directors at BBGI Portfolio Companies'
boards and employees.
Stakeholder engagement:
Completed an investor survey
gathering feedback on perspectives
and expectations.
Transparency: Published first
externally verified GHG Statement.
UN PRI Assessment 2024:
Policy Governance and Strategy:
★★★★★
Direct Infrastructure: ★★★★★
Confidence-Building Measures:
★★★★✩
Automation: Engaged with Portfolio
Companies to implement third-party
ESG and carbon data management
software.
Trusted partner: Demonstrated a
highly trusted relationship and service
delivery to public sector clients,
reflected in a strong NPS
18
.
Zero corruption incidents, related
fines or penalties at both corporate
and Portfolio Company levels.
Transparency:
Monitoring regulatory developments
across BBGI jurisdictions (SFDR, IFRS
S1-S2 and TCFD, SDR).
Case study
A few bugs for many smiles at Tor Bank School
Location: Tor Bank School, UK
Sector: Education
Description: Tor Bank School is a specialist
educational facility serving 164 pupils aged
3-19 with severe learning difficulties. As an
IQM Flagship School, it is committed to
inclusive education and sustainability.
As part of its Forest School initiative, the
school promotes outdoor learning to help
students develop essential skills. BBGI’s
Portfolio Company supported this initiative
by funding two bug hotels, enriching
biodiversity education and reinforcing its
commitment to environmental sustainability.
Approach:
• The bug hotels provide a hands-on
learning experience, allowing pupils to
explore nature and ecosystems.
• This initiative was enthusiastically
welcomed by the school’s Eco Committee,
students and educators.
Impact:
• Hands-on learning: encouraging real-
world exploration.
• Environmental awareness: Supporting a
unique teaching approach through direct
interaction with nature.
• Community engagement: reinforcing
public-private collaboration and
demonstrating the long-term value and
dual benefits of PPPs in education.
"Outdoor learning inspires curiosity, creativity,
and a deep connection with nature, helping our
pupils to develop essential life skills in a 
hands-on-environment.  Experiences like 
observing wildlife up close foster responsibility,
teamwork, and a sense of wonder that lasts a 
lifetime.  We are incredibly grateful for the kind 
donation of bug hotels from BBGI, which will 
provide a safe haven for insects while giving our
learners a unique opportunity to explore
biodiversity firsthand.  Thank you for helping us 
bring learning to life!"
Claire Breen, Principal, Tor Bank School
Read more: www.bb-gi.com/our-
portfolio/our-assets/europe/tor-bank-
school/
Sustainable Finance Disclosures Regulation (SFDR)
BBGI’s fund has an SFDR Article 8 classification, as the Company focuses on sustainable investments with a social objective. BBGI screens its investments
to avoid doing significant harm to other aspects of sustainability and follows good governance practices. The periodic disclosure for SFDR specifically
addresses the Company’s disclosure obligations under Article 11 of SFDR, supplemented by Commission Delegated Regulation (EU) 2022/1288 of 6 April
2022 and Commission Delegated Regulation (EU) 2023/363 of 31 October 2022.
SFDR Periodic disclosure
BBGI’s SFDR Periodic disclosure for 1 January 2024 to 31 December 2024 is at
www.bb-gi.com/sfdr-periodic-disclosure-2024/
Find out more: SFDR PAI Statement
Sustainability continued
Annual Report 2024 43
Corporate governanceStrategic report of the Management Board
Financial statements
Graphics
Key stakeholders Focus area of our engagement Types of engagement and metrics
used to monitor and assess
relationships
Considerations in the Board decision-making
process and key outcomes
People
BBGI’s employees are the driving force behind what it does. They
bring their expertise to clients, subcontractors and partners to
deliver the results expected by BBGI investors and clients.
BBGI fosters an inclusive workplace with a
relatively flat hierarchy, enabling its people to
contribute to the shared objectives
meaningfully. It promotes an inclusive work
environment where all people are treated
equally and are supported to achieve their
potential. The Company regularly engages
with its teams and seeks feedback via multiple
communications channels.
– Annual and mid-year assessments.
– Direct liaison with the Management
Board.
– Regular team meetings.
– Well defined expectations and targets,
including sustainability targets for all
executives 10% of LTIP is subject to
reducing corporate emissions and a
further 10% is subject to progress in
the implementation of net zero plans.
– Monitoring of turnover and retention
rates.
– Professional development: average of
28 hours of training per employee
annually.
– Whistleblower hotline.
– Management Board regularly reviews employee
feedback to enhance workplace practices.
– Two elected staff delegates in Luxembourg act as
liaisons between employees and the Management
Board, providing a structured channel for raising
individual or collective concerns regarding
employment practices.
– Improved the diversity of Portfolio Company
boards and employees, reflecting the Board’s
commitment to fair opportunities for recruitment
and career advancement.
– Maintained high staff retention, reflecting a stable
and engaged workforce.
Communities
Ensuring a positive experience for those using BBGI’s assets and for
local communities is essential to Company success and client
satisfaction.
BBGI maintains high-quality, resilient Social
Infrastructure to facilitate access to essential
services for everyone.
When selecting community initiatives to
support, BBGI prioritises those that benefit the
local communities around its assets.
– Client satisfaction reviews at corporate
and Portfolio Company levels.
– Sponsorships, donations, and
community initiatives.
– BBGI donated to over 20 charities as part of BBGI’s
workplace giving programme.
– Portfolio Companies donate each year to local
charities.
Investors
BBGI investors provide the capital that supports its operations,
offer feedback on its business model and help shape future plans.
BBGI aims to generate long-term, predictable
and inflation-linked returns for investors.
– Investor relations: meetings, webinars,
roadshows, direct engagement and
responses to investor questionnaires.
– ESG engagement: responses to
investor questionnaires and
interactions with ESG ratings
providers.
– Close interactions and ongoing
dialogue with Corporate Brokers.
– Annual General Meeting.
– Investor Meet Company presentations.
– Annual and Interim Reports, plus the
Sustainability Report.
– Website updates.
– The Board integrates investor feedback into
dividend policy and strategic decisions.
– The CEO & CFOO regularly engage with investors
through roadshows.
– The ESG Committee conducted an ESG practitioner
survey to assess investor priorities.
Supply chain
BBGI’s long-term contractor partnerships are critical to delivering
operational and available assets to public sector clients.
BBGI upholds high standards of ethics,
performance and integrity by fostering
long-term, mutually-beneficial relationships
between Portfolio Companies and contractors
to ensure asset quality and responsiveness.
Portfolio Companies work closely with
maintenance and operations contractors to
maintain mutually-beneficial long-term
relationships and ensure effective
responsiveness.
– Contractor monitoring.
– ESG metrics tracking.
– Joint initiatives on ESG topics.
– BBGI’s standard policies implemented
across investments.
– All Portfolio Companies and key contractors
onboarded onto new ESG and carbon data
management software, improving reporting and
monitoring capabilities.
Public sector clients
Satisfied public sector clients are vital to BBGI’s business model.
BBGI builds trust by delivering well-
maintained, safe Social Infrastructure for its
public sector clients.
– Regular client meetings.
– Service quality feedback.
– NPS survey.
– Ongoing reporting.
– Sharing results of our climate risk
monitoring and GHG inventories.
– Participated in multiple hand-back workshops with
UK clients to ensure smooth asset handovers.
– Client feedback directly informs asset management
decisions and sustainability initiatives.
– Lessons learned from one asset are adapted and
applied across the portfolio.
– Engaged with public sector clients in discussions
on decarbonisation strategies.
– Actively contributed to the UK IPA Net Zero
Working Group to shape PPP net zero strategies.
Stakeholder
Engagement
Section 172
As a member of the AIC, BBGI acknowledges
Provision 5 of the AIC Code, which requires all
members to comply with the continuing
requirement under Section 172(1) of the UK
Companies Act 2006 (the ’CA2006‘) for boards
to take stakeholder interests into account and
to report how they have done so when
performing their duties. The AIC Code reflects
the main principles set out in the UK Code on
Corporate Governance and associated
disclosure requirements of the Listing Rules, as
they apply to investment companies, including
internally managed investment companies.
Detailed insights into how BBGI embodies the
spirit of those Section 172 provisions,
considers key stakeholders, and upholds its
commitment to generating positive and
sustainable outcomes for all stakeholders are
outlined to the right, including specific actions
taken in 2024.
44 BBGI Global Infrastructure S.A.
Graphics
Key stakeholders Focus area of our engagement Types of engagement and metrics
used to monitor and assess
relationships
Considerations in the Board decision-making
process and key outcomes
People
BBGI’s employees are the driving force behind what it does. They
bring their expertise to clients, subcontractors and partners to
deliver the results expected by BBGI investors and clients.
BBGI fosters an inclusive workplace with a
relatively flat hierarchy, enabling its people to
contribute to the shared objectives
meaningfully. It promotes an inclusive work
environment where all people are treated
equally and are supported to achieve their
potential. The Company regularly engages
with its teams and seeks feedback via multiple
communications channels.
– Annual and mid-year assessments.
– Direct liaison with the Management
Board.
– Regular team meetings.
– Well defined expectations and targets,
including sustainability targets for all
executives 10% of LTIP is subject to
reducing corporate emissions and a
further 10% is subject to progress in
the implementation of net zero plans.
– Monitoring of turnover and retention
rates.
– Professional development: average of
28 hours of training per employee
annually.
– Whistleblower hotline.
– Management Board regularly reviews employee
feedback to enhance workplace practices.
– Two elected staff delegates in Luxembourg act as
liaisons between employees and the Management
Board, providing a structured channel for raising
individual or collective concerns regarding
employment practices.
– Improved the diversity of Portfolio Company
boards and employees, reflecting the Board’s
commitment to fair opportunities for recruitment
and career advancement.
– Maintained high staff retention, reflecting a stable
and engaged workforce.
Communities
Ensuring a positive experience for those using BBGI’s assets and for
local communities is essential to Company success and client
satisfaction.
BBGI maintains high-quality, resilient Social
Infrastructure to facilitate access to essential
services for everyone.
When selecting community initiatives to
support, BBGI prioritises those that benefit the
local communities around its assets.
– Client satisfaction reviews at corporate
and Portfolio Company levels.
– Sponsorships, donations, and
community initiatives.
– BBGI donated to over 20 charities as part of BBGI’s
workplace giving programme.
– Portfolio Companies donate each year to local
charities.
Investors
BBGI investors provide the capital that supports its operations,
offer feedback on its business model and help shape future plans.
BBGI aims to generate long-term, predictable
and inflation-linked returns for investors.
– Investor relations: meetings, webinars,
roadshows, direct engagement and
responses to investor questionnaires.
– ESG engagement: responses to
investor questionnaires and
interactions with ESG ratings
providers.
– Close interactions and ongoing
dialogue with Corporate Brokers.
– Annual General Meeting.
– Investor Meet Company presentations.
– Annual and Interim Reports, plus the
Sustainability Report.
– Website updates.
– The Board integrates investor feedback into
dividend policy and strategic decisions.
– The CEO & CFOO regularly engage with investors
through roadshows.
– The ESG Committee conducted an ESG practitioner
survey to assess investor priorities.
Supply chain
BBGI’s long-term contractor partnerships are critical to delivering
operational and available assets to public sector clients.
BBGI upholds high standards of ethics,
performance and integrity by fostering
long-term, mutually-beneficial relationships
between Portfolio Companies and contractors
to ensure asset quality and responsiveness.
Portfolio Companies work closely with
maintenance and operations contractors to
maintain mutually-beneficial long-term
relationships and ensure effective
responsiveness.
– Contractor monitoring.
– ESG metrics tracking.
– Joint initiatives on ESG topics.
– BBGI’s standard policies implemented
across investments.
– All Portfolio Companies and key contractors
onboarded onto new ESG and carbon data
management software, improving reporting and
monitoring capabilities.
Public sector clients
Satisfied public sector clients are vital to BBGI’s business model.
BBGI builds trust by delivering well-
maintained, safe Social Infrastructure for its
public sector clients.
– Regular client meetings.
– Service quality feedback.
– NPS survey.
– Ongoing reporting.
– Sharing results of our climate risk
monitoring and GHG inventories.
– Participated in multiple hand-back workshops with
UK clients to ensure smooth asset handovers.
– Client feedback directly informs asset management
decisions and sustainability initiatives.
– Lessons learned from one asset are adapted and
applied across the portfolio.
– Engaged with public sector clients in discussions
on decarbonisation strategies.
– Actively contributed to the UK IPA Net Zero
Working Group to shape PPP net zero strategies.
Stakeholder Engagement continued
Annual Report 2024 45
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board
Graphics
Task Force on Climate-related Financial Disclosures (TCFD)
Summary Report
As a non-UK investment company, BBGI is not
subject to the Financial Conduct Authority’s
(‘FCA‘) requirement for commercial companies
with a premium listing to make TCFD
disclosures. Notwithstanding this exemption,
the Management Board recognises the
importance of the TCFD and its related
disclosures and has voluntarily decided to
report against the TCFD recommendations. The
full TCFD disclosure is included in BBGI’s
Sustainability Report: www.bb-gi.com/
media/2421/bbgi-sustainability-report-2023.
pdf#page=49
TCFD
Recommendation
Summary Section
Governance
1. Describe the
Board’s oversight
of climate-related
risks and
opportunities.
The Supervisory and Management Boards, supported by an executive-led ESG
Committee, ensure comprehensive governance over all climate and ESG-related
activities.
The Management Board considers climate-related issues when setting strategy,
considering new investment opportunities, approving annual budgets, monitoring
performance metrics and targets, and approving related disclosures.
The Remuneration Committee designs reward structures for the Management
Board to foster long-term value-creation and reinforce the organisation’s ability to
achieve its climate change goals and targets.
Sustainability Report
Section: ‘TCFD Disclosures’
Section: ‘Remuneration
Report’
2. Describe
management’s role
in assessing and
managing climate-
related risks and
opportunities.
The Management Board has overall responsibility for ESG considerations and
ensuring they are integrated into BBGI’s investment strategy, including in relation
to climate change. This is achieved through the Investment Committee, Risk
Management, Corporate Governance and Compliance functions, and ESG
Committee.
Sustainability Report
Section: ‘TCFD Disclosures’
ESG Committee Terms of
Reference
Strategy
3. Describe the
climate-related
risks and
opportunities the
organisation has
identified over the
short, medium and
long-term.
Physical risks: Climate-related risks include physical disruptions such as extreme
weather, and transition challenges in adapting to low-carbon technologies or
biodiversity risks related to ecosystem disruptions.
Overall, scenario analysis has highlighted that the majority of BBGI’s portfolio is
very resilient to climate hazards both today and under future climate warming
scenarios.
BBGI’s assessment examines climate impacts over short (1–5 years), medium (5–10
years) and long-term (10+ years) horizons, extending up to 2050. When local
mitigation measures are also considered, the exposure of Company assets to
climate change may reduce further.
Transition risks: The changes arising from a transition to a low-carbon economy
include changes to laws and regulations, reputational risks, adapting to new
low-carbon materials and technologies (this includes alternatives for road surfaces,
electric vehicle charging infrastructure, and energy-efficient or motion sensor
equipment) and increased electrification.
Sustainability Report
Section: ‘TCFD Disclosures’
46 BBGI Global Infrastructure S.A.
Graphics
TCFD
Recommendation
Summary Section
Strategy
(continued)
4. Describe the impact
of climate-related
risks and
opportunities on
the organisation’s
businesses, strategy
and financial
planning.
Physical climate-related risks are systematically assessed for each asset during the
due diligence and monitoring phases of BBGI’s investment cycle.
The results of the quantitative climate change assessment have fed into Company
strategy in several ways: they inform on the type of climate risks each assets is
exposed to, the magnitude of those risks (from low risk to high risk, if any) and the
corresponding reinstatement value (i.e. the potential cost of damage from physical
climate risks).
Company financial models do not currently incorporate climate-related costs,
though increased insurance premiums may lead to future adjustments. Contractual
protections mitigate some of these risks.
The cash flows of BBGI’s availability-based assets remain largely unaffected by
physical and transition climate-related risks, as they are based on pre-agreed
criteria with the public sector.
Sustainability Report
Section: ‘TCFD Disclosures’
5. Describe the
resilience of the
organisation’s
strategy, taking
into consideration
different climate-
related scenarios,
including a 2°C or
lower scenario.
Because BBGI’s investment strategy focuses on infrastructure, these assets are
typically built to the latest engineering standards, incorporating long-term climate
considerations into their design and construction. As a result, the Company
portfolio has a low exposure to climate risk, as supported by BBGI’s climate
modelling, which evaluates asset resilience under various climate-related scenarios
and time horizons.
As an investor, BBGI is enhancing its portfolio’s resilience by a combination of
portfolio decarbonisation initiatives, active engagement with key stakeholders, and
an integrated ESG monitoring.
The transition to a lower-carbon economy also presents opportunities for
client-supported change orders and new investments, provided the business case
supports them.
Sustainability Report
Section: ‘TCFD Disclosures’
Net Zero Plan
Risk
6. Describe the
organisation’s
processes for
identifying and
assessing climate-
related risks.
Climate risk assessment is integrated into decision-making process and monitored
from due diligence through the investment holding period at the investment level.
In line with BBGI’s commitment to executing due diligence on new acquisitions, the
Company conducts an initial assessment of physical risk exposure for potential
investments, followed by a climate-related risk exposure modelling within six
months of an asset integrating into the portfolio.
Physical climate-related risks are identified through due diligence, with immediate
exposure modelled under a ‘Paris-aligned’ (1.5°C) scenario and a ‘high emissions’
(4°C) scenario, followed by decadal time steps until 2100. This quantitative scenario
analysis has been conducted for all investments against eight climate perils.
To ensure BBGI’s portfolio remains resilient to climate risk, it continues to assess
physical climate risk impacts for all new investments. The output from the
screening is a bespoke climate factsheet.
Sustainability Report
Section: ‘Climate-related risks’
TCFD Summary Report continued
Annual Report 2024 47
Corporate governanceStrategic report of the Management Board
Financial statements
Graphics
TCFD
Recommendation
Summary Section
Risk
(continued)
7. Describe the
organisation’s
processes for
managing climate-
related risks.
Climate risks identified through BBGI’s climate risk modelling are managed by the
Company Risk Manager and the Management Board, who take steps to ensure
climate risk considerations are formally embedded within risk management
procedures.
Sustainability Report
Section: ‘Climate-related risks’
8. Describe how
processes for
identifying,
assessing and
managing climate-
related risks are
integrated into the
organisation’s
overall risk
management.
Climate-related risks have been integrated into Company risk management
procedures.
Where BBGI identifies material climate risks, these are escalated where necessary to
the Management Board, ensuring risks can then be appropriately assessed,
managed and monitored as per the Company risk management procedure.
For BBGI’s portfolio to remain resilient to climate risk, the Company embed
findings into its investment screening process, ensuring it assesses physical climate
risk impacts for all new investments.
Sustainability Report
Section: ‘Climate-related risks’
Metrics
9. Disclose the metrics
used by the
organisation to
assess climate-
related risks and
opportunities in
line with its
strategy and risk
management
process.
BBGI has quantified both physical severity risk scores and potential projected
financial impacts from 2020 to 2100 for every asset under each warming scenario
assessed. For each time horizon and warming scenario, each asset is assigned a
climate risk score on a scale from very low to very high.
For the 22 assets that have undergone a deep-dive assessment, BBGI conducted
further sensitivity analysis that considers all existing resilience measures and the
engineering of BBGI assets in the climate risk score.
Sustainability Report
Section: ‘Climate-related risks’
TCFD Summary Report continued
48 BBGI Global Infrastructure S.A.
Graphics
TCFD
Recommendation
Summary Section
Metrics
(continued)
10. Disclose Scope 1,
Scope 2 and, if
appropriate,
Scope 3 GHG
emissions, and the
related risks.
GHG Emissions in tCO2e
Corporate and Financed
Attributable Emissions
FY 2023 FY 2022
Scope 1 10 10
Scope 2 10 7
Scope 3
Scope 3 (Corporate activities) 229 226
Scope 3 (Assets in regular operations) 15,103 14,347
Scope 3 (Assets under construction, 
 expansion, major lifecycle works)
38,515 28,465
Scope 3 Total 53,846 43,038
Total 53,867 43,055
Carbon footprint (tCO2e/£m invested) 51 40
2024 emissions will be reported in BBGI's upcoming 2024 Sustainability Report.
The increase in 2023 emissions compared to 2022 is due to the construction
activities for Highway 104 (Canada), completed in 2023, and the ongoing expansion
of Victoria Correctional Facilities (Australia), as illustrated in the chart below.
0
20K
24K
14K
4K
17K
21K
15K
40K
60K
2022
Construction
2023
Expansion Operational
4K
43K
54K
The values reported for 2022 and 2023 have been restated compared to those
disclosed in BBGI’s 2023 Sustainability Report. These adjustments result from the
external assurance process and the transition from a manual to an automated
process in 2024.
Sustainability Report
Section: ‘GHG Protocol’
Sustainability Report
Section: ‘Independent
Assurance Report’
11. Describe the
targets used by the
organisation to
manage climate-
related risks and
opportunities and
performance
against targets.
Physical risk targets:
For 22 assets, where BBGI produced a bespoke climate factsheet, the Company
used it when engaging with clients. BBGI will continue to perform a climate-risk
screening for each new investment.
Corporate Emissions reduction targets:
BBGI has committed to reducing its Corporate Emissions (Scope 1, 2 and 3) 50% by
2030 from a 2019 baseline and to reach net zero by 2040. At the corporate level,
BBGI has reduced emissions by 41% compared to the 2019 baseline, keeping the
Company on track to achieve a 50% reduction by 2030.
Financed Emissions reduction targets:
BBGI aims for 70% of its Financed Emissions to be ‘net zero’, ‘aligned’, or ‘aligning’
to net zero by 2030. This means that by 2030, 70% of AUM (portfolio companies by
value) will have a long-term goal to be net zero by 2050 or sooner. BBGI has a goal
to have 100% of its Financed Emissions to be ‘net zero’ or ‘aligned’, by 2040. As a
result of Company engagement, 30% of BBGI’s assets have secured board
commitment to develop decarbonisation plans in 2025.
Sustainability Report
Section: ‘Climate-related risks’
Corporate net-zero targets
Section: ‘Corporate Emissions’
Portfolio net-zero targets
Section: ‘Financed Emissions’
Net Zero Plan
TCFD Summary Report continued
Annual Report 2024 49
Corporate governanceStrategic report of the Management Board
Financial statements
Graphics
Relevant Application of European Union and
Luxembourg Law
BBGI is regulated by the CSSF under Part II of
the amended Luxembourg law of 17 December
2010 on undertakings for collective investment
and is subject to the Luxembourg amended law
of 12 July 2013 on Alternative Investment Fund
Managers (‘AIFM Law’), which implemented the
EU Alternative Investment Fund Managers
Directive (‘AIFMD’) into national legislation.
AIFM
During the reporting period, Frank Schramm,
former co-CEO, retired with effect from 31
January 2024. Andreas Parzych, Executive
Director (‘Head of Business Development‘),
joined the Management Board with effect from
31 January 2024.
There have been no other material changes
during the year in respect of Art. 20 paragraph.
2(d) of the AIFM Law that warrant further
disclosure to our shareholders.
Material risk takers
All members of BBGI’s Management Board are
considered the material risk takers, in
accordance with the AIFM Law. Frank Schramm,
as former co-CEO, was a material risk taker until
his retirement from the Management Board on
31 January 2024. Andreas Parzych has been
deemed a material risk taker from the date he
joined the Management Board. Duncan Ball and
Michael Denny are the remaining two members
of the Management Board and remain material
risk takers.
Incorporation and administration
The ordinary shares were created in accordance
with Luxembourg law and conform to the
regulations made thereunder, have all necessary
statutory and other consents, and are duly
authorised according to, and operate in
conformity with, the Articles.
Articles of Association
The Articles were originally approved and
formalised before a Luxembourg notary public
on 24 November 2011. The Articles are filed
with the Luxembourg Registre de Commerce et
des Sociétés and are published in the Recueil
Électronique des Sociétés et Associations
(‘RESA’). The Articles may be amended in
accordance with the rules set out in article 32 of
the Articles.
A copy of the latest Articles is available for
inspection on our website. Refer to www.
bb-gi.com/investors/policies/articles-of-
association/
Compliance statement
BBGI is a member of the Association of
Investment Companies (‘AIC’) and aligns its
reporting with the AIC Corporate Governance
Code (the ‘AIC Code’).
Our work activity and reporting align with the
Principles and Provisions of the AIC Code, which
incorporates the UK Corporate Governance
Code 2018 (the ‘UK Code’) and provisions
relevant to BBGI as an investment company. We
believe that reporting under the AIC Code,
which has been endorsed by the Financial
Reporting Council, offers valuable insights for
our shareholders.
The AIC Code was updated in 2024 to reflect
changes to the UK Code, with both updates
effective for accounting periods beginning on
or after 1 January 2025. While this Annual
Report has been prepared in accordance with
the AIC Code applicable to the reporting
period, we have also considered the updated
AIC Code and are committed to continued
compliance in our next reporting cycle.
While we largely comply with the AIC Code, we
provide explanations for any deviations. Below,
we detail specific Provisions where we differ,
with relevant section references for detailed
explanations:
– AIC Provision 17 (establishing separate
Management Engagement Committee): See
Committees of the Supervisory Board.
– AIC Provision 23 (annual re-election of all
directors by the shareholders): See
Management Board – General section.
Corporate governance
For more information
Refer to the stakeholder engagement
section on page 54 for more information
Refer to our website to view key
governance policies: www.bb-gi.com/
investors/policies/
Our Boards
Board independence*
Independence
on the Boards
62.5%
Independent
Non-independent
62.5%
37.5%
Independent
Non-independent
62.5%
37.5%
Executive and Non-Executive Directors split
Non-Executive Directors
Executive Directors
5
3
Non-Executive Directors
Executive Directors
5
3
*Comprises the Supervisory and Management Boards
Sarah Whitney
Andrew Sykes
Jutta af Rosenborg
Chris Waples
June Aitken
5 years
2 years
6 years
3 years
2 years
Board diversity*
Female representation
on the Boards
37.5%
Male
Female
5
3
Male
Female
5
3
Read more about our Board diversity in the
Nomination Committee Report starting on page 58
Board tenure (number of years)
50 BBGI Global Infrastructure S.A.
Graphics
Board attendance
For the year ended 31 December 2024
Name Function Independence Age
Original
appointment
Next
renewal
date
Attendance at Meetings
(total meetings held in the year)
Supervisory Board Supervisory
Board (5)
Audit
Committee (5)
Nomination
Committee (4)
Remuneration
Committee (5)
Sarah
Whitney
(i)
Chair of Supervisory
Board and Chair of
Nomination
Committee
Member of the
Remuneration
Committees
Independent 61 01-May-19 30-Apr-25 5/5 - 4/4 5/5
Andrew
Sykes
Senior Independent
Director and Chair of
the Remuneration
Committee
Member of the Audit
and Nomination
Committees
Independent 67 29-Apr-22 30-Apr-25 5/5 5/5 4/4 5/5
Jutta af
Rosenborg
Chair of Audit
Committee
Member of the
Nomination and
Remuneration
Committees
Independent 66 01-Jul-18 30-Apr-25 5/5 5/5 4/4 5/5
Chris
Waples
Director
Member of the Audit,
Nomination and
Remuneration
Committees
Independent 66 01-May-21 30-Apr-25 5/5 5/5 4/4 5/5
June
Aitken
Director
Member of the Audit,
Nomination and
Remuneration
Committees
Independent 65 29-Apr-22 30-Apr-25 5/5 5/5 4/4 5/5
(i)Ms Whitney is invited to attend the Audit Committee meetings as an observer. She attended all Audit Committee meetings held in the year.
Corporate governance continued
Name Function Independence Age
Original
appointment
Next
renewal
date Attendance at Meetings
Management Board Management Board (17)
Duncan Ball CEO Non-independent 59 05-Oct-11 05-Oct-25 17/17
Michael Denny CFOO Non-independent 47 30-Apr-13 30-Apr-25 17/17
Andreas
Parzych
(i)
Executive Director Non-independent 52 31-Jan-24 31-Jan-26 16/16
Frank Schramm
(ii)
Retired Non-independent 56 05-Oct-11 - 1/1
(i)Mr Parzych was appointed 31 January 2024. Prior to his appointment, he was invited to attend the three preceding meetings of the Management Board as an observer.
(ii)Mr Schramm retired from the Management Board on 31 January 2024.
All appointments may be renewed in accordance with the provisions of the Company’s Articles.
Annual Report 2024 51
Corporate governanceStrategic report of the Management Board
Financial statements
Graphics
Biographies of Directors
Supervisory Board
Sarah Whitney
Chair, Supervisory Board and
Nomination Committee
Appointed: May 2019
(Chair and NC Chair since 31 July 2020)
Jutta af Rosenborg
Chair, Audit Committee
Appointed: July 2018
(AC Chair since 31 August 2018)
Relevant prior experience / education
• Over 35 years’ experience advising on strategy,
corporate finance, real estate, infrastructure,
investment and economic matters.
• Corporate Finance Partner at PwC.
• Head of Consulting & Research at DTZ Holdings plc
(now Cushman & Wakefield).
• Led the Government & Infrastructure Team at CB
Richard Ellis.
• Fellow of the Institute of Chartered Accountants of
England and Wales.
• Member of the Council of University College London.
• BSc in Economics & Politics from the University of
Bristol.
Additional current appointments
• Senior Independent Director of Bellway plc.
• Non-Executive Director and Chair of the Audit
Committee of JPMorgan Global Growth & Income
plc.
Relevant prior experience / education
• Wealth of financial services and non-executive
experience and spent 26 years of his executive career
at Schroders plc.
• Experienced director of UK-listed companies and has
deep knowledge of the financial services sector and
of corporate governance requirements.
• Chair of SVG Capital plc from 2012 until 2017, serving
on the Board from 2010.
• Chair of Smith & Williamson from 2013 to 2020.
• Served as Interim Chair at Intermediate Capital Group
plc.
• Master’s degree in Modern Languages from Oxford
University.
Additional current appointments
• Senior Independent Director of Intermediate Capital
Group plc.
• Chair of Alder Investment Management Limited.
• Deputy Chair of the Governing Body of Winchester
College.
Relevant prior experience / education
• Extensive experience in management and strategy
from her background as an Executive and other
senior operational roles at listed companies.
• Experienced non-executive director of listed
companies.
• Served as CFO, Executive Vice President of Finance
and IT and Member of the Board of Management at
ALK-Abelló A/S until 2010.
• Vice President of Group Accounting at Chr. Hansen
Holding A/S from 2000 to 2003.
• Former Chair of the Audit Committee at JP Morgan
European Growth & Income plc.
• MSc in Business Economics and Auditing from
Copenhagen Business School.
• Qualified as a state-authorised public accountant in
1992.
Additional current appointments
• Non-Executive Director and Chair of the Audit
Committee at RIT Capital Partners plc.
Relevant prior experience / education
• Over 30 years’ experience in global equity markets as
an institutional stockbroker.
• Involved in establishing fund structures in multiple
jurisdictions.
• Held senior roles at HSBC Bank plc including as
Global Head of Emerging Market Equity Distribution
and Head of Strategy Management.
• Founding partner and investor of Osmosis Investment
Management LLP, a specialist investment manager
focused on environmental and responsible
investment mandates.
• Member of the Chartered Banker Institute.
• Degree in Politics, Philosophy and Economics from
Oxford University.
• Managing Director at UBS (AG), Head of Global
Equity Product, and Global Head of Asian Equities.
• Acts as a mentor to female entrepreneurs.
Additional current appointments
• Non-Executive Chair of CC Japan Income & Growth
Trust plc.
• Non-Executive Director and Chair of the Audit
Committee at JP Morgan Asia Growth and Income
plc.
• Non-Executive Director and Chair of the Nomination
Committee at Schroder Income Growth Fund plc.
Relevant prior experience / education
• Over 35 years’ global experience managing the
acquisition, construction and divestment of
infrastructure projects in progressive high-profile
companies.
• 12 years at John Laing Group plc where he was
Executive Director Asset Management, and led the
international PPP asset portfolio across Europe, North
America, and Asia Pacific.
• Member of the Executive team that oversaw
successful £1 billion market capitalisation IPO of John
Laing Group plc in 2015.
• Chair of the Investment and Investment Portfolio
Committees and Trustee of the John Laing Charitable
Trust.
• Former Managing Director of Amey plc.
• Senior roles at Scottish Power plc and Blue Circle plc.
• Fellow and Chartered Director of the Institute of
Directors.
• Postgraduate degrees in Management Studies and
Agricultural Engineering LICG.
Additional current appointments
• Mr Waples does not hold any Non-Executive Director
positions at any other listed company.
Andrew Sykes
Chair, Remuneration Committee
and Senior Independent Director
Appointed: April 2022
(SID and RC Chair since 29 April 2022)
Chris Waples
Independent Director
Appointed: May 2021
June Aitken
Independent Director
Appointed: April 2022
52 BBGI Global Infrastructure S.A.
Graphics
Biographies of Directors
Management Board
Duncan Ball
CEO
Duncan Ball has worked in the
infrastructure sector, investment
banking and advisory business for over
30 years. As CEO of BBGI, he is
responsible for BBGI’s overall strategy
and management. He has been a
member of the Management Board, the
Group’s Investment, Valuation and ESG
Committees since their inception. He is
also a shareholder representative and
holds directorships in key investments
of BBGI.
Mr Ball has led BBGI since IPO in 2011
and its subsequent growth from 19
assets to 56 assets.
Michael Denny
CFOO
Michael Denny has over 20 years’ experience
in corporate finance, with a focus on the
infrastructure and real estate sectors.
He joined BBGI in early 2012, shortly after its
IPO. As CFOO (Chief Financial and Operating
Officer) of the Group, he is primarily
responsible for all corporate financial matters
including financial oversight, capital
management, financial reporting, UK listing
requirements, corporate tax strategy, foreign
exchange hedging and regulatory compliance.
Mr Denny has been a member of the
Management Board and the Group’s
Investment and Valuation Committees since
2013 and the ESG Committee since its
inception.
Mr Denny originally
served as CFO and his
role was subsequently
expanded to CFOO,
effective from 1
February 2024.
Andreas Parzych
Executive Director
(from 31 January 2024)
Andreas Parzych has over 20 years’
experience in infrastructure investment
across transport, Social Infrastructure, and
renewables in Europe and North America.
Upon his appointment to the Management
Board, Mr Parzych joined the Group’s
Investment, Valuation and ESG Committees.
He is also a shareholder representative and
holds directorships in key investments of
BBGI.
Mr Parzych joined BBGI in 2016 as Director,
Head of Business Development, responsible
for identifying, evaluating, and executing
investment opportunities for the fund, and
has been actively
involved in
implementing
BBGI’s growth
strategy since
joining the
Company.
Annual Report 2024 53
Corporate governanceStrategic report of the Management Board
Financial statements
Graphics
Board leadership and purpose
The Supervisory Board consists solely of
independent Non-Executive Directors and the
Chair, who was considered independent at the
time of her appointment. Directors on both the
Management and Supervisory Boards are
accountable under the Listing Rules, as the
Listing Rules do not distinguish between
different types of directors.
While BBGI’s shares are listed on the Official List
of the UK Listing Authority, the Supervisory
Board and the Management Board jointly
approve any circulars or corporate actions
requiring a publicly-listed board’s
recommendation under the Listing Rules. Any
responsibility applied to directors under the
Listing Rules applies to all of BBGI Directors.
At all times and where necessary, the
Management and Supervisory Boards, the
Committees, and each Director individually,
have access to independent professional advice
at BBGI’s expense.
Stakeholder engagement
Effective engagement with BBGI’s stakeholders
is integral to realising the Company’s vision and
purpose. As a non-domiciled, publicly-listed
entity on the London Stock Exchange, the UK
Companies Act 2006 (the ‘CA2006’) has limited
application. Nonetheless, BBGI acknowledges
the significance of stakeholder interests, and
the continuing requirements under Section
172(1) CA2006 for boards of UK large or
publicly-listed companies to take stakeholder
interests into account and report on how they
have done so when performing their duties. As
a member of the AIC, BBGI aligns with the AIC
Code requirement for the matters set out in
Section 172 to be reported on by all companies,
irrespective of domicile and provided there is
no conflict with local company law.
Details on how BBGI upholds these principles,
prioritises shareholder interests, and delivers
sustainable outcomes are outlined in the
Sustainability section and in the Sustainability
Report.
In accordance with the AIC Code, BBGI’s
Management Board and Director of Investor
Relations engages regularly with its major
shareholders. The Chairs of the Supervisory
Board and its Committees are also available for
shareholder engagement, including attending
shareholder General Meetings.
General Meetings
2024
BBGI’s AGM was held on 30 April 2024. There
were no other shareholder meetings held
during the year.
2025
A General Meeting is proposed for 10 April
2025.
BBGI’s next AGM will be held on Wednesday 30
April 2025. The Notice of Meeting, proposed
Resolutions and Explanatory Notes, will be
circulated to shareholders in accordance with
the regulatory deadlines, and will be available
on BBGI’s website.
BBGI's governance structure
BBGI is internally managed and operates with a two-tier governance structure, comprising a
Management Board and a Supervisory Board. The respective responsibilities of each Board are set
out below.
Management Board
Supervisory Board | Exercises powers attributed by the Articles, including:
• Sets and implements the Group’s overall strategy.
• Operational management, including discretionary investment
management of BBGI’s investments.
• Implements risk management, monitoring operational risks and
measures related to risks.
• Oversees BBGI’s administration, including preparing its semi-annual
valuations, statutory financial statements, management accounts and
its business plan.
• Primary interface for BBGI’s investor relations.
• Manages BBGI and its representation vis-à-vis third parties (e.g. entry
into agreements on BBGI’s behalf).
BBGI manages investments internally through its Management Board,
without an external adviser. Accordingly, its Executive Directors do not
serve on the Supervisory Board or its Committees.
• Supervising and monitoring appointments of the Company’s service
providers and its subsidiaries.
• Reviewing remuneration, compensation and other benefits of the
Management Board and BBGI employees.
• Considering issues, purchases, or redemptions of shares proposed by
the Management Board.
• Reviewing and monitoring compliance with the corporate governance
framework and financial reporting procedures.
• Reviewing and approving interim and annual financial statements.
• Providing general oversight to the Management Board and Group
operations without direct involvement in the day-to-day
management.
• Appointing and, where relevant, dismissing members of the
Management Board.
54 BBGI Global Infrastructure S.A.
Graphics
Golden Ears Bridge, Canada
Continuation vote:
Article 29 of the Articles requires that
shareholders be offered a continuation vote
every two years. Notwithstanding the Offer, a
continuation vote will be held at the Company's
upcoming 2025 AGM.
Share capital
The issued share capital of the Company is
714,876,634 ordinary shares of no-par value. All
of the issued ordinary shares rank pari passu.
Treasury shares do not count towards the total
number of Ordinary Shares with voting rights.
The Company holds as Treasury shares 3
Ordinary Shares.
Voting rights
There are no special voting rights, restrictions,
or other rights attached to the ordinary shares,
nor are there any restrictions on the voting
rights they carry.
Purchase of ordinary shares by the Company
in the market
In order to assist in the narrowing of any
discount to the NAV at which the ordinary
shares may trade from time to time and/or to
reduce discount volatility, the Company may,
subject to shareholder approval:
– make market purchases of up to 14.99%
annually of its issued ordinary shares; and
– make tender offers for ordinary shares.
During the year, the Company purchased
1,107,386 shares into treasury, of which
1,107,383 were re-allocated to satisfy share plan
vestings which occured during the year. The
most recent authority to purchase ordinary
shares, which may be held in treasury or
subsequently cancelled, was granted to the
Company on 30 April 2024. This authority
expires on the date of the next Annual General
Meeting (‘AGM’) to be held on 30 April 2025, at
which point the Company will propose to renew
its authority to buy back ordinary shares.
Board members and other interests
The members of the Management Board also
serve as managers of BBGI Management
HoldCo S.à r.l, a wholly owned subsidiary of
BBGI. Mr Ball, Mr Denny and Mr Parzych hold
service contracts with BBGI Management
HoldCo S.à r.l.
The CEO and the CFOO have twelve-month
notice periods, while Mr Parzych has a
six-month notice period. The Company has not
provided loans or guarantees for the benefit of
any Director.
All members of the Supervisory Board are
considered independent Board members, as
they:
– have not been employees of BBGI;
– have not had material business
relationships with BBGI;
– have not received performance-based
remuneration from BBGI;
– do not have family ties with any of BBGI's
advisers, Directors, or senior employees;
– do not hold cross-directorships or have
links with other Directors through
involvement in other companies;
– do not represent a significant
shareholder; and
– have not served on the Board for more
than nine years.
Details of Directors’ holdings in BBGI’s shares
are disclosed in the Remuneration Report.
Internal controls
The Management Board maintains robust
processes and internal controls to manage risk,
oversee the internal control framework and
aligns the principal risks with the long-term
strategic objectives. Policies and procedures
are monitored continuously and reviewed
annually. The Management Board oversees the
Compliance and Risk functions, which in turn
continually assess the compliance and risk
frameworks. This includes delegate oversight
and due diligence processes, such as in-person
meetings and on-site attendance at delegate
offices. While these controls enable BBGI to
manage the risks, they cannot fully eliminate
the possibility of failure or provide absolute
assurance against material misstatement or
loss. Refer to the Principal Risks section and the
Audit Committee Report in this Annual Report
for further information.
Substantial shareholdings
As at 31 December 2024, BBGI had 714,876,634
shares in issue, all with equal voting and
dividend entitlements. Additionally, the
Company held three shares in Treasury, which
carry no voting or dividend entitlements.
Pursuant to DTR 5 of the FCA’s Disclosure
Guidance and Transparency Rules, we had
received notice of substantial interests (5% or
more) in the total voting rights of BBGI as
shown in the table below, in compliance with
DTR 7.2.6R.
Name Held as at 31 Dec 2024 % of total share capital
(i)
M&G plc
(ii)
59,502,903 9.42%
Schroders plc
(iii)
56,304,964 8.48%
Rathbones Group plc 31,569,569 5.01%
Evelyn Partners Limited
(iv)
28,885,124 5.00%
Morgan Stanley & Co. International plc
(v)
- -
Millennium International Management
LP
(vi)
- -
(i) The percentage of voting rights detailed in the table above was calculated at the time of the relevant disclosure made in
accordance with Rule 5 of the Disclosure Guidance and Transparency Rules, and the shareholders’ percentage interests in
BBGI may have changed since that date.
(ii) Subsequent to the end of the reporting period, the Company was notified on 7 February 2025 that M&G plc had reduced its
shareholding to below 5%.
(iii) Subsequent to the end of the reporting period, the Company was notified on 5 March 2025 that Schroders plc had reduced its
shareholding to below 5%.
(iv) Subsequent to the end of the reporting period, the Company was notified on 14 March 2025 that Evelyn Partners Limited had
reduced its shareholding to below 5%.
(v) Subsequent to the end of the reporting period, the Company was notified on 13 March 2025 that Morgan Stanley & Co.
International plc had reached a notifiable shareholding of 5.15%.
(vi) Subsequent to the end of the reporting period, the Company was notified on 26 March 2025 that Millennium International
Management LP had reached a notifiable shareholding of 6.06%.
Board leadership and purpose continued
Annual Report 2024 55
Corporate governanceStrategic report of the Management Board
Financial statements
Graphics
Division of Responsibilities
General
The Management Board comprises three
members, each contractually engaged by BBGI
Management HoldCo S.à r.l.. As a result, none
of the members are deemed independent
under AIC Code Provision 10. However, the
Management Board’s functions are overseen by
the Supervisory Board, which meets the
independence criteria set out in Provision 10.
While BBGI’s two-tier structure is not explicitly
covered by the AIC Code, the independent
Supervisory Board ensures the Company is
compliant with AIC Code Provision 10. The
Company’s Articles require annual re-election of
the Management Board members by the
Supervisory Board, not by shareholders, which
deviates from the AIC Code Provision 23.
However, as the Management Board carries out
the role of Investment Manager, the
Supervisory Board deems it appropriate that it
elects the members of the Management Board.
The Supervisory Board members, however, are
subject to annual re-election and dismissal by
shareholders, thereby aligning with Provision
23.
ESG Committee
The ESG Committee oversees the management
of material ESG activities and reports to the
Management Board on any recommendations.
The ESG Committee meets at least quarterly. In
2024, its members included the Management
Board, the Director ESG/Sustainability, the Head
of Asset Management and the Company
Secretary. Through the ESG Committee, the
Management Board remains informed about
the dual aspect of sustainability risks: the risk of
financial, operational, and any direct physical
impacts on BBGI’s portfolio.
Delegated functions
BBGI is required to have dedicated Risk
Management, Compliance and Internal Audit
functions under AIFM Law; and each function
must be functionally and hierarchically separate
from all other operating unit functions. Grant
Thornton Vectis remained as the Company’s
Internal Auditor for 2024.
BBGI’s Head of Risk and Compliance is
authorised by the CSSF to perform the Risk
Management and Compliance functions, and
reports to the Management Board and
Supervisory Board, or one of its formally
constituted Committees, as well as to the
Designated Board Members.
Our Management Board is responsible for the
correct and effective operation of the below
delegated functions.
BBGI’s shares trade on the main market of the
London Stock Exchange and MUFG is the
depository, receiving agent and UK transfer
agent. All shares are held in dematerialised
form, in accordance with the Luxembourg
Dematerialisation Law.
LuxCSD acts as the Company’s European
Economic Area (‘EEA’)-based CSD. BIL acts as
the required intermediary between the
Company and LuxCSD. Both LuxCSD and BIL are
classified as delegates and are subject to BBGI’s
delegate oversight framework.
G.I.T.S. PSF provides a fully outsourced IT
solution to BBGI, including private managed
hosting, backups and IT security services.
BBGI is registered under the UK’s National
Private Placement Regime ('NPPR'), allowing us
to continue to market BBGI’s shares in the UK.
Re-election of Management Board members
The Supervisory Board evaluates the
performance of the Management Board and its
Directors annually to ensure they operate
effectively and efficiently, and that the
appointment of the individual Directors is in the
best interests of BBGI and its shareholders.
Following satisfactory evaluations carried out in
2024, the Supervisory Board renewed Mr
Denny’s appointment for a year with effect from
30 April 2024, and Mr Ball's for a year with
effect from 5 October 2024. Mr Parzych was
initially appointed a member of the
Management Board on 31 January 2024 for a
year and during the reporting period the
Supervisory Board renewed his appointment for
a further year with effect from 31 January 2025.
General
The Supervisory Board consists of five
independent Non-Executive Directors, elected
annually at the AGM, where they may seek
re-election.
The Supervisory Board meets at least four times
a year and also have regular contact with the
Management Board and the Company’s
corporate brokers. The Supervisory Board
considers items in the Notices and Agendas of
meetings. These are formally circulated to its
members before each meeting as part of the
Board papers. The Supervisory Board are
updated on investment performance on a
quarterly basis to ensure adherence to BBGI’s
investment policy and guidelines, including
investment criteria and return targets. At each
meeting, the Management Board reports KPIs
on operating performance, cash projections,
investment valuations and corporate
governance matters. The Supervisory Board also
reviews the compliance framework and risk
profile, the performance of key service
providers, investment and financial controls,
marketing and investor relations, peer group
information, industry issues, general
administration and other matters relevant to
fulfil its oversight remit. At each meeting,
members must advise of any potential or actual
conflicts of interest before discussion.
Re-election of Supervisory Board members
In accordance with the Articles, all members of
the Supervisory Board will offer themselves for
re-appointment at BBGI’s forthcoming AGM in
2025. Following a successful performance
evaluation, the Supervisory Board recommends
re-election of each of its members. If the
Delisting Date does not occur the Supervisory
Board will be re-appointed until the conclusion
of the Company's 2026 AGM. If the Delisting
Date occurs prior to this date, the re-
appointment of the members of the Supervisory
Board will cease on the Delisting Date.
Committees
The Supervisory Board has established Audit,
Remuneration and Nomination Committees.
Each of these Committees operates within
clearly defined terms of reference, which are
prepared in accordance with the relevant
Disclosure Guidance and Transparency Rules,
AIC Code provisions and Luxembourg
regulations, as applicable. The roles and
responsibilities of each Committee, as set out in
their Terms of Reference, are reviewed at least
annually, and consider relevant regulatory
changes and recommended best practice. Any
proposed amendments are referred to the
Supervisory Board for approval. Committee
members and their Chairs are appointed by the
Supervisory Board, and are confined at all times
to consist solely of Non-Executive Directors.
Details of Committee membership is contained
in the Supervisory Board biography section.
Committee Chairs attend the AGM and are
available to address shareholder queries. Details
of the roles and responsibilities of each
Committee are outlined below, and their
activities during 2024 are further described in
the individual Committee reports within this
Annual Report. Copies of the Terms of Reference
for each Committee are available on BBGI’s
website at www.bb-gi.com.
Other key delegates and providers:
Central Administrative Agent, Depositary,
and Paying Agent:
CACEIS Bank, Luxembourg Branch
(formerly known as CACEIS Investor Services
Bank S.A.)
Depository (UK):
MUFG Corporate Markets Trustees (UK)
Limited (‘MUFG’) (formerly known as Link 
Market Services Trusteees Limited)
Central Securities Depository (CSD): LuxCSD S.A. (‘Lux CSD’)
Principal Agent:
Banque Internationale à Luxembourg S.A.
(‘BIL’)
Information Technology: G.I.T.S. PSF
Management Board
Supervisory Board
56 BBGI Global Infrastructure S.A.
Graphics
Audit Committee
In accordance with Provision 29 of the AIC Code
and the Disclosure Guidance and Transparency
Rules (DTR) rule 7.1, the Company has
established an Audit Committee responsible for
overseeing compliance with accounting
standards, financial and regulatory controls, and
ensuring the integrity, fairness, balance, and
clarity of the Group’s Annual and Interim
Reports, financial statements, and formal
announcements. The Committee also reviews
the semi-annual valuations of BBGI’s investment
portfolio, monitors internal financial controls
and risk management frameworks, and oversees
the Internal Audit function, including
appointment and removal of the third-party
service provider and approval of the tri-annual
audit plan. Additionally, it reports to the
Supervisory Board, recommending resolutions
on the appointment, re-appointment, removal,
remuneration, and terms of the External Auditor
while assessing the auditor’s independence,
objectivity, and effectiveness in line with
Luxembourg and UK regulations. The
Committee ensures compliance with the
Non-Assurance Services Policy and relevant
legislation and reviews the adequacy of
whistleblower protections, enabling employees
and stakeholders to confidentially report
misconduct, fraud, bribery, or discrimination. If
there is a conflict between the provisions of the
AIC Code and the provisions of the law on the
Audit Profession, BBGI complies with the
provisions of the law on the Audit Profession
and discloses any conflict.
As External Auditor, PwC attends specific Audit
Committee meetings to consider BBGI’s Annual
and Interim Financial Statements, where PwC
presents the conclusions of its work, and
whenever the Audit Committee considers
necessary.
As Internal Auditor, Grant Thornton Vectis is also
invited to attend at least annually to present on
its internal audit work and to discuss the
robustness and suitability of the Company’s
internal controls framework and processes.
Additionally, there are occasions throughout the
year when the External Auditor and Internal
Auditor may engage directly with Committee
members, independent of the presence of the
Management Board.
The Audit Committee meets at least three times
per year, and whenever the Audit Committee
Chair may require. Any member of the Audit
Committee, or the External Auditor, may request
additional meetings. Other Directors, employees
and third parties may be invited by the Audit
Committee to attend meetings when
appropriate. While Ms Whitney is not a
Committee member, as Supervisory Board Chair,
she is invited to attend each of its scheduled
meetings. The Supervisory Board considers that
at least one Committee member has recent and
relevant financial experience so that the
Committee can discharge its functions
effectively.
Remuneration Committee
In accordance with AIC Code Provision 37, the
Company has established a Remuneration
Committee, to which the Supervisory Board has
delegated its responsibilities for: establishing the
general principles of the policy for Directors’
remuneration; setting remuneration for the
Management Board; determining the terms of
the Remuneration Policy; and supervising
remuneration structure and levels for other
employees’ compensation and other benefits
and entitlements. The Remuneration Committee
reports its findings and any recommendations
to the Supervisory Board.
The Remuneration Committee meets at least
twice a year, and whenever the Remuneration
Committee Chair may require. Additional
meetings may be requested by any member of
the Remuneration Committee, if necessary.
Other Directors, employees and third parties
may be invited by the Remuneration Committee
to attend meetings as and when appropriate.
The Chair of the Supervisory Board is a member
of the Remuneration Committee, but cannot be
Chair of the Remuneration Committee.
The Remuneration Committee’s annual
reporting is prepared in compliance with
reporting obligations outlined in the relevant
Luxembourg legislation. To provide greater
transparency to shareholders and employees
alike, BBGI voluntarily discloses additional
remuneration detail beyond the legal reporting
obligations. For further details, please refer to
the Remuneration Committee Report.
Management Engagement Committee
Given the Company’s internally managed
structure and the Management Board's primary
role in overseeing third party service providers,
along with the size of the Supervisory Board, the
Supervisory Board performs the functions of a
Management Engagement Committee. Ms.
Whitney serves as the Chair. As a result, BBGI
considers it unnecessary to have a separately
constituted management engagement
committee, as prescribed under AIC Code
Provision 17, as there would be no material
benefit to BBGI and the shareholders.
In its role as Management Engagement
Committee, the Supervisory Board met four
times in 2024 to consider, together with the
Management Board, the performance,
effectiveness and appropriateness of the
ongoing appointments of BBGI’s third-party
service providers under Principle H of the AIC
Code.
Nomination Committee
In accordance with AIC Code Provision 22, the
Company has established a Nomination
Committee, which has responsibility for
overseeing appointments and renewals to the
Management Board, the composition of the
Supervisory Board and any new appointments
to it (subject to shareholder and CSSF approval).
The Nomination Committee also reviews the
succession plans for both the Management and
Supervisory Boards and oversees the annual
performance evaluation of the Supervisory
Board and its formally constituted Committees.
In recruiting new directors, the Nomination
Committee actively seeks diversity by gender,
ethnicity, nationality and other criteria, and
selects members based on merit, with relevant
and complementary skills to maximise
stakeholder value.
The Nomination Committee meets at least twice
a year, and at other times as the Nomination
Committee Chair requires, in accordance with its
Terms of Reference. If necessary, Nomination
Committee members can request additional
meetings. Other Directors, employees and third
parties may be invited by the Nomination
Committee to attend meetings when
appropriate.
In accordance with AIC Code Provision 22, the
Chair does not chair any Committee meeting
where her succession is discussed.
Composition, succession and evaluation
BBGI believes the Supervisory Board members
have an appropriate combination of skills,
experience and knowledge to fulfil their
obligations. They also have a breadth and
diversity of experience relevant to BBGI, and the
Company believes any future changes to the
composition of the Supervisory Board can be
managed without undue disruption. The
Company is unaware of any circumstances that
are likely to impair, or could appear to impair,
the independence of any of the Supervisory
Board members.
Board composition, tenure and diversity
The Nomination Committee and the
Management Board regularly review BBGI’s
succession plans, but ultimate decision-making
rests with the Supervisory Board. To ensure
continuity and stability, the Non-Executive
Directors are expected to retire on a staggered
basis, as part of a structured succession plan.
The Management and Supervisory Boards take
gender and ethnic diversity into consideration
and fully support the goals of FTSE Women
Leaders and the Parker Review on Ethnic
Diversity on boards. Both the Management
Board and the Supervisory Board, through the
Nomination Committee, regularly review the
policies on diversity, equity and inclusion.
The Parker Review reporting is limited to
UK-based employees, at which level BBGI’s
ethnic minority representation would be 50% at
the level reporting directly to the Management
Board. In accordance with the Parker Review’s
recommendation for disclosure of a target for
ethnic minority representation below the Board
level by 2027, BBGI has set a target of at least
15% of its UK-based senior staff to be from an
ethnic minority.
BBGI’s low employee turnover rate remains a
core strength, with only a single departure in the
year across the consolidated Group. As well as
sourcing a replacement, we strengthened the
team with two additional hires.
Further details are available in the Nomination
Committee Report.
Annual Report 2024 57
Corporate governanceStrategic report of the Management Board
Financial statements
Graphics
Nomination Committee Report
Full details of the Committee’s role and key
responsibilities are contained in the Corporate
Governance at a Glance section on page 57.
Key activities during the year
Annual performance review
In accordance with AIC Code Provision 26, an
independent externally facilitated review of the
Supervisory Board was conducted during the
year by Trust Associates 2022 LLP (‘Trust
Associates’). The scope of the performance
evaluation included the Supervisory Board, its
Committees, the Chair and individual Directors.
Trust Associates is independent of BBGI, with no
affiliations to the Company or its Directors.
Trust Associates’ evaluation of the Company
was done in accordance with the UK Corporate
Governance Institute’s Code of Practice for
board reviewers.
Individual interviews were held with each of the
Supervisory Board members. Additional
meetings were also held with each member of
the Management Board, the Company Secretary
and a representative from the Company’s
Corporate Brokers. Trust Associates were
provided with Committee and Board packs from
the Board meetings held in the preceding year
and two Trust Associates representatives were
invited to attend and observe meetings held by
the Supervisory Board, the Audit Committee,
the Remuneration Committee and the
Nomination Committee.
Trust Associates concluded that the Supervisory
Board functions well as a cohesive whole, with a
strong mix of appropriate skills that enables
them to challenge the Management Board
effectively, with positive engagement between
the Boards. Trust Associates further concluded
that the Supervisory Board had a strong focus
on corporate governance and compliance, and
was operating effectively in performing its role
of protecting shareholder value, and further
that each of the Committees were also
operating effectively.
Steps have already been taken to implement
the findings of Trust Associates’ review where
they are considered relevant and in the interest
of the Company and its stakeholders.
In presenting the results of its review Trust
Associates made a number of
recommendations regarding communications
on strategy and portfolio evolution, and some
further minor improvements designed to
smooth the governance process. The
Committee considers that appropriate steps are
being taken to tackle each of these
recommendations, and for which in most cases
improvements were already in hand.
An externally-facilitated performance review of
myself, as the Supervisory Board Chair, was also
undertaken through Trust Associates. This
review took place under the auspices of the
Senior Independent Director. The review
concluded that I have been a strong Chair and
have consistently performed effectively since
my appointment to the position in 2020,
including during the reporting period.
In the intervening years between externally-
facilitated performance evaluations, the
Supervisory Board conducts formal self-
evaluations of its performance, including its
Chair. The Committee additionally considers the
term and independence of each Supervisory
Board member on an annual basis. The
evaluation process is conducted by way of a
mixture of questionnaires and individual
conversations with the Chair, or the Senior
Independent Director in the case of the Chair’s
evaluation, and in accordance with AIC Code
Provision 14.
The Committee, and the Supervisory Board as a
whole, consider that these reviews play an
important part in ensuring a suitable mix of
skills, experience and knowledge are in place;
that each body is functioning effectively; and
that the performance of each body and
individual member continues to be effective.
Supervisory Board composition, tenure, and
diversity
As part of its annual review of the Supervisory
Board's composition, the Committee evaluated
the relationship between the Supervisory and
Management Boards, along with the balance of
skills and expertise among the Non-Executive
Directors. The collective experience of the
Supervisory Board ensures a strong relationship
with the Management Board, promoting a
culture of constructive dialogue and rigorous
inquiry, which enables thorough scrutiny and
effective oversight.
The Committee believes that the size, structure,
and composition of the Supervisory Board and
its Committees are well-suited to meet the
Company’s needs and to carry out their
responsibilities effectively. We are grateful for
the continued support from shareholders,
demonstrated by the reappointment of all
Directors at the April 2024 AGM, which
reinforces our commitment to serving
shareholders’ best interests through robust
oversight of the Company and Management
Board.
Our continued commitment to equitable and
diverse representation is demonstrably clear.
We place value in these goals as we consider
that diverse representation provides our
Supervisory Board and our wider team of
employees with the best balance of skills and
expertise to effectively carry out their roles and
serve the needs of all our stakeholders.
Consequently, BBGI strongly supports initiatives
and regulatory efforts promoting gender and
ethnic diversity in publicly-listed companies,
Committee membership Meeting attendance
Sarah Whitney
4/4
Andrew Sykes
4/4
Jutta af Rosenborg
4/4
Chris Waples
4/4
June Aitken
4/4
Annual statement from Nomination Committee Chair
I am pleased to present the Nomination Committee (the ‘Committee’) Report for the financial
year ended 31 December 2024 on behalf of the Supervisory Board.
Gender and Ethnic Minority Diversity
Female representation on the Supervisory Board remains unchanged at 60%
For more information about our
approach to diversity in general,
please see our separate Sustainability
Report
Position / Level Male Female
Ethnic Minority (Parker
Review Categorisation)
Supervisory Board 40% 60% 20%
Management Board 100% - -
Direct Reports to Management Board 62% 38% 15%
58 BBGI Global Infrastructure S.A.
Graphics
including the FTSE Women Leaders and Parker
Review. The Company operates under a two-tier
Board system, which separates the roles of its
Supervisory Board and Management Board. As
at reporting date, the Supervisory Board has
60% female representation, including a female
Chair and Audit Committee Chair, ranking
among the highest in the FTSE 350 on that
metric. Additionally, female representation
among direct reports to the Management
Board currently stands at 42%, highlighting
BBGI’s commitment to diversity and inclusion at
senior levels.
As at 31 December 2024, our team of 25
colleagues comprised 13 different nationalities.
20% of the Supervisory Board and 15% of direct
reports to the Management Board are
considered to be from an ethnic minority
background as categorised by the Parker
Review. When considering only our UK-based
employees, of which there are two, and as the
Parker Review encourages, the ethnic minority
representation increases to half (50%) of our
senior personnel.
Succession planning
During the year, the Committee assessed
capacity within the organisation, key person
risks and continuous development of
appropriate succession plans for the
Supervisory Board, its Committees and the
Management Board.
The Supervisory Board members have an
average tenure of 3.6 years, with the longest
serving Director, Jutta af Rosenborg, having
served for six years. This provides us with a
mature and experienced Board of independent
Directors who are able to robustly challenge the
Management Board on its decisions as well as
support them in the execution of the
Company’s long-term strategy. Accordingly, the
Committee has determined that no further
appointments to the Supervisory Board are
currently necessary.
As in previous years, we have reviewed our
policy on the Appointment and Tenure of the
Supervisory Board Directors, with no material
amendments deemed necessary.
Notwithstanding the AIC’s more permissive
stance on the topic, our policy retains the
provision limiting the tenure of our Supervisory
Board Directors to nine years, save for an
extension of the Chair in exceptional
circumstances, such as to facilitate an effective
succession plan.
The Committee serves an important role in
succession planning at both the Supervisory
and Management Board levels, which it
undertakes with full consideration given to
BBGI’s current positioning and future long-term
strategic direction. Key person risks, the existing
skills and experience within the business, along
with those that could be gained by new hires,
and those that might be lost with any potential
future departures, form a key part of those
considerations. The Management Board
remains responsible for recruitment of all senior
positions below Board-level.
The process of appointing any new Directors to
either Board is led by the Nomination
Committee. Our approach is to make
appointments across all levels based on merit,
and the strengths, skills and experience that
individual candidates bring to the composition
and balance of the Management and
Supervisory Boards.
Annual Committee planning and member
development
As in previous years, the Committee reviewed
its formalised annual work plan, which was
developed to ensure sufficient consideration is
given to all material matters, with regular and
thorough discussions.
During the year, the induction process was
reviewed, along with the information provided
to any new Directors, be they Non-Executive or
Executive. As a result, a number of additional
useful topics and meetings with key personnel
and other stakeholders were added to the
information-sharing process. While no
imminent hiring is currently planned, we believe
that the changes will serve any incoming
Director well and ensure a smooth and fully
informed induction process.
We maintain an internal record of all training
completed by staff and Directors. Supervisory
Board members were invited to participate in
Company-wide training sessions covering
Anti-Money Laundering (AML), Counter-
Terrorism Financing (CTF) and cybersecurity.
Additionally, during the year, the Supervisory
Board, alongside the Management Board,
received training on the Digital Operational
Resilience Act, which came into force in January
2025.
Having assessed the ongoing commitment and
suitability of each of the Supervisory Board
members as independent Non-Executive
Directors of the Company, the Committee and I
are satisfied that each Supervisory Board
member has undertaken relevant training and
furthermore each of them remains well-
informed about the latest regulatory and
operational developments pertinent to BBGI’s
business.
Renewal of Executive Director mandates
The Supervisory Board reviewed the
performance of each Management Board
member. Each member is considered to have
performed their duties effectively and was
reappointed for another year.
The Committee reviewed the plans for all senior
positions for succession planning. These plans
are regularly updated by the Management
Board and reviewed by the Nomination
Committee at least annually.
The year ahead
The Supervisory Board benefits from a mature,
well-tenured membership, without any
concerns of over-familiarity that might arise
from overly lengthy terms of service. As such,
the Committee’s focus for the year ahead will
be on the continued alignment of BBGI’s
strategic direction with its core values and how
we can best serve them through the processes
in place for any new appointments, succession
plans for both the Supervisory and
Management Boards and our oversight of the
talent development for a diverse pipeline for
succession.
Approval
This Report was approved by the Board on 27
March 2025 and signed on its behalf by:
Sarah Whitney
Nomination Committee Chair
Nomination Committee Report continued
Annual Report 2024 59
Corporate governanceStrategic report of the Management Board
Financial statements
Graphics
Audit Committee Report
Full details of the Committee’s role and key
responsibilities are contained in the Corporate
Governance at a Glance section on page 57.
Valuation of investments
As in previous years, the Committee engaged
with the Management Board, External Auditor,
and Internal Auditor on a wide range of topics.
The fair valuation of the Company’s underlying
investments remains the most significant risk of
material misstatement in the financial
statements. To mitigate this risk, the Committee
conducts pre-publication reviews of the
Company’s annual and interim financial
statements, allowing for in-depth discussions
with the Management Board. These reviews
include examining the twice-yearly valuations of
underlying investments, accompanied by NAV
sensitivity analyses, which are independently
reviewed by a third-party valuation expert.
The Committee challenged the investment
valuations by seeking detailed explanations
from the Management Board, evaluating the
rationale behind applied assumptions,
judgements, and methodologies. The External
Auditor, who attends Committee meetings at
least twice annually, also contributes to this
process, including their valuation specialist’s
review of the adequacy of investment
valuations. Key areas of focus include fair
valuation assumptions, discount rates, and the
macroeconomic environment.
The Committee received updates from the
External Auditor on the results of their controls
testing and audit procedures, emphasising the
risk of material misstatement during the audits
of the Annual and the review of the Interim
Financial Statements. Based on this rigorous
process, the Committee concluded that the
valuation methodology applied to the Group’s
investments in 2024 was appropriate and that
the resulting investment values were
reasonable.
External Auditor independence and
effectiveness
In assessing the ongoing independence of the
External Auditor, the Committee:
– reviewed the External Auditor’s Report
outlining the extent of non-audit services
provided to the Company and its
subsidiaries, ensuring such services were
within permissible limits and did not impair
independence;
– received confirmation from the External
Auditor regarding compliance with ethical
independence requirements and the
application of safeguards, along with
arrangements to identify, manage, and
disclose potential conflicts of interest. The
External Auditor confirmed its continued
independence from the Group in line with
Regulation (EU) No 537/2014 and the AIC
Code; and
– evaluated engagements entered into
before the Auditor’s appointment, including
associated changes in personnel, to ensure
independence was maintained.
In evaluating the ongoing effectiveness of the
External Auditor’s work, the Committee
considered:
– the fulfilment of the agreed audit plan and
any significant variations; and
– feedback from the Management Board on
the performance and responsiveness on
quality of the audit team.
The Committee also maintained direct
communication, including face-to-face
meetings between the External Audit Partner
and I, to ensure specific expectations,
particularly on topics of relevance to the
Company, were addressed within the audit plan.
During the year, the Committee observed a
high level of professional scepticism
demonstrated by the External Auditor,
especially regarding the valuation process. The
Auditor’s probing questions on key areas such
as discount rates and macroeconomic
assumptions were met with robust and detailed
responses from Management, reflecting a
rigorous audit process.
The Committee has reviewed the overall audit
process and confirms its satisfaction with the
adherence to established terms of engagement.
The audit was conducted in alignment with the
principles of independence and objectivity,
demonstrating an effective and transparent
approach. The Committee further acknowledges
the External Auditor’s contribution to
safeguarding the integrity of the Company’s
financial reporting, which ultimately supports
shareholder confidence.
Non-assurance services
The Committee reviews any non-assurance
services provided by the External Auditor. In line
with the Non-Assurance Services Policy, the
Committee will continue to assess and, where
appropriate, approve such engagements for
controlled subsidiaries, provided they are not
prohibited services.
As a general principle, the Committee does not
approve the use of the External Auditor for
non-assurance services unless there is a clear
and specific justification. For the financial year
ended 31 December 2024, the External Auditor
did not provide any non-assurance services to
the Group, and no non-audit-related fees were
paid to the External Auditor during the year.
Internal controls and risk management
The Committee reviews the effectiveness of the
Group’s internal financial control systems.
As an extension to the work carried out last
year in respect of the framework for assessing
the effectiveness of BBGI’s internal controls, I
have instigated regular one-to-one meetings
with our Head of Compliance and Risk to
ensure that the framework remains appropriate
to the present risks and operational strategy.
Moreover, as part of the Committee’s regular
review of the Internal Auditor’s work and audit
plan, it was agreed that the Internal Auditor
would provide additional disclosure in its
reporting to the Committee on the assessments
undertaken and conclusions drawn pertaining
to the Company’s internal controls framework
and associated policies and procedures.
As a Committee, we believe that the framework
remains effective and continues to operate
within the three lines of defence:
– The first line of defence is the business
units that take or acquire risks under
predefined policy and limits and carry out
controls.
– The second line of defence is monitoring
the effectiveness and implementation of
those controls on an ongoing basis by the
Compliance and Risk Management
functions.
– The third line of defence is the internal
audit function providing an independent,
objective and critical review of the first two
lines of defence, and which itself has been
delegated to an external and independent
third party, providing further reassurance.
In addition to the (aforementioned)
enhancement to the Committee’s existing
engagement with the Head of Compliance and
Risk and Internal Auditor, the Committee
continues to receive regular presentations
throughout the year from relevant members of
staff and third parties in respect of the Risk
Management, Compliance and Internal Audit
functions:
– Risk Management: The Head of Risk and
Compliance, as Risk Manager, presents the
Annual Risk Report directly to the
Committee, with Supervisory Board
members also present. These sessions
provided opportunities for the Committee
to challenge the Risk Manager and
Committee membership* Meeting attendance
Jutta af Rosenborg
5/5
June Aitken
5/5
Andrew Sykes
5/5
Chris Waples
5/5
*The Supervisory Board Chair attends Committee meetings at 
the invitation of the Committee Chair
Annual statement from Audit Committee Chair
I am pleased to present the Audit Committee (the ‘Committee’) Report for the financial year ended
31 December 2024 on behalf of the Supervisory Board.
60 BBGI Global Infrastructure S.A.
Graphics
Management Board, ensuring robust
oversight. The Committee also reviewed
BBGI’s risk profile and key risk indicators,
including updates prepared by the Risk
Manager and overseen by the Designated
Management Board Member for Risk.
During the year, work was conducted
between all parties to enhance the
reporting of risks and I will continue to
meet with the Risk Manager and
Designated Board Member for Risk to
further develop the informative disclosures
already received by the Committee.
– Compliance: Quarterly compliance updates
were provided by the Head of Risk and
Compliance, detailing key areas such as
AML/CTF, delegate oversight, conflicts of
interest, regulatory watch, cyber-security,
and ESG. The Committee also reviewed the
Annual Compliance Report for 2023,
submitted to the Luxembourg Regulator
(CSSF). Committee members engaged in
productive debate with the Management
Board and Head of Compliance to address
queries and clarify details and satisfy
themselves as to the continuing high
quality of the Compliance function,
processes and controls.
– Internal audit: The Committee assessed the
Internal Auditor’s effectiveness, reviewed
the 2023 Annual Regulatory Report, and
the work carried out in line with the
2023–2025 triennial audit plan.
Presentations from the Internal Auditor
outlined their scope, objectives, and
conclusions, with modifications made to
satisfy the Committee that the scope
remains relevant and suitable under new
and upcoming legislation such as DORA.
The Internal Auditor carries out its review as
part of our triennial audit plan, as agreed
by the Management Board and this
Committee and communicated to the CSSF.
The nature, timing, and extent of the
internal audit procedures are determined
by assessing risk related to specific
activities, and the complexity and
sophistication of our operations and
systems, including how we control
information processing. The Internal Audit
Summary Report is presented to the Audit
Committee in March each year and then
submitted to the CSSF.
For all three internal control functions – Risk
Management, Compliance and Internal Audit
– the Committee and its members are
presented with necessary information to
monitor their respective effectiveness. For 2024,
the Committee concluded that each of the Risk
Management, Compliance, and Internal Audit
functions have performed effectively and
continue to ensure the Company has suitable
processes and controls in place.
Annual Deep Dive: DORA
In alignment with its Annual Work Plan, the
Committee allocates time to explore specific
topics preselected earlier in the year. In 2024,
considerable attention was given to the
requirements of the DORA legislation. As such,
it was considered prudent for the Committee
and Supervisory Board members to be
presented to on the topic at regular intervals,
which was done by the Head of Compliance
and Risk and Operations Manager. Additionally,
the Management Board and the Supervisory
Board were provided with training by external
experts on the topic, to ensure there was a
clarity in understanding the impact of DORA
and suitable implementation plan development.
The combination of these presentations and
training sessions satisfied the Committee that
the Management Board and wider team at BBGI
have undertaken a thorough gap analysis and
implemented a comprehensive remediation
plan. The extensive work provides confidence in
BBGI’s ability to manage the evolving
requirements of DORA, along with any other
potential incoming regulatory and legislative
changes.
Sustainability
During the year, the Director ESG/Sustainability,
who chairs BBGI’s ESG Committee, presented to
the members of the Committee and Supervisory
Board the status of the Company’s various ESG
workstreams and related topics, including;
– the complexities of managing multiple ESG
ratings and standards to ensure the diverse
requirements of the Company’s investor
base was met;
– growing regulatory oversight in the EU and
UK of greenwashing; and
– the ongoing compliance and disclosure
requirements to address SFDR, for which
BBGI is in scope, as well as UK SDR
regulations, for which the Company is not
in scope but are nonetheless recognised as
important given our predominantly UK
investor base.
The Committee is satisfied that BBGI continues
to give careful consideration to its impact on
the environment and the communities that we
serve, further evidenced by our high scoring
across multiple ratings agencies. The Company
makes significant disclosures on its
Key activities during the year
During the reporting period, the Committee
considered the following at its meetings,
among others:
Annual and semi-Annual Valuation Reports
Review of investment portfolio valuations,
focusing on assumptions, sensitivity
scenarios, and market movements, with input
from external auditors and third-party
specialists.
Impact of DORA (Digital Operational
Resilience Act)
Review of DORA’s impact on BBGI’s business,
critical processes, and control frameworks,
including presentations and external training.
Review of Internal Controls and Risk
Profile
Annual review of internal controls, adoption
of more detailed reporting mechanisms, and
analysis of key risk indicators.
Artificial Intelligence Risks
Assessment of AI-related risks, including
cybersecurity and IT system failures, and
associated controls in place.
External Auditor’s Independence and
Reappointment
Review of the reappointment of
PricewaterhouseCoopers as External Auditor,
with a focus on independence and non-audit
services.
Review of the Effectiveness of the Internal
Auditor
Review of the Internal Auditor’s Annual
Regulatory Report, including favourable
assessments of asset management processes
and the 2023–2025 triennial audit plan.
Training and Compliance Oversight
Oversight of compliance training for staff and
board members, with periodic updates on
regulatory matters and internal control
frameworks.
ESG/Sustainability Workstreams
Presentation from the Director of ESG/
Sustainability on the status of BBGI’s ESG
workstreams and related topics.
Audit Committee Report continued
Annual Report 2024 61
Corporate governanceStrategic report of the Management Board
Financial statements
Graphics
Sustainability credentials and activities in its
annual Sustainability Report, and I would draw
attention to the clear and comprehensive
reporting contained therein.
Going concern and viability statements
Having regard to our assets and liabilities, the
Committee considered the Viability and
Management Board Responsibilities Statements,
and the processes and assumptions underlying
the statements, considering:
– BBGI’s investment policy and investment
pipeline;
– the long-term and contractual nature of
BBGI’s investments;
– investment reviews;
– BBGI’s risk profile and key risk indicators
(including principal risks and uncertainties)
and mitigating actions put in place;
– relevant financial and economic
information and long-term assumptions;
– scenario testing;
– annual and semi-annual valuations of the
investments; and
– whether the Management Board has
diligently carried out its responsibilities in:
– selecting suitable accounting policies and
applying them consistently;
– making judgements and estimates that
are reasonable and prudent;
– stating whether applicable accounting
standards have been followed, subject to
any material departures disclosed and
explained in the financial statements;
– preparing the financial statements on a
going concern basis, unless it would be
inappropriate to presume that the Group
will continue in business;
– maintaining proper accounting records
that disclose with reasonable accuracy
the Group’s financial position, and enable
it to ensure that the financial statements
comply with all relevant regulations; and
– safeguarding the Group’s assets and
taking reasonable steps for the
prevention and detection of fraud and
other irregularities.
Having considered all of the above, and the
discussions held with the Management Board,
the Committee is satisfied the Viability
Statement and the Management Board
Responsibilities Statement are prepared on an
appropriate and reasonable basis.
Regulatory environment
The Committee was regularly updated on
regulatory changes during the course of 2024,
including shifts in scope, regulatory
interpretations, and potential future
developments. These updates were supported
by the Regulatory Watch maintained by the
Compliance function and included in the
routine compliance reports presented to the
Committee by the Head of Compliance and Risk
and the Designated Management Board
Member for Compliance. During the year we
received additional assurance from the Head of
Compliance, who presented to the Committee
on the sources relied upon, reviews undertaken
and mitigation measures in place to ensure the
Regulatory Watch was as comprehensive,
broadly-scoped and up-to-date as possible.
Focus for 2025
In 2025, we will maintain our oversight of both
the External Auditor and the Internal Auditor
and continue to evaluate their effectiveness.
Our focus will remain on monitoring the
integrity of the Company’s financial reporting
and disclosures, assessing the performance of
the internal audit function, and addressing
material regulatory changes as they arise.
As part of our Annual Work Plan we will
continue to have dedicated sessions to deeper
analysis of specific topics in 2025.
The Committee will also continue its broader
efforts to monitor the effectiveness of internal
controls, financial reporting, and disclosures,
while assessing the impact of political, tax, and
regulatory developments in key regions,
including the recent developments in audit and
corporate governance in the UK.
Together with all Committee members, I am
available at the AGM to respond to any
shareholder questions regarding the
Committee’s activities.
Approval
This Report was approved by the Board on 27
March 2025 and signed on its behalf by:
Jutta af Rosenborg
Audit Committee Chair
Audit Committee Report continued
62 BBGI Global Infrastructure S.A.
Graphics
Remuneration Committee Report
I am pleased to present the Remuneration
Committee (the ‘Committee’) Report for the
financial year ended 31 December 2024 on
behalf of the Supervisory Board.
Full details of the Committee’s role and key
responsibilities are contained in the Corporate
Governance at a Glance section on page 57.
Performance in 2024
2024 was a year of resilient operational
performance, underpinned by the quality of
BBGI’s asset base, active asset management, and
disciplined capital allocation. Financial
performance was muted with the Company
delivering a NAV total return of 2.1% on a per
share basis with returns principally impacted by
adverse foreign exchange rate movements and
elevated discount rates across geographies.
The defensive and global nature of the portfolio
again provided stable, predictable and inflation-
linked cash flows. We increased our FY 2024
dividend by 6% to 8.40p, after a similar increase
in FY 2023. Over the medium term, we expect
cash flows to continue to support a healthy
dividend cover and provide headroom to sustain
a progressive dividend policy well into the future.
Despite consistently delivering strong operational
performance, we continue to recognise a
disconnect between private market valuations of
similar high-quality core infrastructure assets, as
evidenced by recent secondary market
transactions, and the valuations currently
ascribed by public markets. Transaction activity in
the secondary market continues to reinforce our
confidence in the attractiveness of these asset
classes. During the year, we continued to closely
monitor the Company’s share price and the
discount compared to published NAV, with the
Management Board remaining focussed on asset
optimisation and portfolio construction, in order
to generate additional value for shareholders
over the long term.
Looking beyond financial performance, BBGI
continues to recognise the importance of positive
sustainability practices at both corporate and
portfolio levels. Our long-standing commitment
to responsible investment and the integration of
sustainability factors as a core pillar of our
investment strategy have allowed us to progress
against our ESG targets.
Key decisions during the year
The Committee’s work during 2024 included the
following key decisions:
– approval of the annual Remuneration
Committee cycle;
– assessing performance against the 2023
Short-Term Investment Plan (‘STIP’) targets
and approving the outcome;
– formalising the assessment of the 2020
Long-Term Incentive Plan (‘LTIP’) outcome;
– finalising termination arrangements for the
former co-CEO and terms for the
appointment of Andreas Parzych, Head of
Business Development, to the Management
Board;
– setting metrics and targets for 2024 STIP
and LTIP awards; and
– reviewing and updating the Company’s
Remuneration Policy (the 'Policy') and the
Remuneration Committee Terms of
Reference.
Detailed decisions of the Committee
Salary increases
The annual salary review is effective from 1 May
each year. During the year, the Committee
carefully considered salary increases for 2024,
taking into account the approach for the
Company’s employees as a whole, changes in
responsibilities following Management Board
changes at the start of the year, and performance
in role. No salary increases were awarded to the
Management Board in 2023.
Following careful consideration, the Committee
awarded salary increases of 10% to both the CEO
and CFOO. For the CEO, this reflects the change
in his role to sole CEO from 31 January 2024. The
increase for Michael Denny reflects the expansion
of his operational responsibilities as CFOO. The
increase is below the average increase awarded
to our employees over the two years since the
last adjustment to Management Board salaries.
Andreas Parzych’s base salary was €250,000 on
appointment to the Management Board on 31
January 2024. No changes were made to his
salary during the year.
Annual bonus (FY 2024) outcome
For the financial year ended 31 December 2024,
the CEO, CFOO and the former co-CEO were
each eligible for a maximum bonus of 150% of
base salary, and the Head of Business
Development was eligible for a maximum bonus
of 75% of base salary. The Committee evaluated
the award of the annual bonus based on a range
of challenging financial and strategic KPIs. While
financial performance was modest in terms of
NAV total return, the Management Board
demonstrated resilient operational performance
and made progress on several key targets. As a
result, the annual bonus outcome was 60% of the
maximum opportunity for 2024, which is lower
than the outcomes in previous years. Further
information is provided on page 65. Under the
Policy, one-third of the earned bonus is deferred
in shares for three years.
LTIP outcome (2021 award)
In December 2021, LTIP awards were granted to
the then co-CEOs and CFO. These equated to an
award value of 200% of salary for the co-CEOs,
and 150% of salary for the CFO. Awards were
based on a stretching NAV total return target
(90% weighting) and Scope 1, 2 and 3 Corporate
GHG emissions reduction (10%) targets.
NAV total return measures a combination of
dividend growth and NAV per share over a
three-year period to 31 December 2024.
Performance conditions overall were satisfied to
an extent of 47% of the maximum for the CEO
and the former Co-CEO and 50% for the CFOO.
This outcome reflects performance over the
three-year performance period, during which the
Company achieved a three-year NAV total return
of 18.0%. Corporate GHG emissions were 59%
against the 2019 baseline, achieving a strong
performance.
Supervisory Board remuneration
The last review of Supervisory Board fees took
place in 2022, and fees were unchanged in 2023.
A review of Chair and Non-Executive Director
fees was carried out with reference to market
data and consideration of expanding time
commitments and responsibilities, in particular
for the Chair and Committee Chair roles. With
effect from 1 January 2024, the Chair fee was
increased to £95,000, and Committee Chair fees
were increased to £12,500. There was no change
to the Non-Executive Director base fee.
Management Board changes
Frank Schramm retired with effect from 31
January 2024. As detailed in last year’s Report, his
notice period ran until the end of 2024. In
accordance with his service contract, he was
entitled to the full FY 2024 annual bonus but was
not granted an LTIP in February 2024. He has
been treated as a good leaver in accordance with
the incentive plan rules based on his stated
intention to retire from full-time executive and/or
advisory roles.
Andreas Parzych was appointed to the
Management Board with effect from 31 January
2024, in the role of Head of Business
Development. As disclosed in last year’s Report,
his base salary on appointment was set at
€250,000 per annum. In line with other
Management Board members, Mr Parzych
receives a pension allowance of 15% of base
salary and is eligible to participate in the existing
short-term and long-term incentive plans, with a
maximum award opportunity of 75% of salary
under both plans.
Looking forward
In light of the recommended cash offer
announcement on 6 February 2025, there is
currently no intention to grant 2025 LTIP awards.
However, should the recommended transaction
not close, the Committee will review the
proposed 2025 awards and performance
conditions and appropriateness of these at the
time of grant. Any 2025 LTIP grant would be
disclosed in an announcement to the market.
Further details regarding post-offer retention
arrangements in relation to the Management
Board are provided in the Offer Document,
available on the Company’s website: www.bb-gi.
com/investors/offer/.
Andrew Sykes
Remuneration Committee Chair
27 March 2025
Committee membership Meeting attendance
Andrew Sykes
5/5
June Aitken
5/5
Jutta af Rosenborg
5/5
Chris Waples
5/5
Sarah Whitney
5/5
Annual statement from Remuneration Committee Chair
Annual Report 2024 63
Corporate governanceStrategic report of the Management Board
Financial statements
Graphics
Key remuneration principles
BBGI's remuneration framework is based on the 
following key principles:
The objectives of the Policy are to:
– attract and retain highly qualified
executives and employees with a history of
proven success;
– align the interests of BBGI’s Management
Board and employees with shareholders’
interests, executing our investment policy
and fulfilling our investment objectives;
– support strategy and promote our
long-term sustainable success;
– establish performance goals that, if met,
are accretive to long-term shareholder
value; and
– link compensation to performance goals
and provide meaningful rewards for
achieving these goals. This incorporates
both financial and non-financial
performance indicators, including key
sustainability goals and health and safety
factors.
In considering Management Board
remuneration during 2024, the Committee
acknowledged the principles of transparency,
clarity, simplicity, risk management,
proportionality, and alignment to culture.
Risk and conduct
The Policy encourages sound and efficient
management of risks and does not encourage
excessive risk-taking. The Remuneration Policy
is consistent with sound and effective risk
management through:
– implementing a sound governance
structure for establishing goals and for
communicating performance goals to
colleagues to ensure transparency;
– including financial and non-financial
objectives in performance and result
assessments; and
– ensuring an appropriate mix of fixed and
variable compensation to discourage
inappropriate risk-taking.
Ex-post risk adjustment mechanisms, in the
form of market standard malus and clawback
arrangements, are in place for the Management
Board, who are all identified as material risk
takers, in accordance with Luxembourg’s AIFM
law of 12 July 2013.
Management Board remuneration framework summary for 2024
Element
Base salary Base salaries
19
:
CEO: C$993,123
20
CFOO: €419,929
20
Head of Business Development: €250,000
Pension and
benefits
Management Board: 15% of salary (cash allowance).
The CEO receives a monthly car allowance.
Annual bonus
(STIP)
CEO and CFOO: performance measures established entitling beneficiaries to
50% of salary at threshold performance, 75% of salary at target and 150% at
maximum.
Head of Business Development: performance measures established entitling
beneficiary to 37.5% of salary at threshold performance, 56.25% of salary at
target and 75% at maximum.
Under the Policy, one-third of the earned bonus is deferred in shares for three
years.
STIP is based on a balance of strategic, financial, operational, compliance and
sustainability metrics, with robust quantitative and qualitative performance
requirements set for threshold, target, and maximum performance.
Long-Term
Incentive Plan
(LTIP)
Normal annual maximum LTIP levels are set out below.
CEO: 50% of salary at threshold performance, 100% of salary at target and 200%
at maximum.
CFOO: 50% of salary at threshold, 75% of salary at target and 150% of salary at
maximum.
Head of Business Development: 18.75% of salary at threshold, 37.5% of salary at
target and: 75% of salary at maximum.
Awards subject to performance measured over three years.
In light of the recommended cash offer announcement on 6 February 2025,
there is currently no intention to grant 2025 LTIP awards (with a performance
period 1 January 2025 to 31 December 2027). However, should the transaction
not complete, the Committee will review the proposed 2025 awards and
performance conditions and appropriateness of these at the time of grant. Any
2025 LTIP grant would be disclosed in an announcement to the market.
Shareholding
requirements
The CEO and CFOO are required to build and maintain a minimum holding of
BBGI shares with a value of 200% of salary
21
. The Head of Business Development is
required to build and maintain a minimum holding of BBGI shares with a value of
100% of salary.
Post-employment shareholding requirements: Management Board members are
required to hold 100% of salary in shares for two years after leaving BBGI.
Single figure table – Management Board
Duncan Ball
(CEO)
Michael Denny
(CFOO)
Andreas Parzych
(Head of Business
Development)
In Sterling 2024 2023 2024 2023 2024
Base salary 550,292 538,189 344,778 332,058 211,674
Benefits 15,506 15,165 - – -
Annual bonus 510,740 563,376 319,997 347,598 95,253
Pension 85,123 80,728 53,333 49,809 31,751
LTIP 340,075 757,242 165,536 377,713 -
Total fixed 650,921 634,082 398,111 381,867 243,425
Total variable 850,815 1,320,618 485,533 725,311 95,253
Total remuneration 1,501,736 1,954,700 883,644 1,107,178 338,678
19 The CEO, Duncan Ball is paid in Canadian Dollars. The CFOO and the Head of Business Development are paid in Euro.
20 Base salaries effective from 1 May 2024.
21 This minimum holding is calculated based on the Director’s salary at 1 May 2023 and is fixed for three years.
Remuneration at a glance
64 BBGI Global Infrastructure S.A.
Graphics
In evaluating the components of variable
remuneration, we consider long-term
performance, and current and future risks
associated with it, and the lifetime of the assets
under management.
During the year, the Committee reviewed the
Policy and its implementation, and concluded
that the relevant remuneration processes and
procedures were implemented in accordance
with the Policy. Furthermore, the Committee
concluded that the Policy remains consistent
with and promotes sound and effective risk
management and does not encourage levels of
risk-taking which are inconsistent with the risk
profile of BBGI.
On the previous page we have set out total
remuneration for the current Management
Board members for the year ended 31
December 2024.
Frank Schramm stepped down from the
Management Board on 31 January 2024.
Details of payments made in line with his
contractual entitlements are provided below in
the section ‘Payments made to former
Directors’ on page 67.
Additional disclosures for
the single figure table
Management Board members receive an annual
base salary, payable monthly in arrears. Both
Michael Denny and Andreas Parzych receive
salaries in Euro (€419,929 and €250,000
respectively). Mr Ball receives his salary in
Canadian Dollars (C$993,123). The table on the
previous page presents figures in Sterling, the
Group's reporting currency. The changes in
these figures, when compared, comprise both
the 10% increase to the CEO and CFOO’s
salaries in the year, as well as movement as a
result of exchange rate fluctuations.
The combined annual base salary received by
the members of the Management Board during
the year ended 31 December 2024 was
£1,106,744 (2023: £1,388,691).
Base salary
Base salary at
31 December
2024
Base salary at
31 December
2023
Duncan Ball £551k £535k
Michael Denny £348k £331k
Andreas Parzych £207k -
Taxable benefits and pension-related
benefits
The CEO received a car allowance for 2024
amounting to £15,506 (2023: £15,165). The
Management Board also each received an
annual cash payment for pension, retirement, or
similar benefits, equating to 15% of their
annualised base salary as at 31 December 2024.
BBGI has fewer than 30 employees within its
consolidated group across six different countries
and individual pension arrangements across the
team vary by location. In Luxembourg, where
most of the Group’s employees are located,
normal pension contributions are made up of 8%
of salary from the employer, 8% of salary from
the state and 8% from the employee.
STIP – annual bonus for year ended 31
December 2024
The table below summarises the STIP
performance metrics and achievements in
respect of the financial year ended 31 December
2024. The maximum STIP opportunity for the
CEO and the CFOO is 150% of base salary. The
maximum STIP for the Head of Business
Development is 75% of base salary.
The Remuneration Committee is responsible for
determining both whether the relevant financial
and non-financial performance objectives have
been satisfied and the level of award under the
STIP for the relevant year. The Management
Board delivered resilient performance against a
number of operational targets during the year.
However, the reduction in NAV per share and the
absence of any acquisitions in the year resulted
in certain targets falling below the threshold
criteria. Consequently, no payment under the
STIP is made if performance is below the
threshold criteria.
Assessment and performance criteria and weighting
Performance
measure
Assessment and performance achievement
Weighting
Outturn
(% of maximum)
Threshold performance
(CEO/CFOO: 33% vesting
Head of Business
Development: 50% vesting)
Target performance
(CEO/CFOO: 50% vesting
Head of Business
Development: 75%
vesting)
Maximum performance
(100% vesting)
Key financial
targets - dividends 
– A dividend of 8.4pps was declared for 2024, representing dividend growth
of 6 per cent.
30% 50%
Key financial
targets - NAV per 
share
– The Company’s NAV per share decreased by 3.5% during the year,
primarily driven by an increase in the average discount rate applied and
adverse foreign exchange rate movements. As a result, the threshold
performance requirement was not met, and no payout will be made under
this element.
The figures in the table on the previous page are derived from the following:
a. Base salary Salary earned over the year, shown in the reporting currency of the Group (Sterling). Mr Ball receives all cash
entitlements in Canadian Dollars. Mr Denny and Mr Parzych receive all cash entitlements in Euro. The Sterling amounts
are converted using the average exchange rate for the respective financial year. For the year ended 31 December 2024,
the relevant average exchange rates were £1 = C$1.7500 and £1 = €1.1811.
b. Benefits The taxable value (gross) of benefits received in the year. These are principally car allowances.
c. Annual bonus
(STIP)
The value of the bonus earned in respect of the financial year. Under the Policy, one-third of the earned bonus is
deferred in shares for three years. Below we describe achievements against the performance measures for the latest
financial year.
d. Pension The pension figure represents the cash value of any pension contributions, including any cash payments in lieu of
pension contributions made in the year.
e. Long-term
incentives
The value of LTIP shares vesting, calculated by the estimated number of shares that vest in respect of the 2021 LTIP award
multiplied by the average share price over the last quarter of the year ended 31 December 2024 (£1.2607).
Remuneration at a glance continued
Annual Report 2024 65
Corporate governanceStrategic report of the Management Board
Financial statements
Graphics
Performance
measure
Assessment and performance achievement
Weighting
Outturn
(% of maximum)
Threshold performance
(CEO/CFOO: 33% vesting
Head of Business
Development: 50% vesting)
Target performance
(CEO/CFOO: 50% vesting
Head of Business
Development: 75%
vesting)
Maximum performance
(100% vesting)
Operational
financial targets
- ongoing charge, 
cash management
and budgetary
controls
– BBGI maintained a low comparative ongoing charge at 0.92%, attributed to
its efficient and cost-effective internal management, with above threshold
performance.
– Effective cash management was consistently maintained, ensuring
appropriate cash balances, and robust dividend coverage in line with
maximum performance.
– Expenses were well controlled, with an outturn below budget in line with
maximum performance.
15% 100%
Portfolio
evolution
Throughout the year, the Management Board assessed various acquisition
opportunities seeking to extend the portfolio life and improve longer term
returns. However, adhering to the Company's disciplined capital allocation
strategy, it was decided not to proceed with these opportunities as they were
not deemed accretive to the overall portfolio key performance metrics.
This performance measure was to be assessed by the Remuneration
Committee in the light of market conditions in 2024. No payout will be made
under this element.
25% 0%
Portfolio
management
The Committee considered management performance against key metrics
including portfolio controls; organisational effectiveness; and project risk
management. The Committee considered that performance continued to be
outstanding in the following key areas:
– High levels of asset availability at 99.9%;
– No material lock-ups or defaults; and
– Further de-risking of the portfolio was achieved, with no remaining
refinancing risk.
20% 100%
ESG The Committee considered the significant progress against the Company’s
ESG objectives during the reporting period, including the following
achievements:
– All investments monitored for ESG performance in accordance with BBGI’s
ESG KPI tracking tool.
– Conducted external assurance of both financed and corporate emissions.
– Maintained high ESG ratings from UN PRI, ISS and Sustainalytics.
– Engaged with Portfolio Companies boards to conduct decarbonisation
studies, supporting our net-zero commitments.
– Voluntary compliance with TCFD disclosure requirements.
10% 100%
Effective
oversight,
regulatory watch,
and risk
management
The Committee considered the effectiveness of the control frameworks in
place to ensure continued regulatory compliance, the strategy for future
regulatory adaptability and the quality of the risk management and
reporting. Achievements include the following:
– Regulatory Compliance: AIFMD compliance maintained.
– No Regulatory Issues: No issues related to FATCA, IFRS, AIFMD, CSSF,
UKLA, etc.
– Forward-Looking Approach: Proactive plan in place to address future
regulatory changes.
– Robust Risk Management: Strong risk management framework with
high-quality reporting
Underpin Achieved
Overall bonus out-turn (% of maximum) 60.0%
Remuneration at a glance continued
For 2024, awards of 90% of base salary were
achieved by the CEO and CFOO. An award of
45% of base salary was achieved by the Head of
Business Development. Under the Policy,
one-third of the earned bonus is deferred in
shares for three years. During the year ended 31
December 2024, the total amount accrued in
respect of the 2024 STIP amounted to £925,990
(2023: £1,453,683). Cash payments under the
STIP are made in Canadian Dollars and Euros.
As reported last year, in line with his service
contract, the former co-CEO was entitled to a full
year bonus equal to 150% of base salary. The
actual out-turn was 60% of maximum, in line
with the CEO, as disclosed above. More
information can be found in the ‘Payments to
former Directors’ section of this report.
2021 LTIP award
In December 2021, LTIP awards were granted to
the then co-CEOs and CFO. These equated to
an award value of 200% of salary for the
co-CEOs, and 150% of salary for the CFO.
Awards were based on a stretching NAV total
return target (90% weighting) and Scope 1, 2
and 3 Corporate GHG emissions reduction (10%
weighting) targets.
NAV total return measures a combination of
dividend growth and NAV per share over a
three-year period to 31 December 2024.
Performance conditions overall under the 2021
awards were satisfied to an extent of 47% of the
maximum for the CEO and the former Co-CEO
and 50% for the CFOO. This outcome reflects
performance over the three-year performance
period, during which the Company achieved a
66 BBGI Global Infrastructure S.A.
Graphics
Single Total Figure Table
– Supervisory Board Base fee
Senior Non-Executive
Director Committee Chair Total
In Sterling 2024 2023 2024 2023 2024 2023 2024 2023
June Aitken 55,000 55,000 - - - - 55,000 55,000
Jutta af Rosenborg 55,000 55,000 - - 12,500 5,000 67,500 60,000
Andrew Sykes 55,000 55,000 5,000 5,000 12,500 5,000 72,500 65,000
Chris Waples 55,000 55,000 - - - - 55,000 55,000
Sarah Whitney 95,000 80,000 - - - - 95,000 80,000
Total 315,000 300,000 5,000 5,000 25,000 10,000 345,000 315,000
There were no appointments to or retirements from the Supervisory Board in the year.
three-year NAV total return of 18%. Corporate
GHG emissions were 59% against the 2019
baseline, thereby resulting in a maximum
performance achievement.
LTIP award (2025 grant)
In light of the recommended cash offer
announcement on 6 February 2025, there is
currently no intention to grant 2025 LTIP
awards. However, should the transaction not
complete, the Committee will review the
proposed 2025 awards and performance
conditions and appropriateness of these at the
time of grant. Any 2025 LTIP award would be
disclosed in an announcement to the market.
Share settlements
During the year ended 31 December 2024, we
settled our 2020 award obligation by delivering
the respective share entitlement to each
Management Board member from treasury
shares. In total, 761,216 shares were transferred
from treasury to satisfy the net entitlement after
taxes.
As at the date of this Report, there are no
amounts set aside, needing to be set aside or
accrued by the Company to provide pension,
retirement, or similar benefits to any
Management Board members.
Total basic and variable remuneration for
the financial year
The total basic remuneration paid to all
employees (including Management Board and
the former co-CEO) during 2024 was £3.7
million (2023: £3.6 million). The total amount
accrued for cash-settled variable remuneration
at 31 December 2024 was £1.5 million. The total
variable remuneration paid in cash in 2024
relating to the 2023 financial year was £1.4
million (2023: £1.9 million).
Restricted share plan
We operate a restricted share plan for most
employees (excluding the Management Board
members) with ordinary BBGI shares awarded,
subject to a three-year vesting period. During
2024, we recorded an expense of £0.4 million
(2023: £0.3 million) for these restricted share
awards. The primary vesting condition is
continued employment at BBGI.
Payments made to former Directors and
payments for loss of office during the year
As announced on 24 November 2023, Frank
Schramm informed the Board of his intention to
retire and stepped down from the Management
Board on 31 January 2024. In accordance with
his service contract, his notice period ran until
the end of 2024 during which time he remained
available to assist the Company if needed.
Payments during the year
During 2024, Frank Schramm received a total of
£594,519 in fixed payments. This comprised
salary and benefits for January and salary and
benefits during gardening leave from February
to December of £518,820, and pension
payments for the period £75,699.
Upcoming payments
In line with his service contract, Frank Schramm
was eligible to participate in the 2024 annual
bonus (STIP), which will be settled in May 2025.
Under the Policy, one-third of the earned bonus
is deferred in shares for three years. The total
value of the settlement will be the Euro
equivalent £454,194.
The Committee agreed to treat Frank Schramm
as a good leaver based on his stated intention
to retire from full-time executive and/or
advisory roles in accordance with the provisions
of the incentive plan rules in respect of his
outstanding incentive awards. His 2021 LTIP
performance conditions were satisfied in line
with other Management Board members, as
described above, with a value of £326,945.
This results in total payments to Frank of
£1,375,659 in respect of 2024.
Future in-flight LTIP awards will also be
pro-rated for time and performance in line with
good leaver provisions.
Additional payment in relation to the one
remaining award, the 2023-2025 LTIP award,
will be made following the performance period
and disclosed in the relevant Directors’
Remuneration Report.
Single total figure table – Supervisory Board
The Supervisory Board members are our
Independent Non-Executive Directors, and they
are paid a fixed quarterly fee in GBP. The
Remuneration Committee considers the
Non-Executive Directors’ fees annually within the
approved maximum aggregate remuneration
cap, as approved by the Company’s shareholders.
No member of the Supervisory Board is entitled
to vote on his or her own individual
remuneration. Supervisory Board members are
not entitled to any other fees, pension payments,
incentive plans, performance-related payments,
or any other form of compensation except for
reasonable out-of-pocket expenses and ex gratia
fees, which would be considered for an
exceptional or substantial increase in the
members’ workload.
Single total figure of remuneration –
Supervisory Board
During the year ended 31 December 2024, the
Supervisory Board received fees totalling
£345,000 (2023: £315,000). The table below
outlines the fees paid in Sterling to each of the
Supervisory Board members.
Remuneration at a glance continued
Annual Report 2024 67
Corporate governanceStrategic report of the Management Board
Financial statements
Graphics
Remuneration at a glance continued
Supervisory Board fees
Details of Supervisory Board fees are below.
Supervisory Board fees
In Sterling 2024 2023
Chair 95,000 80,000
Non-Executive Director 55,000 55,000
Senior Independent Director
1
5,000 5,000
Committee Chair
1
12,500 5,000
1 These additional fees are paid to the Senior Independent Director, Remuneration Committee Chair and the Audit Committee Chair.
The last review of Supervisory Board fees took place in 2022, and fees were unchanged in 2023. A review of Chair and Non-Executive Director fees was
carried out by reference to market data and consideration of expanding time commitments and responsibilities, in particular for the Chair and
Committee Chair roles. With effect from 1 January 2024, the Chair fee was increased to £95,000, and Committee Chair fees were increased to £12,500.
There was no change to the Non-Executive Director base fee.
The fees paid to the Supervisory Board are subject to a shareholder approved maximum aggregate remuneration cap of £400,000.
Share interests and statement of Directors’ shareholdings
Total share interests as at 31 December 2024
The Directors’ interests and those of their connected persons in BBGI’s ordinary shares as at 31 December 2024 are below.
Shares owned by Directors:
Management Board
At
31 December
2024
At
31 December
2023
Duncan Ball 1,447,788 1,071,358
Michael Denny 873,459 650,485
Andreas Parzych 63,008 n/a
Supervisory Board
At
31 December
2024
At
31 December
2023
June Aitken 70,325 56,000
Jutta af Rosenborg 8,000 8,000
Andrew Sykes 60,000 40,000
Chris Waples 28,802 17,321
Sarah Whitney 59,641 59,641
Awards under share plans:
Management Board Award
At
31 December
2023
(i)
Granted in
the year
(ii)
Vested in
the year
Lapsed or
forfeited in
the year
At
31 December
2024
Duncan Ball LTIP 2,633,478 - 574,165 - 2,059,313
Michael Denny LTIP 1,235,411 - 286,394 - 949,017
Andreas Parzych LTIP 120,341 - - - 120,341
(i) Reflects maximum potential number of shares under all the awards granted, including the 2020 award settled in May 2024.
(ii) In light of the recommended cash offer announcement on 6 February 2025, there is currently no intention to grant 2025 LTIP awards. However, should the transaction not complete, the
Committee will review the proposed 2025 awards and performance conditions and appropriateness of these at the time of grant. Any 2025 LTIP award would be disclosed in an announcement
to the market.
Shareholding guidelines:
The Committee has adopted a shareholding guideline for the Management Board, which requires a shareholding equivalent to 200% of salary for the
CEO and CFOO and 100% of salary for the Head of Business Development. The respective Management Board members’ achievement of this guideline
at 31 December 2024 is summarised below:
Management Board
Shares counting towards the guideline at
31 December 2024 Required shareholding to achieve
(i)
Percentage of shareholding requirement
achieved
Duncan Ball
1,447,788 699,903 207%
Michael Denny 873,459 440,930 198%
Andreas Parzych 63,008 163,293 39%
(i) In the case of the CEO and CFOO, two times the base salary with effect from 1 May 2023 is divided by the Company share price on the same date. The minimum holding requirement is fixed for a
period of three years and will be reset in 2026. In the case of the Head of Business Development, annual base salary with effect from 31 January 2024 is divided by the Company share price on
the same date. The minimum holding requirement will be reset in 2026.
(ii) In accordance with the terms of his agreement, Mr Parzych has a period of 36 months from the date of his appointment to the Management Board to build a shareholding in BBGI shares
equivalent in value to 100% of his basic fee entitlement.
68 BBGI Global Infrastructure S.A.
Graphics
Post-employment shareholding requirements: 
Management Board members are required to
hold shares to the value of 100% of salary for a
period of two years after leaving the Company.
Other information
Advisers
Deloitte LLP is engaged to provide independent
advice to the Committee as required. Deloitte is
a member of the Remuneration Consultants
Group and voluntarily operates under the Code
of Conduct in relation to executive remuneration
consulting in the UK. Deloitte LLP’s fees for
providing remuneration advice to the
Committee were £10.8k for 2024. The
Committee regularly assesses if Deloitte’s
appointment remains appropriate or should be
put out to tender, while considering the
Remuneration Consultants’ Group Code of
Conduct.
Consideration by the Directors of matters
relating to Directors’ remuneration
Committee responsibilities and composition
BBGI’s Remuneration Committee comprises five
members: Andrew Sykes, Sarah Whitney, Jutta af
Rosenborg, June Aitken and Chris Waples.
Andrew Sykes was appointed as Remuneration
Committee Chair in April 2022. The Terms of
Reference for the Remuneration Committee are
available here www.bb-gi.com/investors/
policies/remuneration-committee-terms-of-
reference/
The Committee is responsible for establishing
the general principles of the policy for Directors’
and staff remuneration and for setting the
remuneration for the Management Board and
for the Supervisory Board. In doing so, the
Committee is responsible for ensuring that the
remuneration of the Management Board
supports the delivery of BBGI’s strategic and
operational goals without encouraging
undesirable risk-taking behaviour. This is
achieved through the Committee overseeing
and approving all aspects of Management
Board remuneration, including development of
the remuneration policy, and monitoring pay
arrangements for the wider workforce.
There were five scheduled Committee meetings
plus further ad-hoc meetings during the year.
During the year, all members of the Committee
were and remain independent, and represent a
broad range of backgrounds and experience to
provide balance and diversity.
The following parties may attend Committee
meetings by invitation in relation to its
consideration of matters relating to Directors’
remuneration: CEO, CFOO, Head of Business
Development, Company Secretary and Deloitte
LLP. No Management Board member is involved
in deciding their own remuneration outcome
and no attendee is present when their own
remuneration is being discussed.
Remuneration and AIFM law
In 2013, the European Securities and Markets
Authority (‘ESMA’) published its final guidelines
on sound remuneration policies under the
AIFMD. These guidelines indicate that
remuneration disclosures may be made on a
‘proportional’ basis and acknowledge that the
application of proportionality may lead
exceptionally to the ‘disapplication’ of some
requirements, provided this is reconcilable with
the risk profile, risk appetite and strategy of the
AIFM and the AIFs it manages.
According to the guidelines, the different risk
profiles, and characteristics among AIFMs justify
a proportionate implementation of the
remuneration principles and, where a company
chooses to disapply requirements, it must be
able to explain the rationale to a competent
authority. No such requirements were disapplied
by the Company during or for 2024.
Employee remuneration
BBGI provides development opportunities for
employees to build their careers and enhance
their skills. We encourage and embrace
employee diversity, equality and inclusion. We
support and invest in individuals to achieve their
potential across the business.
Our remuneration components combine to
ensure an appropriate and balanced
remuneration package that reflects our business
units, the job grade and professional activity, as
well as market practice.
Statement of implementation of Directors’
Remuneration Policy for the financial year
commencing 1 January 2025
Base salary
Duncan Ball CEO £551k
Michael Denny CFOO £348k
Andreas
Parzych
Head of Business
Development
£207k
Following the increases to the CEO and CFOO’s
salaries during the year, the Committee believe
the remuneration packages offered across the
Management Board to be competitive in the
context of the wider market. Nevertheless, the
Committee will continue to keep the
remuneration packages under review
throughout the year to ensure that our
compensation policies remain relevant and
effectively support our strategic objectives in a
changing market environment. As previously
noted, Duncan Ball receives his salary in
Canadian Dollars C$993,123, Michael Denny
and Andreas Parzych receive salaries in Euros
€419,929 and €250,000 respectively.
Full details of any salary changes made in 2025
will be disclosed in the 2025 Remuneration
Committee Report.
Annual bonus (STIP)
The maximum bonus opportunity for 2025 will
be 150% of salary for the CEO and CFOO and
75% of salary for the Head of Business
Development. Under the Policy, one-third of the
earned bonus is deferred in shares for three
years.
Given the ongoing approach for the Company
and the recommended cash offer, the initial
performance targets set for the 2025 annual
bonus will relate to the successful completion
of the transaction.
If the transaction does not proceed, the
Committee will establish a new set of stretching
financial and strategic targets later in the year,
ensuring alignment with the Company’s
ongoing objectives. The Committee will disclose
an overview of the finalised performance
measures and bonus outcomes in the 2025
Directors’ Remuneration Report.
LTIP
In light of the recommended cash offer
announcement on 6 February 2025, there is
currently no intention to grant 2025 LTIP
awards. However, should the deal not close, the
Committee will review the proposed 2025
awards and performance conditions and
appropriateness of these at the time of grant.
Any 2025 LTIP award would be disclosed in an
announcement to the market.
Approval
This Report was approved by the Board on 27
March 2025 and signed on its behalf by:
Andrew Sykes
Chair of the Remuneration Committee
Remuneration at a glance continued
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Viability Statement
As part of the ongoing risk monitoring process, and in compliance with AIC Code Principle N and Provision 36, the Management Board has conducted
a thorough evaluation of BBGI’s viability and prospects for the next five years.
While the average remaining life of the portfolio of assets is 22.2 years, BBGI believes that five years is an appropriate and acceptable length of time to
consider the risks to BBGI’s continuing existence. This judgement involves a comprehensive review of information at Board meetings, including:
– BBGI’s investment policy and the investment pipeline;
– the long-term and contractual nature of BBGI’s investments;
– investment reviews;
– BBGI’s risk profile and key risk indicators (including the principal risks and uncertainties);
– relevant financial and economic information and long-term economic assumptions;
– scenario testing; and
– annual and semi-annual valuations.
This viability assessment is an integral part of BBGI’s broader annual risk review process, with further information on principal risks and uncertainties,
including detailed descriptions of the areas and factors of the risks, and the processes by which the Management Board monitors, reviews, and assesses
them, outlined in the Risk section of this Annual Report.
BBGI maintains a robust risk and internal controls framework to mitigate the likelihood and impact of poor decision making, risk-taking above agreed
levels and human error.
The Management Board regularly reviews and assesses principal risks faced by the business, including those that could threaten the business model,
strategy, solvency, liquidity and future performance. All identified risks are assessed based on their:
– probability or likelihood of occurrence;
– impact; and
– mitigation measures.
These risks are then scored and ranked in accordance with remaining residual risk and monitored on an ongoing basis by the Management Board.
In addition to the risk management and the mitigation measures in place, a valuation of each individual asset is carried out every six months at BBGI’s
financial half-year and year-ends (30 June and 31 December). Such valuations are based on long-term discounted future cash flows; themselves
predominantly based on long-term contracts and other assumptions. Together, these form a key part of BBGI’s overall viability assessment. Once
complete, an independent third-party valuer reviews each portfolio valuation, which is also subject to audit and review by BBGI’s External Auditor, and
internal oversight by the Company’s Audit Committee.
A key part of the viability assessment is analysing how BBGI’s NAV could be impacted in stressed macroeconomic scenarios. This provides further
insight into how BBGI could perform if affected by variables and events outside the control of the Management Board and risk management
framework. A more detailed description of the valuations, assumptions and stress-testing applied is in the Valuation section of this Annual Report.
Having conducted its assessment, the Management Board has a reasonable expectation that BBGI will be able to continue in operation and meet all its
liabilities as they fall due, up to March 2030. This assessment is subject to the following conditions: the availability of sufficient capital and market
liquidity allowing for the refinancing/repayment of any short-term recourse RCF obligations that may be due; and that BBGI’s investments are not
materially affected by changes to government policy, laws, regulations, or other risks that BBGI does not consider material or probable.
While the Company is currently subject to a takeover approach, the Management Board has assessed the viability of the Company based on the
assumption that operations will continue in the absence of any definitive change to the ownership structure.
BBGI is also subject to a biennial shareholder continuation vote, with the next scheduled to take place this year.
70 BBGI Global Infrastructure S.A.

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Management Board Responsibilities Statement
The Management Board is responsible for ensuring proper preparation of BBGI’s Annual and Interim Reports and financial statements for each financial
reporting period, in accordance with applicable laws and regulations, which require it to:
– give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group as of and at the end of the financial period, in
accordance with International Financial Reporting Standards as adopted by the European Union and the Listing Rules;
– give a true and fair view of the development and performance of the business and the position of the Group; and
– give a true and fair description of the principal risks and uncertainties the Group may encounter and put in place an appropriate control
framework designed to meet the Group’s particular needs and the risks to which it is exposed.
In addition, the Management Board is responsible for ensuring that BBGI complies with applicable company law and other UK or Luxembourg
applicable laws and regulations.
In preparing these financial statements, the Management Board is responsible for:
– selecting suitable accounting policies and applying them consistently;
– making judgements and estimates that are reasonable and prudently;
– stating whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial
statements;
– preparing the financial statements on a going concern basis, unless it is inappropriate to presume that the Group will continue in business;
– maintaining proper accounting records, which disclose with reasonable accuracy the Group’s financial position and enable it to ensure that the
financial statements comply with all relevant regulations; and
– safeguarding the Group’s assets and taking reasonable steps for the prevention and detection of fraud and other irregularities.
Management Board Responsibilities Statement
We confirm that to the best of our knowledge:
– the financial statements have been prepared in accordance with the applicable set of accounting standards and give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Company and Group included in the consolidation.
– the Chair’s Statement and the Report of the Management Board (‘Strategic Report’) include a fair review of the development and performance of
the business, and the position of the Company and Group included in the consolidation, together with a description of the principal risks and
uncertainties that it faces.
Luxembourg, 27 March 2025
Duncan Ball Michael Denny Andreas Parzych
CEO CFOO Executive Director
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Audit Report
To the Shareholders of BBGI Global Infrastructure S.A.
Our opinion
In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of BBGI Global
Infrastructure S.A. (the “Company”) and its subsidiaries (the “Group”) as at 31 December 2024, and of its consolidated financial performance and its
consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the European Union.
What we have audited
The Group’s consolidated financial statements comprise:
• the consolidated statement of financial position as at 31 December 2024;
• the consolidated income statement for the year then ended;
• the consolidated statement of other comprehensive income for the year then ended;
• the consolidated statement of changes in equity for the year then ended;
• the consolidated statement of cash flows for the year then ended; and
• the notes to the consolidated financial statements, including material accounting policy information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with the Law of 23 July 2016 on the audit profession (Law of 23 July 2016) and with International Standards on
Auditing (ISAs) as adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier” (CSSF). Our responsibilities under the Law of 23
July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the “Responsibilities of the “Réviseur d’entreprises agréé” for the
audit of the consolidated financial statements” section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the Group in accordance with the International Code of Ethics for Professional Accountants, including International
Independence Standards, issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF
together with the ethical requirements that are relevant to our audit of the consolidated financial statements. We have fulfilled our other ethical
responsibilities under those ethical requirements.
72 BBGI Global Infrastructure S.A.

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Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements
of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter How our audit addressed the key audit matter
Investments at fair value through profit or loss
Refer to the consolidated financial statements
(Note 3, summary of significant accounting
policies; Note 10, Investments at FVPL).
Investments at fair value through profit or loss,
GBP 979 million, is the most significant balance
on the consolidated statement of financial
position. It consisted of availability-style social
infrastructure investments through public private
partnership and/or public finance initiatives or
similar procurement models (“investments”)
generating long-term predictable cash flows.
The valuation of the investments is determined
using the discounted cash flow methodology. It
relies on significant unobservable inputs and
requires significant judgments from the
Management Board. A small change in these
assumptions could result in a significant impact
on the fair value of the investments. As a
consequence, there is an inherent risk that the fair
value of these investments may not be
appropriate.
Taking this into account, coupled with the
magnitude of the amounts involved, we consider
this area as a key audit matter.
In assessing the valuation of investments at fair value through profit or loss, we performed the
procedures outlined below:
We assessed that the investments valuation policy was in compliance with the applicable
accounting framework.
We understood and evaluated the design and implementation of key controls, including relevant
information technology systems and controls, in place around the valuation of investments at fair
value through profit or loss.
We tested key controls performed in the valuation process of investments in relation to the
financial data included in the valuation models, the “look back” comparison of the forecast vs
actual cash flows for the previous financial year, as well as other investment model review controls.
The key controls on which we placed reliance for the purposes of our audit were appropriately
designed and implemented and were operating effectively.
In addition, we obtained substantive audit evidence over the valuation of investments at fair value
through profit or loss as follows:
- We inquired into the qualification of the Management Board and its internal valuation team
and concluded that they have sufficient experience and expertise.
- We obtained the overall fair value reconciliation of opening to closing fair value and
corroborated significant fair value movements during the year, thereby assessing the
reasonableness and completeness of the movement in fair value for the year.
- With the support of our own valuation experts, we assessed that the Group’s valuation
methodology was in compliance with the International Private Equity and Venture Capital
Valuation Guidelines and market practice based on our knowledge of the investments held
by the Group and experience of the industry in which the Group operates.
- For a sample of assets selected via risk and value-based targeted sampling, we assessed that
the key macroeconomic assumptions such as inflation, deposit rates, corporate tax rates,
base discount rate setting were appropriate and/or within acceptable ranges based on
market research. We also checked that the selected asset specific discount rates were within
acceptable ranges.
- We obtained and read the valuation report prepared by Management’s external valuation
expert which confirmed that the portfolio value prepared by the Management Board was
appropriate.
- Finally, for the entire portfolio, we obtained external confirmation over the existence and
percentage of ownership of the investments held by the Group.
Audit Report continued
To the Shareholders of BBGI Global Infrastructure S.A.
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Other information
The Management Board is responsible for the other information. The other information comprises the information stated in the annual report but does
not include the consolidated financial statements and our audit report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion
thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing
so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit,
or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of the Management Board and those charged with governance for the consolidated financial statements
The Management Board is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS
Accounting Standards as adopted by the European Union, and for such internal control as the Management Board determines is necessary to enable
the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Management Board is responsible for assessing the Group’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management Board
either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting process.
Responsibilities of the “Réviseur d’entreprises agréé” for the audit of the consolidated financial statements
The objectives of our audit are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an audit report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial
statements.
As part of an audit in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
• identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
• obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control;
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the
Management Board;
• conclude on the appropriateness of the Management Board’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue
as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our audit report to the related
disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our audit report. However, future events or conditions may cause the Group to cease to continue
as a going concern;
• evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the
consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
• plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities and business
units within the Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction,
supervision and review of the audit work performed for our purposes of the group audit. We remain solely responsible for our audit opinion.
Audit Report continued
To the Shareholders of BBGI Global Infrastructure S.A.
74 BBGI Global Infrastructure S.A.

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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant
audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence,
and communicate to them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable,
actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the
consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our audit report unless
law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of
such communication.
Report on other legal and regulatory requirements
The annual report is consistent with the consolidated financial statements and has been prepared in accordance with applicable legal requirements.
PricewaterhouseCoopers, Société coopérative Luxembourg, 27 March 2025
Represented by
Emanuela Sardi
Audit Report continued
To the Shareholders of BBGI Global Infrastructure S.A.
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Consolidated Income Statement
For the year ended 31 December 2024
In thousands of Sterling Notes 2024 2023
Income from investments at fair value through profit or loss 10 29,529 38,865
Other operating income 9 7,539 10,659
Operating income 37,068 49,524
Administrative expenses 6 (13,511) (12,130)
Other operating expenses 7 (693) (686)
Operating expenses (14,204) (12,816)
Results from operating activities 22,864 36,708
Net finance costs 8 (1,671) (2,524)
Net gain on balance sheet hedging 20 6,969 8,874
Profit before tax 28,162 43,058
Tax expense – net 13 (1,962) (2,771)
Profit for the year 26,200 40,287
Earnings per share
Basic earnings per share (pence) 16 3.67 5.64
Diluted earnings per share (pence) 16 3.66 5.62
The accompanying notes form an integral part of the consolidated financial statements.
76 BBGI Global Infrastructure S.A.


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Consolidated Statement of Other Comprehensive Income
For the year ended 31 December 2024
In thousands of Sterling Notes 2024 2023
Profit for the year 26,200 40,287
Items that may be reclassified to profit or loss, net of tax
Exchange difference on translation of foreign operations 15 (4,619) (351)
Items that will not be reclassified to profit or loss, net of tax
Net loss on a previously consolidated subsidiary – (453)
Other comprehensive loss for the year, net of tax (4,619) (804)
Total comprehensive income for the year 21,581 39,483
The accompanying notes form an integral part of the consolidated financial statements.
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Consolidated Statement of Financial Position
As at 31 December 2024
In thousands of Sterling Notes 2024 2023
Assets
Property and equipment 12 1,209 93
Investments at fair value through profit or loss 10,20 979,350 1,047,244
Deferred tax assets 13 – 983
Derivative financial assets
20 6,543 2,663
Other non-current assets 17 1,656 994
Non-current assets 988,758 1,051,977
Trade and other receivables 22 1,103 865
Other current assets 14 1,839 1,329
Derivative financial assets 20 6,575 –
Cash and cash equivalents 11 27,440 9,672
Current assets 36,957 11,866
Total assets
1,025,715 1,063,843
Equity
Share capital 15 852,386 852,386
Additional paid-in capital 23 3,139 3,113
Translation and other capital reserves 15 (24,022) (1,635)
Retained earnings 188,398 202,764
Equity attributable to the owners of the Company 1,019,901 1,056,628
Liabilities
Lease liabilities 12 991 –
Non-current liabilities 991 –
Loans and borrowings 12,17 330 233
Trade and other payables 18 2,863 2,697
Derivative financial liabilities 20 – 2,823
Tax liabilities 13 1,630 1,462
Current liabilities 4,823 7,215
Total liabilities 5,814 7,215
Total equity and liabilities 1,025,715 1,063,843
Net asset value attributable to the owners of the Company 15 1,019,901 1,056,628
Net asset value per ordinary share (pence) 15 142.7 147.8
The accompanying notes form an integral part of the consolidated financial statements.
78 BBGI Global Infrastructure S.A.


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Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
In thousands of Sterling Notes
Share
capital
Additional
paid-in
capital
Translation
and other
capital
reserve
Retained
earnings
Total
equity
Balance as at 1 January 2024 852,386 3,113 (1,635) 202,764 1,056,628
Total comprehensive income for the year ended
31 December 2024
Profit for the year – – – 26,200 26,200
Exchange difference on translation of foreign operation 15 – – (22,417) 17,798 (4,619)
Total comprehensive income for year – – (22,417) 43,998 21,581
Transactions with the owners of the Company,
recognised directly in equity
Cash dividends 15 – – – (58,364) (58,364)
Purchase of treasury shares 15 – – (1,564) – (1,564)
Equity settlement of share-based compensation 15,23 – (2,887) 1,594 – (1,293)
Share-based payment 23 – 2,913 – – 2,913
Balance as at 31 December 2024 852,386 3,139 (24,022) 188,398 1,019,901
In thousands of Sterling Notes
Share
capital
Additional
paid-in
capital
Translation
and other
capital
reserve
Retained
earnings
Total
equity
Balance as at 1 January 2023 850,007 2,502 14,371 202,298 1,069,178
Total comprehensive income for the year ended
31 December 2023
Profit for the year
–
– – 40,287 40,287
Other movements in other comprehensive income – – 3 (456) (453)
Exchange difference on translation of foreign operation 15 – –
(16,009) 15,658 (351)
Total comprehensive income for year – –
(16,006) 55,489
39,483
Transactions with the owners of the Company,
recognised directly in equity
Scrip dividends 15 1,536 – – (1,536) –
Cash dividends 15
– – – (53,487) (53,487)
Equity settlement of share-based compensation 15,23
888 (1,427) – – (539)
Share-based payment 23
– 2,038 – – 2,038
Share issuance costs 15 (45) – – – (45)
Balance as at 31 December 2023 852,386 3,113 (1,635) 202,764 1,056,628
The accompanying notes form an integral part of the consolidated financial statements.
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In thousands of Sterling Notes 2024 2023
Operating activities
Profit for the year 26,200 40,287
Adjustments for:
Depreciation expense 6 188 44
Net finance costs 8 1,671 2,524
Income from investments at fair value through profit or loss 10 (29,529) (38,865)
Gain on derivative financial instruments – net 20 (13,957) (18,107)
Foreign currency exchange gain – net 9 (430) (1,319)
Share-based compensation 23 2,913 2,038
Intercompany restructuring realised at other comprehensive income 15 (4,551) –
Income tax expense – net 13 1,962 2,771
Working capital adjustments:
Trade and other receivables (406) (114)
Other assets (958) (435)
Trade and other payables 135 (780)
Cash used in operating activities (16,762) (11,956)
Interest paid and other borrowing costs (1,466) (2,735)
Interest received 8 554 537
Realised gain/(loss) on derivative financial instruments – net 20 1,380 (913)
Taxes paid (940) (4,285)
Net cash flows used in operating activities (17,234) (19,352)
Investing activities
Distributions received from investments at fair value through profit or loss
10 97,349 94,465
Realised gain/(loss) on derivative financial instruments – net 20 (701) 13,371
Others 45 (14)
Net cash flows from investing activities 96,693 107,822
Financing activities
Dividends paid 15 (58,364) (53,487)
Repayment of loans and borrowings 17 (5,000) (71,404)
Proceeds from the issuance of loans and borrowings 17 5,000 15,000
Purchase of treasury shares (1,564)
—
Debt and equity instrument issue cost (1,460) (45)
Net cash flows used in financing activities (61,388) (109,936)
Net increase/(decrease) in cash and cash equivalents 18,071 (21,466)
Impact of foreign exchange on cash and cash equivalents (303) (19)
Cash and cash equivalents as at 1 January 9,672 31,157
Cash and cash equivalents as at 31 December 11 27,440 9,672
The accompanying notes form an integral part of the consolidated financial statements.
Consolidated Statement of Cash Flows
For the year ended 31 December 2024
80 BBGI Global Infrastructure S.A.


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Notes to the Consolidated Financial Statements
For the year ended 31 December 2024
1. Corporate information
BBGI Global Infrastructure S.A.,("BBGI", or the "Company" or, together with its consolidated subsidiaries, the "Group") is an investment company
incorporated in Luxembourg in the form of a public limited liability company (société anonyme) with variable share capital (société d’investissement à
capital variable, or ‘SICAV’) and regulated by the Commission de Surveillance du Secteur Financier ("CSSF") under Part II of the amended Luxembourg
law of 17 December 2010 on undertakings for collective investments with an indefinite life. The Company qualifies as an alternative investment fund
within the meaning of Article 1 (39) of the amended law of 12 July 2013 on alternative investment fund managers ("2013 Law") implementing Directive
2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives
2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010 and is authorised as an internal alternative investment fund
manager (‘AIFM’) in accordance with Chapter 2 of the 2013 Law. The Company was admitted to the official list of the UK Listing Authority (premium
listing, closed-ended investment company) and to trading on the main market of the London Stock Exchange on 21 December 2011.
As of 1 January 2021, the main market of the London Stock Exchange is not considered as an EU regulated market (as defined by the Markets in
Financial Institutes Directive ('MiFID') II). As a result, Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004, on the
harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market,
and amending Directive 2001/34/EC (the Transparency Directive) as implemented in the Luxembourg law by the Act dated 11 January 2008 on
transparency requirements for issuers (the Transparency Act 2008), among other texts, do not apply to the Company.
The Company’s registered office is 6E route de Trèves, L-2633 Senningerberg, Luxembourg and is registered with the Registre de Commerce et des
Sociétés Luxembourg under the number B163879.

The Company is a closed-ended investment company that invests, through its subsidiaries, predominantly in a globally diversified portfolio of Public
Private Partnership ("PPP")/Private Finance Initiative ("PFI") infrastructure or similar style assets ('Investment portfolio’).
As at 31 December 2024, the
Group has no investment where the asset is under construction (31 December 2023: nil).
As at 31 December 2024, the Group employed 25 staff (31 December 2023: 26 staff).
Reporting period
The Company’s reporting period runs from 1 January to 31 December each year. The Company’s consolidated income statement, consolidated
statement of other comprehensive income, consolidated statement of financial position, consolidated statement of changes in equity and consolidated
statement of cash flows include comparative figures as at 31 December 2023.
The amounts presented as ‘non-current’ in the consolidated statement of financial position are those expected to be recovered or settled after more
than one year. The amounts presented as ‘current’ are those expected to be recovered or settled within one year.
These consolidated financial statements were approved by the Management Board on 27 March 2025.



2. Basis of preparation
Statement of compliance
The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards accounting
standards ("IFRS") as adopted by the European Union (‘EU’).
The Group follows, to the fullest extent possible, the provisions of the Standard of Recommended Practices issued by the Association of Investment
Companies ("AIC SORP"). If a provision of the AIC SORP is in direct conflict with IFRS as adopted by the EU, the standards of the latter shall prevail.

The consolidated financial statements have been prepared using the going concern principle, under the historical cost basis, except for investments at
fair value through profit or loss ("Investments at FVPL") and derivative financial instruments that have been measured at fair value.
Changes in accounting policies and disclosures
New and amended standards applicable to the Group are as follows:
Amendments to IAS 1: Classification of Liabilities as Current or Non-current
The amendments specify the requirements for classifying liabilities as current or non-current and clarify:
– what is meant by a right to defer settlement;
– that a right to defer must exist at the end of the reporting period;
– that classification is unaffected by the likelihood that an entity will exercise its deferral right; and
– that only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification.
These amendments have no significant impact on the consolidated financial statements of the Group.


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2. Basis of preparation (continued)
Functional and presentation currency
These consolidated financial statements are presented in Sterling, the Company’s functional currency. All amounts presented in tables throughout the
report have been rounded to the nearest thousand, unless otherwise stated.

The Company as an Investment Entity
The Management Board has assessed that the Company is an Investment Entity in accordance with the provisions of IFRS 10. The Company meets the
following criteria to qualify as an Investment Entity:
a) Obtains funds from one or more investors for the purpose of providing those investors with investment management services – The Group is
internally managed with management focused solely on managing those funds received from its shareholders in order to maximise investment
income/returns.
b) Commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both – The
investment objectives of the Company are to:
– Provide investors with secure and highly predictable long-term cash flows while actively managing the Investment portfolio with the intention
of maximising return over the long-term.
– Target an annual dividend payment with the aim of increasing this distribution progressively over the longer term.
– Target an internal rate of return ('IRR') which is to be achieved over the longer-term via active management and to enhance the value of existing
investments.
The above-mentioned objectives support the fact that the main business purpose of the Company is to seek to maximise investment income for
the benefit of its shareholders.
c) Measures and evaluates performance of substantially all of its investments on a fair value basis – The investment policy of the Company is to invest in
equity, subordinated debt or similar interests issued in respect of infrastructure assets that have been developed predominantly under the
Investment portfolio procurement models. Each of these assets is valued at fair value. The valuation is carried out on a six-monthly basis as at 30
June and 31 December each year.
Based on the Management Board’s assessment, the Company also meets the typical characteristics of an Investment Entity as follows:
a) it has more than one investment – as at 31 December 2024, the Company has 56 investments;
b) it has more than one investor – the Company is listed on the London Stock Exchange with its shares held by a broad pool of investors;
c) it has investors that are not related parties of the entity – other than those shares held by the Supervisory Board and Management Board
Directors, and certain other employees, all remaining shares in issue (more than 99%) are held by non-related parties of the Company; and
d) it has ownership interests in the form of equity or similar interests – ownership in the Company is through equity interest.



3. Summary of material accounting policies

a) Basis of consolidation
Subsidiaries
Subsidiaries are investees controlled by the Company (directly or indirectly). The Company controls an investee if it is exposed to, or has rights to,
variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.
The Company is an Investment Entity and measures investments in certain subsidiaries at fair value through profit or loss. In determining whether the
Company meets the definition of an Investment Entity, the management considered the Group structure as a whole (see also Note 2).
The Company, which qualifies as an Investment Entity and is required to value certain subsidiaries at fair value, also holds, directly or indirectly,
subsidiaries which provide services that support the Company’s investment activities. These subsidiaries are consolidated on a line-by-line basis (see
Note 21).
The shares in some of these consolidated subsidiaries have been pledged as a security under the Company’s multi-currency Revolving Credit Facility
("RCF") (see note 17 for the RCF terms). As such, the financial covenants of the RCF includes the financial position and net results of the consolidated
subsidiaries. Furthermore, the assets and liabilities of the consolidated subsidiaries used in the preparation of these consolidated financial statements,
closely approximates its fair value due either to: (i) the short-term nature of their assets and liabilities or; (ii) their underlying investments of these
consolidated subsidiaries which are already measured at fair value through profit and loss.
Transactions eliminated on consolidation (consolidated subsidiaries)
Intra-group receivables, liabilities, revenue and expenses are eliminated in their entirety when preparing the consolidated financial statements. Gains
that arise from intra-group transactions and that are unrealised from the standpoint of the Group, at the date of the consolidated statement of
financial position, are eliminated in their entirety. Unrealised losses on intra-group transactions are also eliminated in the same way as unrealised gains,
to the extent that the loss does not correspond to an impairment loss.



Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
82 BBGI Global Infrastructure S.A.

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3. Summary of material accounting policies (continued)
b) Foreign currency transactions
Transactions in foreign currencies are translated into Sterling on the exchange rate at the dates of the transactions. Monetary assets and liabilities
denominated in foreign currencies at the reporting date are translated into Sterling at the exchange rate on that date.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated into Sterling at the exchange rate
on the date that the fair value was determined. Foreign currency differences arising on translation are recognised in the consolidated income statement
as a gain or loss on currency translation.
c) Foreign currency translations
The assets and liabilities of foreign operations are translated to Sterling at the exchange rates on the reporting date. The income and expenses of
foreign operations are translated to Sterling at the average exchange rates during the year, if such does not significantly deviate from the exchange
rates at the date on which the transaction is entered into. If significant deviations arise, then the exchange rate at the date of the transaction is used.
Foreign currency differences are recognised in the consolidated statement of other comprehensive income, and presented in ‘translation and other
capital reserves’ in equity, except for exchange differences from intra-Group monetary items which are reflected in the consolidated income statement.
Foreign currency movements during the reporting period relating to investments are included as part of the ‘Income from investments at fair value
through profit or loss’ (income from Investments at FVPL).
When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve
related to that foreign operation is reclassified to consolidated income statement as part of the gain or loss on disposal.
When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future,
foreign currency gains and losses arising from such an item are considered to form part of a net investment in the foreign operation and are
recognised in other comprehensive income, and presented in translation and other capital reserves in equity.


d) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.


Financial assets
Initial recognition and measurement
Financial assets are classified at initial recognition as either: (i) amortised cost; (ii) fair value through other comprehensive income – debt instruments;
(iii) fair value through other comprehensive income – equity instruments; or (iv) fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Group’s business
model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has
applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value
through profit or loss, transaction costs.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business
model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. The Group’s financial assets
classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual
cash flows which represents solely payments of principal and interests.
Financial assets and liabilities are offset, and the net amount is presented in the statement of financial position when, and only when, the Group has a
legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

At the date of the consolidated statement of financial position, except for Investments at FVPL and derivative financial assets, all non-derivative
financial assets of the Group have been classified as financial assets at amortised cost.
Investments at FVPL
The Company is an Investment Entity and therefore values its investment in subsidiaries at fair value through profit or loss, except where a subsidiary
provides investment related services or activities. The fair value of an investment in subsidiary includes the fair value of the equity, loans and interest
receivable and any other amounts which are included in the discounted estimated cash flow (which is used to compute the fair value) from such
subsidiary. The Company subsequently measures its investment in certain subsidiaries at fair value in accordance with IFRS 13, with changes in fair value
recognised in the consolidated income statement in the period of change. The fair value estimation of investments in subsidiaries is described in Note
20.

Financial assets at amortised cost (debt instruments)
The Group classifies its financial assets at amortised cost only if both of the following criteria are met:
– the asset is held within a business model whose objective is to collect the contractual cash flows, and
– the contractual terms give rise to cash flows that are solely payments of principal and interest.



Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
Annual Report 2024 83
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3. Summary of material accounting policies (continued)


d) Financial instruments (continued)
Financial assets at amortised cost (debt instruments) (continued)


Financial assets at amortised cost are subsequently measured using the effective interest rate ("EIR") method and are subject to impairment. Gains and
losses are recognised in the consolidated income statement when the asset is derecognised, modified, or impaired.
The Group recognises an allowance for expected credit losses ("ECLs") for all debt instruments not held at fair value through profit or loss. ECLs are
based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to
receive, discounted at an approximation of the original EIR.
The Group applies a simplified approach in calculating ECLs so it does not track changes in credit risk, but instead recognises a loss allowance based on
lifetime ECLs at each reporting date.

Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised when:
– The rights to receive cash flows from the asset have expired; or
– The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full
without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Group has transferred substantially all the risks and
rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred
control of the asset.


Non-derivative financial liabilities
The Company classifies non-derivative financial liabilities as liabilities at amortised cost. Such financial liabilities are recognised initially at fair value less
any direct attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the EIR method.
The Company derecognises a financial liability (or part of a financial liability) from the consolidated statement of financial position when, and only
when, it is extinguished or when the obligation specified in the contract or agreement is discharged or cancelled or has expired. The difference
between the carrying amount of a financial liability (or part of a financial liability) extinguished or transferred to another party and the consideration
paid, including any non-cash assets transferred or liabilities assumed, is considered in the consolidated income statement.


e) Fair value measurement
The Group accounts for its investments in Portfolio Companies as Investments at FVPL. The valuation is determined using the discounted cash flow
methodology. The cash flows forecasted to be received by the Company or its consolidated subsidiaries, generated by each of the underlying assets,
and adjusted as appropriate to reflect the risk and opportunities, have been discounted using asset-specific discount rates. The valuation methodology
is unchanged from previous reporting periods.
The fair value of other financial assets and liabilities, other than current assets and liabilities, is determined by discounting future cash flows at an
appropriate discount rate and with reference to recent market transactions, where appropriate. Further information on assumptions and estimation
uncertainties is disclosed in Note 20.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs in the valuation methodology, as follows:
– Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.
– Level 2: inputs other than quoted prices included in Level 1, that are observable for the asset or liability, either directly (i.e. as prices) or indirectly
(i.e. derived from prices).
– Level 3: inputs for the asset or liability that are not based on observable market data (‘unobservable inputs’).
If the inputs to measure fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is
categorised in its entirety at the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.
The Group recognises transfers between levels of fair value hierarchy at the end of the reporting period in which the change has occurred.

f) Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is
probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future
cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to a liability. The unwinding of
such discount is recognised as a finance cost.

g) Cash and cash equivalents
Cash and cash equivalents are cash balances and term deposits with maturities of three months or less from the date when the deposits were made and that
are subject to an insignificant risk of change in their fair value. They are used by the Group in the management of its short-term commitments.


Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
84 BBGI Global Infrastructure S.A.

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3. Summary of material accounting policies (continued)
h) Share capital
Ordinary shares are classified as equity. Costs directly attributable to the issue of ordinary shares, or which are associated with the establishment of the
Company, and that would otherwise have been avoided are recognised as a deduction from equity, net of any tax effects.

i) Segment reporting
Segment results that are reported to the Management Board include items directly attributable to segments as well as those that can be allocated on a
reasonable basis.


j) Employee benefits and share-based payment arrangements
Short-term and other long-term employee benefits are expensed as the related services are provided. A liability is recognised for the amount expected
to be paid, and discounted at present value if necessary, if the Group has present legal or constructive obligation to pay this amount as a result of a
past service provided by the employee and the obligation can be estimated reliably.
For share-based payment arrangements, the grant-date fair value of the equity settled share-based payment arrangement is recognised as an expense,
with a corresponding increase in additional paid in capital over the vesting period of the awards. The amount recognised as an expense is adjusted to
reflect related service and non-market performance conditions.




k) Finance income and finance costs
Interest income and expenses are recognised in the consolidated income statement using the EIR method.
The EIR is the rate that exactly discounts the estimated future cash payments and receipts through the expected life of the financial instrument (or,
where appropriate, a shorter period) to the carrying amount of the financial instrument. When calculating the EIR rate, the Group estimates future cash
flows considering all contractual terms of the financial instrument, but not future credit losses.
Interest received or receivable and interest paid or payable are recognised in the consolidated income statement as finance income and finance costs,
respectively.



l) Leases
The Group assesses at contract inception whether a contract is, or contains, a lease, i.e. if the contract conveys the right to control the use of an
identified asset for a period of time in exchange for consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The
Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.
Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use
assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost
of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the
commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term
and the estimated useful lives of the assets.


m) Tax
i) Subscription tax
According to the Luxembourg regulations regarding SICAV companies, the Company itself, as an undertaking for collective investment, is exempt from
paying income and/or capital gains taxes in Luxembourg. It is, however, liable to annual subscription tax of 0.05% on its consolidated net asset value
("NAV"), payable quarterly and assessed on the last day of each quarter. Subscription tax is recognised as a tax expense in the consolidated income
statement for the period in which it is incurred.

ii) Income tax
Income tax on the consolidated subsidiaries’ profits for the year comprises current and deferred tax. Current and deferred tax is recognised in the
consolidated income statement except to the extent that it relates to a business combination, or items recognised directly in equity or in the
consolidated statement of other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the
reporting date, and any adjustment to tax payable in respect of previous periods.

Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
Annual Report 2024 85
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3. Summary of material accounting policies (continued)
m) Tax (continued)
ii) Income tax (continued)
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for taxation purposes. Deferred tax is not recognised for:
– temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither
accounting nor taxable profit or loss;
– temporary differences related to investments in subsidiaries to the extent that the Company is able to control the timing of the reversal of the
temporary difference and it is probable that they will not reverse in the foreseeable future; and
– taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to taxes levied
by the same tax authority on the same taxable entity, or on different taxable entities, but they intend to settle current tax liabilities and assets on a net
basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences to the extent that it is probable that future
taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed each reporting date and are reduced to the extent
that it is no longer probable that the related tax benefit will be realised.

n) Current versus non-current classification
The Group presents assets and liabilities in the statement of financial position based on current/non-current classification. An asset is current when it is:
– expected to be realised or intended to be sold or consumed in the normal operating cycle;
– held primarily for the purpose of trading;
– expected to be realised within 12 months after the reporting period; or
– cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
– all other assets are classified as non-current.
A liability is current when:
– it is expected to be settled in the normal operating cycle;
– it is held primarily for the purpose of trading;
– it is due to be settled within 12 months after the reporting period; or
– there is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period.
The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its
classification.
The Group classifies all other liabilities as non-current.
o) Treasury shares
Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss is recognised in the
consolidated income statement on the purchase, sale, issue or cancellation of the Company’s own equity instruments.



4. Material accounting judgements, estimates and assumptions
The preparation of consolidated financial statements in conformity with IFRS requires the Management Board to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may
differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the
estimates are revised and in any future periods affected.
In the process of applying the Group’s accounting policies, the Management Board has made the following judgements that would have the most
significant effect on the amounts recognised in the consolidated financial statements.


Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
86 BBGI Global Infrastructure S.A.

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4. Material accounting judgements, estimates and assumptions (continued)

4.1 Assessment as an investment entity
Refer to Note 2 for the discussion on this topic.
4.2 Fair value determination
Refer to Note 3 e) for the discussion on this topic.
4.3 Share-based payments
Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the
terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the
expected life of the share option or appreciation right, volatility and dividend yield and making assumptions about them.
The fair value of equity-settled transactions under the Long-Term Incentive Plan ("LTIP") is measured based on prevailing stock market prices at the
grant date, as the LTIP does not include market condition criteria. Non-market based performance conditions are not taken into account in the
valuation of the unit fair value per share of the LTIP. Instead, the number of shares is adjusted at each reporting date to take into account the actual
level of non market-based performance condition.
For the measurement of the fair value of equity-settled transactions for the Deferred Short-Term Incentive Plan (‘Deferred STIP’), the Group recognises
a portion of the annual estimated bonus of the Management Board.
The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 23.
4.4 Going concern basis of accounting
The Group’s portfolio is currently 100% operational and relies on availability-style revenues. At the time of producing these consolidated financial
statements, there was no evidence of material disruption to the operations of the Group and financial performance is not expected to be materially
affected.
The Management Board has satisfied itself that the Group has adequate resources to continue in operational existence for at least 12 months from the
date of approval of the consolidated financial statements. After due consideration, the Management Board believes it is appropriate to adopt the going
concern basis of accounting in preparing the consolidated financial statements.



5. Segment reporting
IFRS 8 – Operating Segments adopts a ‘through the eyes of the management’ approach to an entity’s reporting of information relating to its operating
segments, and also requires an entity to report financial and descriptive information about its reportable segments.
Based on a review of information provided to the Management Board (determined to be the chief operating decision makers or CODM), the Group has
identified five reportable segments based on the geographical concentration risk. The main factor used to identify the Group’s reportable segments is
the geographical location of the asset. The Management Board has concluded that the Group’s reportable segments are:
(1) UK; (2) North America; (3) Australia; (4) Continental Europe; and (5) Holding Activities. These reportable segments are the basis on which the Group
reports information to the Management Board.
Segment information is presented below:
For the year ended 31 December 2024 North Continental Holding Total
In thousands of Sterling UK America Australia Europe Activities Group
Income/(loss) from Investments at FVPL (Note 10) 24,333 6,651 (918) (537) – 29,529
Administrative expenses – – – – (13,511) (13,511)
Other operating income – net – – – – 6,846 6,846
Results from operating activities 24,333 6,651 (918) (537) (6,665) 22,864
Net finance costs – – – – (1,671) (1,671)
Net gain on balance sheet hedging – – – – 6,969 6,969
Tax expense – net – – – – (1,962) (1,962)
Profit/(loss) for the year 24,333 6,651 (918) (537) (3,329) 26,200

Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
Annual Report 2024 87
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5. Segment reporting (continued)
For the year ended 31 December 2023 North Continental Holding Total
In thousands of Sterling UK America Australia Europe Activities Group
Income/loss from Investments at FVPL (Note 10) 18,803 17,030 (4,022) 7,054 – 38,865
Administration expenses – – – – (12,130) (12,130)
Other operating income – net – – – – 9,973 9,973
Results from operating activities 18,803 17,030 (4,022) 7,054 (2,157) 36,708
Net finance costs – – – – (2,524) (2,524)
Net gain on balance sheet hedging – – – – 8,874 8,874
Tax expense – net – – – – (2,771) (2,771)
Profit/(loss) for the year 18,803 17,030 (4,022) 7,054 1,422 40,287
Statement of financial position per segment information as at 31 December 2024 and 31 December 2023 are presented below:
As at 31 December 2024 North Continental Holding Total
In thousands of Sterling UK America Australia Europe Activities Group
Assets
Property and equipment – – – – 1,209 1,209
Investments at FVPL 328,160 441,091 91,777 118,322 – 979,350
Other non-current assets – – – – 8,199 8,199
Current assets – – – – 36,957 36,957
Total assets 328,160 441,091 91,777 118,322 46,365 1,025,715
Liabilities
Non-current – – – – 991 991
Current – – – – 4,823 4,823
Total liabilities – – – – 5,814 5,814
As at 31 December 2023 North Continental Holding Total
In thousands of Sterling UK America Australia Europe Activities Group
Assets
Property and equipment – – – – 93 93
Investments at FVPL 341,635 477,734 97,181 130,694 – 1,047,244
Other non-current assets – – – – 4,640 4,640
Current assets – – – – 11,866 11,866
Total assets 341,635 477,734 97,181 130,694 16,599 1,063,843
Liabilities
Non-current – – – – – –
Current – – – – 7,215 7,215
Total liabilities – – – – 7,215 7,215
The Holding Activities of the Group include the activities which are not specifically related to a particular asset or region, but to those companies which
provide services to the Group. The total current assets classified under Holding Activities mainly represent cash and cash equivalents.
Transactions between reportable segments are conducted at arm’s length and are accounted for in a similar way to the basis of accounting used for
third parties. The accounting methods used for all the segments are similar and comparable with those of the Company.
The Group maintains a well-diversified portfolio with no major single asset exposure.

Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
88 BBGI Global Infrastructure S.A.

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6. Administrative expenses
Year ended Year ended
31 December 31 December
In thousands of Sterling 2024 2023
Personnel expenses
Short-term benefits 5,563 5,639
Share-based compensation expenses (Note 23) 2,913 2,038
Supervisory Board fees 345 315
8,821 7,992
Legal and professional fees 3,298 2,716
Office and other expenses 1,204 1,378
Depreciation expense 188 44

13,511 12,130
Short-term benefits relate to the Management Board and staff, and include basic salaries, the Short-Term Incentive Plan ("STIP"), staff bonuses, social
security contributions and other related expenses.

The Group has engaged certain third parties to provide legal, depositary, custodian, audit, tax, and other services. The expenses incurred in relation to
such services are treated as legal and professional fees. Depositary and custodian related charges during the year amounted to £342,000 (31 December
2023: £395,000).

During the year, the Company and its consolidated subsidiaries obtained the following services from the external auditors.
Year ended Year ended
31 December 31 December
In thousands of Sterling 2024 2023
Group auditor remuneration:
Statutory audit fees 255 290
Interim review and other permitted assurance services 135 104
Non-assurance fees – –
390 394
Audit and audit-related fees from non-Group auditor 42 43
432 437


7. Other operating expenses
Year ended Year ended
31 December 31 December
In thousands of Sterling 2024 2023
Subscription tax (Note 13) 528 532
Others 165 154
693 686
The 2023 subscription tax has been reclassified from 'Taxes' to 'Other operating expenses' for consistency with the current year's presentation. This
reclassification did not impact the reported profit for the prior year.









8. Net finance costs
Year ended Year ended
31 December 31 December
In thousands of Sterling 2024 2023

Finance costs on loans and borrowings (Note 17) 2,225 3,061



Interest income on bank deposits (554) (537)


1,671 2,524


Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
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9. Other operating income
Year ended Year ended
31 December 31 December
In thousands of Sterling 2024 2023
Gain on derivative financial instruments – net (Note 20) 6,988 9,233
Foreign currency exchange gain – net 430 1,319
Others 121 107
7,539 10,659



10. Investments at FVPL
Year ended Year ended
31 December 31 December
In thousands of Sterling 2024 2023
Balance as at 1 January 1,047,244 1,102,844
Income from Investments at FVPL 29,529 38,865
Distributions received from Investments at FVPL (97,349) (94,465)
Others (74) –—
Balance as at 31 December 979,350 1,047,244
Income from Investments at FVPL reflects the net unrealised gain on valuation of investments and includes portfolio return, change in market discount
rate, change in macroeconomic assumptions and net foreign exchange movements. Refer to Note 20 of the consolidated financial statements for
further information on Investments at FVPL.
Distributions from Investments at FVPL are received after either: (a) financial models have been tested for compliance with certain ratios; or (b) financial
models have been submitted to the external lenders of the Portfolio Companies; or (c) approvals of the external lenders on the financial models have
been obtained.
As at 31 December 2024 and 31 December 2023, loan and interest receivable amounts from unconsolidated subsidiaries is embedded within
Investments at FVPL. The valuation of Investments at FVPL considers all future cash flows related to each individual underlying asset including but not
limited to interest income, dividend income, asset-related management fee income and other income.
Details of various asset investments in the Group’s portfolio and their respective acquisition dates are as follows:
Country of Ownership Year
Company(i) Asset incorporation interest% acquired
RW Health Partnership Holdings Pty Limited Royal Women’s Hospital Australia 100 2012
Victorian Correctional Infrastructure Partnership Pty Limited Victorian Correctional Australia 100 2012
Facilities
BBPI Sentinel Holdings Pty Limited, BBGI Sentinel Holdings 2 Pty Limited, Northern Territory Secure Australia 100 2014 and 2015
Sentinel Financing Holdings Pty Limited Facilities
Golden Crossing Holdings Inc. Golden Ears Bridge Canada 100 2012 and 2013
Trans-Park Highway Holding Inc. Kicking Horse Canyon Canada 50 2012
Highway
NorthwestConnect Holdings Inc. Northwest Anthony Henday Canada 50 2012
Drive
BBGI KVH Holdings Inc., BBGI KVH Holdings 2 Inc. Kelowna & Vernon Hospitals Canada 100 2013 and 2020
WCP Holdings Inc. Women’s College Hospital Canada 100 2013
Stoney Trail Group Holdings Inc. North East Stoney Trail Canada 100 2013
BBGI NCP Holdings Inc. North Commuter Parkway Canada 50 2015
BBGI Can LP Inc. (ii) William R. Bennett Bridge Canada 80 2017
South East Stoney Trail Canada 40 2017
Canada Line Canada 26.7 2017
Restigouche Hospital Centre Canada 80 2017
McGill University Health Canada 40 2018
Centre


Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
90 BBGI Global Infrastructure S.A.

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10. Investments at FVPL (continued)
Country of Ownership Year
Company(i) Asset incorporation interest% acquired
John Hart Generating Station Canada 80 2022
BBGI Stanton Holdings Inc. Stanton Territorial Hospital Canada 100 2018 and 2020
BBGI 104 GP Inc. Highway 104 Canada 50 2020
BBGI Champlain Holding Inc. Champlain Bridge Canada 25 2020
Kreishaus Unna Holding GmbH Unna Administrative Centre Germany 90 2012 and 2020
PJB Beteiligungs–GmbH Burg Correctional Facilities Germany 90 2012
Hochtief PPP 1 Holding GmbH & Co. KG Cologne Schools Germany 50 2014
Rodenkirchen Schools Germany
Frankfurt Schools Germany
Fürst Wrede Barracks Germany
BBGI PPP Investment S.à r.l. A7 Motorway Luxembourg 49 2022
Noaber18 Holding B.V. N18 Motorway Netherlands 52 2018, 2019
and 2020
De Groene Schakel Holding B.V. Westland Town Hall Netherlands 100 2018 and 2019
SAAone Holding B.V. A1/A6 Motorway Netherlands 37.1 2018 and 2019
Agder OPS Vegselskap AS E18 Motorway Norway 100 2013 and 2014
Folera TH Holdings Limited Poplar Affordable Housing & Jersey 100 2021
Recreational Centres
Kent Education Partnership (Holdings) Limited Kent Schools UK 50 2012
Healthcare Providers (Gloucester) Limited Gloucester Royal Hospital UK 50 2012
Highway Management M80 Topco Limited M80 Motorway UK 50 2012
Bedford Education Partnership Holdings Limited Bedford Schools UK 100 2012
Lisburn Education Partnership (Holdings) Limited Lisburn College UK 100 2012
Clackmannanshire Schools Education Partnership (Holdings) Limited Clackmannanshire Schools UK 100 2012
Primaria (Barking Dagenham & Havering) Limited Barking Dagenham & UK 60 2012
Havering (LIFT)
East Down Education Partnership (Holdings) Limited East Down Colleges UK 100 2012 and 2018
Scottish Borders Education Partnership (Holdings) Limited Scottish Borders Schools UK 100 2012
Coventry Education Partnership Holdings Limited Coventry Schools UK 100 2012
Fire Support (SSFR) Holdings Limited Stoke & Staffs Rescue UK 85 2012
Service
GB Consortium 1 Limited North London Estates UK 60 (both) 2012, 2014
Partnership (LIFT) and 2018
Liverpool & Sefton Clinics
(LIFT)
Mersey Care Development Company 1 Limited Mersey Care Hospital UK 79.6 2013 and 2014
MG Bridge Investments Limited Mersey Gateway Bridge UK 37.5 2014
Tor Bank School Education Partnership (Holdings) Limited Tor Bank School UK 100 2013
Lagan College Education Partnership (Holdings) Limited Lagan College UK 100 2014
Highway Management (City) Holding Limited M1 Westlink UK 100 2014
Blue Light Partnership (ASP) Holdings Limited Avon & Somerset Police HQ UK 100 2014, 2015
and 2016
Northwin Limited North West Regional College UK 100 2015
Northwin (Intermediate) (Belfast) Limited Belfast Metropolitan College UK 100 2016
Fire and Rescue NW Holdings Limited North West Fire and Rescue UK 100 2021
Woodland View Holdings Co Limited Ayrshire and Arran Hospital UK 100 2021
Aberdeen Roads Holdings Limited Aberdeen Western UK 33.3 2021
Peripheral Route


Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
Annual Report 2024 91
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10. Investments at FVPL (continued)
Country of Ownership Year
Company(i) Asset incorporation interest % acquired
BBGI East End Holdings Inc. Ohio River Bridges US 66.7 2014 and 2019
(i)
and its subsidiary companies.
(ii)
this company was incorporated during 2024.


11. Cash and cash equivalents
31 December 31 December
In thousands of Sterling 2024 2023
Cash at banks 23,361 9,672
Short-term deposits 4,079 –—
27,440 9,672
Cash and cash equivalents include cash at banks and short-term deposits held on demand and are recognised at cost which approximates fair values.
The majority of the Group's cash and cash equivalents are held at interest-bearing accounts, earning interest at the prevailing overnight rates less the
applicable margin. The applicable rates vary depending on the financial institution and jurisdictions.

12. Property and equipment
Property and equipment relates mostly to right-of-use assets amounting to £1,169,000 (31 December 2023: £nil).
Group as a lessee
The Company maintains a lease for its registered office space in Luxembourg, which is recognised as a right-of-use asset. Depreciation on the
right-of-use asset for the year ended 31 December 2024 amounted to £105,000 (31 December 2023: £nil). The Group also has certain leases certain
office space with lease terms of 12 months or less and leases of office equipment with low value. The Group applies the ‘short-term lease’ and ‘lease of
low-value assets’ recognition exemptions for these leases.
Set out below are the carrying amounts of lease liabilities and the movements during the period:
31 December 31 December
In thousands of Sterling 2024 2023
As at 1 January — —
Additions 1,275 ——
Accretion of interest 52 —
Payments (159) —
As at 31 December 1,168 —
Current (included under loans and borrowings) 177 ——
Non-current 991 —


13. Taxes
Year ended Year ended
31 December 31 December
In thousands of Sterling 2024 2023
Current tax:
Income tax and other taxes 978 3,755
Deferred tax:
Relating to origination and reversal of temporary differences 984 (984)
1,962 2,771
The Company, as an undertaking for collective investment, is exempt from corporate income tax in Luxembourg and instead pays an annual
subscription tax of 0.05% on the value of its total net assets. Moreover, the Company as a SICAV is not subject to taxes on capital gains or income. All
other consolidated subsidiaries are subject to taxation at the applicable rate in their respective jurisdictions.

Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
92 BBGI Global Infrastructure S.A.

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13. Taxes (continued)
The 2023 subscription tax has been reclassified from 'Taxes' to 'Other operating expenses' for consistency with the current year's presentation. This
reclassification did not impact the reported profit for the prior year.
Reconciliation of tax expense and the accounting profit multiplied by the Company’s effective corporate tax rate for the year is as follows:
Year ended Year ended
31 December 31 December
In thousands of Sterling 2024 2023
Profit before tax 28,162 43,058
Income tax using the Luxembourg domestic tax rate of 24.94% 7,024 10,739
Adjustments to deferred tax in respect of prior years 983 (1)
Recognition of previously unrecognised tax losses — (983)
Reconciling difference mainly due to fair valuation of assets (6,045) (6,984)
Tax charge for the year 1,962 2,771
A significant portion of the profit before tax results from fair valuation of Investments at FVPL. The net income of the unconsolidated subsidiaries is
taxed in their respective jurisdictions.
As a consequence of the adoption of IFRS 10, the Company is classified as an Investment Entity (see Note 2), meaning the tax expenses of the
unconsolidated subsidiaries are not included within these consolidated financial statements. Therefore, the consolidated tax expense and tax assets/
liabilities, if any, do not include those of the Portfolio Companies. The tax liabilities of the Portfolio Companies are embedded in the fair value
calculation of Investments at FVPL.

Deferred tax relates to the following:
Consolidated statement Consolidated
of financial position income statement
31 December 31 December
In thousands of Sterling 2024 2023 2024 2023
Losses available for offsetting against future taxable income — 983 (983) 984
The Group has additional tax losses carried forward amounting to £22,313,000 (2023: £12,257,000) for which no deferred tax asset was recognised.
Tax liability as at 31 December 2024 amounted to £1,630,000 (31 December 2023: £1,462,000).
In October 2021, the OECD introduced a 15% global minimum tax under the Pillar Two Global Anti-Base Erosion ('GloBE') model rules. Key provisions
are being phased in during 2024 and 2025. Several OECD member countries have enacted tax legislation effective 1 January 2024, and others have
announced plans to implement similar laws. While the Company does not expect Pillar Two to have a material impact on its provision for income taxes
for 2024, the rules are subject to negotiation and change. The Company will monitor developments as more countries enact legislation and new
guidance is released.




14. Other current assets
31 December 31 December
In thousands of Sterling 2024 2023
Prepaid taxes 1,347 833
Prepaid expenses 269 230
Others 223 266
1,839 1,329




Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
Annual Report 2024 93
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15. Capital and reserves
Share capital
Changes in the Company´s share capital are as follows:
31 December 31 December
In thousands of Sterling 2024 2023
Share capital as at 1 January 852,386 850,007
Share capital issued through scrip dividends — 1,536
Equity settlement of share-based compensation (Note 23) — 888
Shares issuance costs — (45)
852,386 852,386
The changes in the number of ordinary shares of no-par value issued by the Company are as follows:
31 December 31 December
In thousands of shares 2024 2023
In issue at beginning of the year 714,877 713,331
Purchase of treasury shares (1,107) ——
Shares issued through scrip dividends — 1,017
Shares issued as share based compensation – net(i) 1,107 529
714,877 714,877
(i) Being the net share entitlement after adjustments to settle taxes.
Gross number of ordinary shares entitlement, before the settlement of taxes, as share-based compensation amounted to the following:
31 December 31 December
In thousands of shares 2024 2023
LTIP 1,457 330
STIP 366 463
1,823 793
All of the ordinary shares issued rank pari passu. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are
entitled to one vote per share at general meetings of the Company.
The Company meets the minimum share capital requirement as imposed under the applicable Luxembourg regulation.

Translation and other capital reserve
Foreign currency differences are recognised in other comprehensive income and presented in the foreign currency translation reserve in equity except
for exchange differences from short-term intragroup monetary items which are reflected in the consolidated income statement. The translation and
other capital reserve amounting to a debit balance of £24,022,000 (31 December 2023: debit balance of £1,635,000) comprises mainly of foreign
currency differences arising from the translation of the financial statements of foreign operations. For the year ended 31 December 2024, an
intercompany restructuring of the Group's long-term shareholder loan and equity investments at the stand-alone level resulted to foreign exchange
loss of £4,551,000, which was recognised in the consolidated statement of other comprehensive income. The remaining balance of other capital
reserve relates to statutory amounts which are required to be allocated to this reserve account and which may not be distributed.

Dividends
The dividends declared and paid by the Company during the year ended 31 December 2024 are as follows:
31 December
In thousands of Sterling except as otherwise stated 2024
2023 2nd interim dividend of 3.965 pence per qualifying ordinary share – for the period
1 July 2023 to 31 December 2023 28,345
2024 1st interim dividend of 4.200 pence per qualifying ordinary share – for the period
1 January 2024 to 30 June 2024 30,019
Total dividends declared and paid during the year 58,364
The 31 December 2023 2
nd
interim dividend was paid in April 2024. Cash dividend was £28,345,000. The scrip alternative was not available with this
dividend payment.


Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
94 BBGI Global Infrastructure S.A.

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15. Capital and reserves (continued)
Dividends (continued)
The 30 June 2024 1
st
interim dividend was paid in October 2024. Cash dividend was £30,019,000. The scrip alternative was not available with this
dividend payment.
The dividends declared and paid by the Company during the year ended 31 December 2023 are as follows:
31 December
In thousands of Sterling except as otherwise stated 2023
2022 2nd interim dividend of 3.740 pence per qualifying ordinary share – for the period
1 July 2022 to 31 December 2022 26,679
2023 1st interim dividend of 3.965 pence per qualifying ordinary share – for the period
1 January 2023 to 30 June 2023 28,345
Total dividends declared and paid during the year 55,024
The 31 December 2022 2
nd
interim dividend was paid in April 2023. The value of the scrip election was £1,536,000, with the remaining amount of
£25,143,000 paid in cash to those investors that did not elect for the scrip.
The 30 June 2023 1
st
interim dividend was paid in October 2023. The scrip alternative was not available with this dividend payment.

Net Asset Value ("NAV")
The consolidated NAV and NAV per share as at 31 December 2024, 31 December 2023 and 31 December 2022 were as follows:
In thousands of Sterling/pence 2024 2023 2022
NAV attributable to the owners of the Company 1,019,901 1,056,628 1,069,178
NAV per ordinary share (pence) 142.7 147.8 149.9


16. Earnings per share
a) Basic earnings per share
The basic earnings per share is calculated by dividing the profit for the year by the weighted average number of ordinary shares outstanding.
Year ended Year ended
31 December 31 December
In thousands of Sterling/in thousands of shares 2024 2023
Profit for the year 26,200 40,287
Weighted average number of ordinary shares in issue 714,811 714,387
Basic earnings per share (in pence) 3.67 5.64
The weighted average number of ordinary shares outstanding for the purpose of calculating the basic earnings per share is computed as follows:
Year ended Year ended
31 December 31 December
In thousands of shares 2024 2023
Shares outstanding as at 1 January 714,877 713,331
Purchase of treasury shares (692) ––—
Effect of scrip dividends issued — 763
Shares issued as share-based compensation 626 293
Weighted average – outstanding shares 714,811 714,387
b) Diluted earnings per share
The diluted earnings per share is calculated by dividing the profit for the year by the weighted average number of ordinary shares outstanding, after
adjusting for the effects of all potential dilutive ordinary shares. There were no items in the consolidated income statement accounts which have a
dilutive effect on the profit for the year.

Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
Annual Report 2024 95
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16. Earnings per share (continued)
b) Diluted earnings per share (continued)
The weighted average number of potential diluted ordinary shares for the purpose of calculating the diluted earnings per share is computed as follows:
Year ended Year ended
31 December 31 December
In thousands of shares 2024 2023
Weighted average number of ordinary shares for basic earnings per share 714,811 714,387
Effect of potential dilution from share-based payment 1,403 2,412
Weighted average – outstanding shares 716,214 716,799
The price of the Company’s shares for the purpose of calculating the potential dilutive effect of award letters (see Note 23) was based on the average
market price for the year ended 2024 and 2023, during which period the awards were outstanding.

17. Loans and borrowings
On 31 October 2024, the Group entered into an Amendment, Restatement and Accession Agreement ('RCF Amendment') relating to the Revolving
Credit Facility agreement originally dated 26 January 2015. The RCF Amendment includes, among other things, the accession of a new arranger and
issuing bank and the extension of the final maturity date until 26 May 2028, with a further extension option until 25 May 2029 and second extension
option until 24 May 2030. The RCF Amendment resulted in a new facility amount of £150 million and adjusted the borrowing margin to 1.70 basis per
annum over the reference bank rate.
Outstanding borrowings under the RCF as at 31 December 2024 amounted to £nil (31 December 2023: £nil). As at 31 December 2024, the Group has
utilised £1.5 million (31 December 2023: £1.4 million) of the £150 million RCF, to cover letters of credit.
The interest and other related fees payables under the RCF as at 31 December 2024 amounted to £153,000 (31 December 2023: £233,000).
The RCF unamortised debt issuance cost amounted to £1,392,000 as at 31 December 2024 (31 December 2023: £771,000). The unamortised debt
issuance cost is presented as part of ‘Other non-current assets’ in the consolidated statement of financial position.
The total finance cost incurred under the RCF for the year ended 31 December 2024 amounted to £2,173,000 (31 December 2023: £3,061,000) which
includes amortisation of debt issuance costs of £839,000 (31 December 2023: £323,000).
Changes in liabilities arising from financing activities
1 January Foreign 31 December
In thousands of Sterling 2024 Proceeds Repayment exchange Others 2024
Loans and borrowings non-current – 5,000 (5,000) – – –
1 January Foreign 31 December
In thousands of Sterling 2023 Proceeds Repayment exchange Others 2023
Loans and borrowings non-current 56,390 15,000 (71,404) (1,080) 1,094 –

Pledges and collaterals
As of 31 December 2024 and 31 December 2023, the Group has provided a pledge over shares issued by consolidated subsidiaries, pledge over
receivables between consolidated subsidiaries and a pledge over the bank accounts of the consolidated subsidiaries.
Based on the provisions of the RCF, where there is a continuing event of default, the lender, among other things, will have the right to:
– cancel all commitments and declare all or part of utilisations to be due and payable, including all related outstanding amounts; and
– exercise or direct the security agent to exercise any or all of its rights, remedies, powers or discretions under the RCF.
The Group operated comfortably within covenant limits of the RCF during the year.

18. Trade and other payables
Trade and other payables are non-interest bearing and are usually settled within six months.

Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
96 BBGI Global Infrastructure S.A.

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19. Financial risk review and management
Risk management framework
The Management Board has overall responsibility for the establishment and control of the Group’s risk management framework.
The Group has exposure to credit risk, liquidity risk and market risk. This note presents information about the Group’s exposure to each of these risks,
the Group’s objectives, policies, and processes for measuring and managing risk and the Group’s management of capital. This note also presents the
result of the review performed by management on these risk areas.
Credit risk
Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the
Group, resulting in:
1) impairment or reduction in the amounts recoverable from receivables and other current and non-current assets; and
2) non-recoverability, in part or in whole, of cash and cash equivalents deposited with banks.
Exposures to credit risks
The Group is exposed to credit risks on the following items in the consolidated statement of financial position:
31 December 31 December
In thousands of Sterling 2024 2023
Derivative financial assets 13,118 2,663
Trade and other receivables 1,103 865
Cash and cash equivalents 27,440 9,672
41,661 13,200
The maximum exposure to credit risk on receivables that are neither overdue nor impaired as of 31 December 2024, amounts to £1,103,000 (31
December 2023: £865,000).
As of 31 December 2024, the Group is also exposed to credit risk on the loan receivable, interest, and other receivable components of Investments at
FVPL (loans provided to Portfolio Companies) totalling to £223,361,000 (31 December 2023: £275,833,000).

Cash and cash equivalents and foreign currency forwards
The cash and cash equivalents and foreign currency forward contracts (recorded either as ‘derivative financial assets’ or ‘derivative financial liabilities’)
are maintained with reputable banks with ratings that are acceptable based on the established internal policy of the Group. Based on the assessment of
the Management Board, there are no significant credit risks related to the cash and cash equivalents and foreign currency forward contracts
maintained. The main counterparty banks of the Group have an S&P/Moody’s credit rating of A+/A1.
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by
delivering cash or another financial assets.
The Group’s policy over liquidity risk is that it will seek to have sufficient liquidity to meet its liabilities and obligations when they fall due.
The Group manages liquidity risk by maintaining adequate cash and cash equivalents and access to borrowing facilities to finance day-to-day
operations and medium to long-term capital needs. The Group also regularly monitors the forecast and actual cash requirements and matches the
maturity profiles of the Group’s financial assets and financial liabilities.
The following are the undiscounted contractual maturities of the financial liabilities of the Group, including estimated interest payments:
Contractual cash flows
31 December 2024 Carrying Within 1-5
In thousands of Sterling amount Total 1 year years > 5 years
Loans and borrowings (Note 17) 330 4,569 1,090 2,903 576
Trade and other payables 2,863 2,863 2,863 — —
3,193 7,432 3,953 2,903 576



Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
Annual Report 2024 97
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Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024





19. Financial risk review and management (continued)
Liquidity risk (continued)
Contractual cash flows
31 December 2023 Carrying Within 1-5
In thousands of Sterling amount Total 1 year years > 5 years
Loans and borrowings (Note 17) 233 3,318 1,377 1,941 —
Trade and other payables 2,697 2,697 2,697 — —
Net derivative liability 2,823 2,823 2,823 — —
5,753 8,838 6,897 1,941 —
The Group needs to maintain certain financial covenants under the RCF. Non-compliance with such covenants may trigger an event of default (see
Note 17). As at 31 December 2024 and 31 December 2023, the Group was not in breach of any of the covenants under the RCF.
Depending on capital market conditions, the Company has the possibility of raising capital through the issuance of shares, or it can also use free cash
flows generated by the Investments at FVPL in order to finance further acquisitions or to repay debt.
All external financial liabilities of the Group have maturities of less than one year except for loans and borrowings, which have a maturity of more than
one year. The Group has sufficient cash and cash equivalents and sufficient funding sources to pay and/or refinance currently maturing obligations.

Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, will affect the Group’s income or
the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within
acceptable parameters, while optimising the returns.
Currency risk
The Group buys derivative financial instruments, and also incurs financial liabilities, in order to manage market risks. All such transactions are carried
out within certain internal guidelines. The Group, via its hedge counterparty, reports all trades under these hedging instruments, for European Market
Infrastructure Regulations purposes, to an EU branch of the derivative repository.
The Group is exposed to currency risk as a result of the cash flows from underlying Investments at FVPL and cash and cash equivalents being
denominated in currencies other than Sterling. The currencies in which these items are primarily denominated are Australian dollars (A$), Canadian
dollars (C$), Euros (€), Norwegian kroner (NOK) and US dollars (US$).
The Group actively seeks to manage geographical concentration and mitigate foreign exchange risk by balance sheet hedging through foreign
exchange forward contracts, hedging of forecast portfolio distributions, and borrowing in non-Sterling currencies. Furthermore, Euro-denominated
running costs provide a natural hedge against the Euro-denominated portfolio distributions.
In respect of other monetary assets and liabilities denominated in currencies other than Sterling, the Group’s policy is to ensure that its net exposure is
kept at an acceptable level. The Company accepts that risk from foreign exchange exposure is an inherent aspect of holding an international portfolio
of investments. However, the Management Board believes that, in addition to the hedging program in place, this risk is further mitigated by having
exposure to a number of different currencies including the Australian dollar, Canadian dollar, US dollar, Euro and Norwegian krone, all of which can
provide diversification benefits. The Management Board spends considerable time reviewing its hedging strategy and believes it remains both
appropriate and cost effective to continue with its four-year rolling hedge policy.
The summary of the quantitative data about the Group’s exposure to foreign currency risk is as follows:
31 December 2024
In thousands of Sterling A$ C$ € NOK US$
Financial assets measured at fair value
Investments at FVPL 91,777 343,322 99,753 18,569 97,769
Financial assets measured at amortised cost
Cash and cash equivalents 78 16,610 2,245 1 65
Trade and other receivables 1,052 — 51 — —
1,130 16,610 2,296 1 65
Financial liabilities measured at amortised cost
Trade and other payables — (837) (824) — (7)
Loans and borrowings — — (1,169) — —
— (837) (1,993) — (7)



98 BBGI Global Infrastructure S.A.

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19. Financial risk review and management (continued)
Currency risk (continued)
31 December 2023
In thousands of Sterling A$ C$ € NOK US$
Financial assets measured at fair value
Investments at FVPL 97,181 373,986 109,323 21,371 103,749
Financial assets measured at amortised cost
Cash and cash equivalents 1,177 4,084 782 2 96
Trade and other receivables 90 761 – – –
1,267 4,845 782 2 96
Financial liabilities measured at amortised cost
Trade and other payables – (581) (844) – –
The significant exchange rates applied during the year ended 31 December 2024 and 31 December 2023 are as follows:
31 December 2024
Average £ Spot rate £
A$ 1 0.516 0.495
C$1 0.571 0.555
€1 0.847 0.829
NOK 1 0.073 0.070
US$ 1 0.783 0.798
31 December 2023
Average £ Spot rate £
A$ 1 0.535 0.535
C$1 0.596 0.593
€1 0.870 0.867
NOK 1 0.076 0.077
US$ 1 0.804 0.785
The sensitivity of the NAV to a 10% positive and adverse movement in foreign exchange rates is disclosed in Note 20 to the consolidated financial
statements. This scenario assumes that all other macroeconomic assumptions remain constant.
Interest rate risk
Except for the loans and other receivables from Portfolio Companies which are included as part of Investments at FVPL, the Group does not account for
other fixed-rate financial assets and liabilities at fair value through profit or loss. For the years ended 31 December 2024 and 31 December 2023, the
main variable interest rate exposure of the Group is on the interest rates applied to the Group’s cash and cash equivalents, including deposit rates used
in valuing the Investments at FVPL and the loans and borrowings of the Group. A change in the deposit rates used in valuing Investments at FVPL
would have an impact on the value of such and a corresponding impact on the Group’s NAV. Refer to Note 20 for a sensitivity analysis of the impact of
a change on deposit rates on the Group’s NAV.
Investment risk
The valuation of Investments at FVPL depends on the ability of the Group to realise cash distributions from Portfolio Companies. The distributions to be
received from the Portfolio Companies are dependent on cash received by a particular Portfolio Company under the service concession agreements.
The service concession agreements are predominantly granted to the Portfolio Companies by a variety of public sector clients including, but not limited
to, central government departments and local, provincial, and state government and corporations set up by the public sector.



Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
Annual Report 2024 99
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Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024






19. Financial risk review and management (continued)
Investment risk (continued)
The Group predominantly makes investments in countries where the Management Board considers that asset structures are reliable and, where (to the
extent applicable) public sector counterparties carry what the Management Board consider to be an appropriate credit risk; or alternatively where
insurance or guarantees are available for the sovereign credit risk; where financial markets are relatively mature; and where a reliable judicial system
exists to facilitate the enforcement of rights and obligations under the contracts.
The Management Board continuously monitors the ability of a particular Portfolio Company to make distributions to the Group. During the year, there
have been no material concerns raised in relation to current and future distributions to be received from any of the Portfolio Companies.


Capital risk management
The Company’s objective when managing capital is to ensure the Group’s ability to continue as a going concern in order to provide returns to
shareholders and benefits for further stakeholders and to maintain an optimal capital structure. The Company, at a Group level, views the share capital
(see Note 15) and the RCF (see Note 17) as capital.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividend paid to shareholders, return capital to
shareholders, avail itself of additional debt financing, pay down debt or issue new shares.
The Group regularly reviews compliance with Luxembourg regulations regarding restrictions on minimum capital. During the year, the Group complied
with all externally imposed capital requirements and made no changes in its approach to capital management.

Derivative financial assets and liabilities for which hedge accounting is not applied
The Group has entered into foreign currency forwards to fix the foreign exchange rates on certain investment distributions that are expected to be
received (‘cash flow hedges’) and on a portion of the non-Sterling and non-Euro denominated portfolio value (‘balance sheet hedges’). The derivative
financial instruments (asset/liability) in the consolidated statement of financial position represent the fair value of foreign currency forwards which were
not designated as hedges. The movements in their fair value are directly charged/credited in the consolidated income statement within other operating
expenses and net gain/(loss) on balance sheet hedging.
Derivative financial assets and liabilities are offset and the net amount is reported in the consolidated statement of financial position as the Group has a
legally enforceable right to offset the recognised amounts, and there is an intention to settle on a net basis. Cash flows from the settlement of cash
flow hedges and balance sheet hedges are presented as part of the net cash flows in operating and investing activities, respectively.




20. Fair value measurements and sensitivity analysis
The fair values of financial assets and liabilities, together with the carrying amounts shown in the consolidated statement of financial position are
presented below. This does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying
amount is a reasonable approximation of fair value (i.e. cash and cash equivalents; trade and other receivables; trade payables, accruals and other
payables, loans, and borrowings).
The table below analyses financial instruments carried at fair value, by valuation method.
Fair value
31 December 2024
In thousands of Sterling Level 1 Level 2 Level 3 Total
Financial assets measured at fair value
Investments at FVPL – – 979,350 979,350
Derivative financial assets – 13,118 – 13,118
Fair value
31 December 2023
In thousands of Sterling Level 1 Level 2 Level 3 Total
Financial assets measured at fair value
Investments at FVPL – – 1,047,244 1,047,244
Derivative financial assets – 2,663 – 2,663
Financial liabilities measured at fair value
Derivative financial liabilities – (2,823) – (2,823)
Refer to the table presented in Note 10 for the reconciliation of the movements in the fair value measurements in level 3 of the fair value hierarchy for
Investments at FVPL. There were no transfers between any levels during the year.


100 BBGI Global Infrastructure S.A.

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20. Fair value measurements and sensitivity analysis (continued)
Investments at FVPL
The Management Board is responsible for carrying out the fair market valuation of the Company’s investments, which it then presents to the
Supervisory Board. The portfolio valuation is carried out on a six-monthly basis as at 30 June and 31 December each year. The portfolio valuation is
reviewed by an independent third-party professional.
The valuation is determined using the discounted cash flow methodology. The cash flow forecasts, generated by each of the underlying assets, are
received by the Company or its subsidiaries, adjusted as appropriate to reflect risks and opportunities, and discounted using asset-specific discount
rates. The portfolio valuation methodology remains unchanged from previous reporting periods.
Key Portfolio Company and Portfolio cash flow assumptions underlying NAV calculations include:
– The discount rates and the assumptions, as set out below, continue to be applicable.
– The updated financial models used for the valuation accurately reflect the terms of all agreements relating to the portfolio companies and
represent a fair and reasonable estimation of future cash flows accruing to the Portfolio Companies.
– Cash flows from and to the Portfolio Companies are received and made at the times anticipated.
– Non-UK investments are valued in local currency and converted to Sterling at either the period-end spot foreign exchange rates or the
contracted foreign exchange rates.
– Where the operating costs of the Portfolio Companies are contractually fixed, such contracts are performed according to terms, and where such
costs are not fixed, they remain within the current forecasts in the valuation models.
– Where lifecycle costs/risks are borne by the Portfolio Companies, they remain in line with the current forecasts in the valuation models.
– Contractual payments to the Portfolio Companies remain on track and contracts with public sector or public sector backed counterparties are
not terminated before their contractual expiry date.
– Any deductions or abatements during the operations period of concession are passed down to subcontractors under contractual arrangements
or are part of the planned (lifecycle) forecasts.
– Changes to the concession period for certain investments are realised.
– In cases where the Portfolio Companies have contracts in the construction phase, they are either completed on time or any delay costs are borne
by the construction contractors (only applicable if there are Portfolio Companies in the construction phase).
– Enacted tax rates and regulatory changes, or expected regulatory changes with a high probability, on or prior to this reporting period-end with a
future effect materially impacting cash flow forecasts, are reflected in the financial models.
In forming the above assessments, BBGI uses its judgement and works with Portfolio Company management teams, as well as using due diligence
information from, or working with, suitably qualified third parties such as technical, legal, tax and insurance advisers.


Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
Annual Report 2024 101
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board

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20. Fair value measurements and sensitivity analysis (continued)
Key Portfolio Company and portfolio cash flow assumptions underlying NAV calculation include: (continued)
Macroeconomic assumptions
31 December 2024 31 December 2023
UK(i) RPI/CPIH 3.50% (actual) for 2024 then 3.00% (RPI) / 2.25% (CPIH) 3.80% for 2024 then 3.00% (RPI) / 2.25% (CPIH)
Canada 2.40% (actual) for 2024 then 2.00% 2.50% for 2024; 2.10% for 2025 then 2.00%
Australia 2.50% for 2024 then 2.50% 3.50% for 2024; 3.00% for 2025 then 2.50%
Inflation Germany(ii) 2.60% (actual) for 2024 then 2.00% 2.70% for 2024; 2.10% for 2025 then 2.00%
Netherlands(ii) 3.30% (actual) for 2024 then 2.00% 2.70% for 2024; 2.10% for 2025 then 2.00%
Norway(ii) 2.20% (actual) for 2024 then 2.25% 4.50% for 2024; 2.50% for 2025 then 2.25%
US 2.90% (actual) for 2024 then 2.50% 2.50%
UK 4.00% to December 2025 then 2.75% 4.50% to December 2024 then 2.50%
Canada 3.00% to December 2025 then 2.50% 4.75% to December 2024 then 2.50%
Deposit rates Australia 4.00% to December 2025 then 3.50% 4.75% to December 2024 then 3.50%
(p.a.) Germany/ Netherlands 2.25% to December 2025 then 2.00% 3.25% to December 2024 then 2.00%
Norway 4.25% to December 2025 then 2.75% 4.75% to December 2024 then 2.75%
US 4.00% to December 2025 then 2.50% 4.50% to December 2024 then 2.50%
UK 25.00% 25.00%
Canada(iii) 23.00%/26.50%/27.00%/29.00% 23.00%/26.50%/27.00%/29.00%
Australia 30.00% 30.00%
Corporate tax Germany(iv) 15.83% 15.83%
rates (p.a.)
Netherlands 25.80% 25.80%
Norway 22.00% 22.00%
US 21.00% 21.00%
(i) On 25 November 2020, the UK Government announced the phasing out of the RPI after 2030 to be replaced with the Consumer Prices Index (“CPI”) including owner occupiers Housing costs
(‘CPIH’). The Company’s UK portfolio indexation factor changes from RPI to CPIH beginning on 1 January 2031.
(ii) CPI indexation only. Where investments are subject to a basket of indices, a projection for non-CPI indices is used.
(iii) Individual tax rates vary among Canadian Provinces and Territories: Alberta; Ontario, Quebec, Northwest Territories; Saskatchewan, British Columbia; New Brunswick, Nova Scotia.
(iv) Including solidarity charge; individual local trade tax rates are considered in addition to the tax rate above.
Based on data from transactional activity, benchmark analysis with comparable companies and sectors, discussions with advisers in the relevant
markets, publicly available information gathered over the year and equity risk premium over government bond yields, the Group has increased the
weighted average discount rate to 7.6% (31 December 2023: 7.3%). This methodology calculates the weighted average based on the value of each
investment in proportion to the total portfolio value i.e. based on the net present value of their respective future cash flows. Furthermore, the Group,
with the advice of external experts, has considered the impact of climate change on the value of the Investments at FVPL and has concluded that no
valuation adjustment was required.


Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
102 BBGI Global Infrastructure S.A.

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20. Fair value measurements and sensitivity analysis (continued)
Discount rate sensitivity
The weighted average discount rate applied to the Company’s portfolio of investments is the single most important judgement and variable.
The following table shows the sensitivity of the NAV to a change in the discount rate:
+1% to 8.6% in 2024 (i) -1% to 6.6% in 2024 (i)
Effects in thousands of Sterling Equity Profit or loss Equity Profit or loss
31 December 2024 (68,662) (68,662) 78,328 78,328
31 December 2023 (76,995) (76,995) 88,329 88,329
(i) Based on the weighted average rate of 7.6% (31 December 2023: 7.3%).
Inflation has increased in all jurisdictions across BBGI’s geographies, and interest rates have risen from historical lows in recent years, although in some
jurisdictions these trends have reversed over the period. Should long-term interest rates change substantially, this may affect discount rates, and as a
result, impact portfolio valuation.
Inflation sensitivity
The Portfolio Companies are contractually entitled to receive contracted revenue streams from public sector clients, which are typically adjusted every
year for inflation (e.g. RPI, CPI or a basket of indices). Facilities management subcontractors for accommodation investments and operating and
maintenance subcontractors for transport investments have similar indexation arrangements.
The table below shows the sensitivity of the NAV to a change in inflation rates compared to the assumptions in the table above:
+1% -1%
Effects in thousands of Sterling Equity Profit or loss Equity Profit or loss
31 December 2024 40,895 40,895 (36,786) (36,786)
31 December 2023 45,370 45,370 (40,852) (40,852)
Deposit rate sensitivity
Portfolio companies typically have cash deposits that are required to be maintained as part of the senior debt funding requirements (e.g. six-month
debt service reserve accounts and maintenance reserve accounts). The asset cash flows are positively correlated with the deposit rates.
The table below shows the sensitivity of the NAV to a percentage-point change in long-term deposit rates compared to the long-term assumptions in
the table above:
+1 % -1%
Effects in thousands of Sterling Equity Profit or loss Equity Profit or loss
31 December 2024 19,811 19,811 (19,757) (19,757)
31 December 2023 21,029 21,029 (21,674) (21,674)
Combined sensitivity: inflation, deposit rates and discount rates
It is reasonable to assume that macroeconomic movements would affect discount rates, deposit rates and inflation rates, and not be isolated to one
variable. To illustrate the effect of this combined movement on the Company’s NAV, two scenarios were created assuming a one percentage point
change in the weighted average discount rate, and a one percentage point change in both deposit and inflation rates above the macroeconomic
assumptions.
Increase by 1% Decrease by 1%
Effects in thousands of Sterling Equity Profit or loss Equity Profit or loss
31 December 2024 (13,061) (13,061) 16,108 16,108
31 December 2023 (16,344) (16,344) 19,915 19,915

Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
Annual Report 2024 103
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board

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20. Fair value measurements and sensitivity analysis (continued)
Foreign exchange sensitivity
As described above, a significant proportion of the Company’s underlying investments are denominated in currencies other than Sterling.
The following table shows the sensitivity of the NAV, to a change in foreign exchange rates:
Increase by 10% (i) Decrease by 10% (i)
Effects in thousands of Sterling Equity Profit or loss Equity Profit or loss
31 December 2024 (29,411) (29,411) 27,905 27,905
31 December 2023 (30,875) (30,875) 31,161 31,161
(i) Sensitivity in comparison to the spot foreign exchange rates as at 31 December 2024 and considering the contractual and natural hedges in place, derived by applying a 10% increase or
decrease to the Sterling/foreign currency rate.
Lifecycle costs sensitivity
Lifecycle costs are the cost of planned interventions or replacing material parts of an asset to maintain it over the concession term. They involve larger
items that are not covered by routine maintenance and, for roads, it includes items such as replacement of asphalt, rehabilitation of surfaces, or
replacement of electromechanical equipment. Lifecycle obligations are generally passed down to the facility maintenance provider, with the exception
of transportation investments, where these obligations are typically retained by the Portfolio Company.
Of the 56 investments in the Company portfolio, 20 investments retain the lifecycle obligations. The remaining 36 investments have this obligation
passed down to the subcontractor.
The table below shows the sensitivity of the NAV to a change in lifecycle costs:
Increase by 10% (i) Decrease by 10% (i)
Effects in thousands of Sterling Equity Profit or loss Equity Profit or loss
31 December 2024 (23,877) (23,877) 20,788 20,788
31 December 2023 (24,865) (24,865) 22,801 22,801
(i) Sensitivity applied to the 20 investments in the portfolio that retain the lifecycle obligation i.e. the obligation is not passed down to the subcontractor.
Corporate tax rate sensitivity
The profits of each Portfolio Company are subject to corporation tax in the country where the Portfolio Company is located.
The table below shows the sensitivity of the NAV to a change in corporate tax rates compared to the assumptions in the table above:
+1% -1%
In thousands of Sterling Equity Profit or loss Equity Profit or loss
31 December 2024 (11,811) (11,811) 11,661 11,661
31 December 2023 (12,189) (12,189) 12,045 12,045

Refinancing: senior debt rate sensitivity
The Company's portfolio is not exposed to refinancing risk.
In December 2024, the Company successfully completed a refinancing of Northern Territory Secure Facilities putting in place full term senior debt and
removing any future refinancing risk from its portfolio.

Derivative financial instruments
The fair value of derivative financial instruments (‘foreign exchange forwards’) is calculated using the difference between the contractual forward rate
and the estimated forward exchange rates at the maturity of the forward contract. The foreign exchange forwards are fair valued periodically by the
counterparty bank. The fair value of derivative financial instruments as of 31 December 2024 amounted to a net asset of £13,118,000 (31 December
2023: £160,000 – net liability). The counterparty bank has an S&P/Moody’s long-term credit rating of A+/A1.

Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
104 BBGI Global Infrastructure S.A.

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20. Fair value measurements and sensitivity analysis (continued)
Derivative financial instruments (continued)
During the year, the Group recognised the following net gains/(losses) on derivatives financial instruments at FVPL:
Year ended Year ended
31 December 2024 31 December 2023
In thousands of Sterling Realised Unrealised Realised Unrealised
Cash flow hedging 1,380 5,608 (913) 10,146
Balance sheet hedging (701) 7,670 13,371 (4,497)
679 13,278 12,458 5,649

21. Subsidiaries
During the year ended 31 December 2024, the Company had the following consolidated subsidiaries (‘Holding Companies’ if referred to individually)
which are included in the consolidated financial statements:
% effective Year acquired/
Company Country of incorporation ownership interest established
BBGI Global Infrastructure S.A. Luxembourg Ultimate Parent 2011
BBGI Management HoldCo S.à r.l. (‘MHC’) Luxembourg 100 2011
BBGI Inv, S.à r. l. Luxembourg 100 2012
BBGI Investments S.C.A. Luxembourg 100 2012
BBGI Holding Limited UK 100 2012
BBGI (NI) Limited UK 100 2013
BBGI (NI) 2 Limited UK 100 2015
BBGI CanHoldco Inc. Canada 100 2013
BBGI Ireland Limited Ireland 100 2017
The Company’s subsidiaries not consolidated by virtue of the Company being an Investment Entity, and which are accounted for as Investments at
FVPL, are as follows:
Date
Country of % effective acquired/
Company Asset name incorporation ownership controlled
RW Health Partnership Holdings Pty Limited Royal Women’s Hospital Australia 100 2012
RWH Health Partnership Pty Limited Royal Women’s Hospital Australia 100 2012
RWH Finance Pty Limited Royal Women’s Hospital Australia 100 2012
Victorian Correctional Infrastructure Partnership Pty Limited Victorian Correctional Facilities Australia 100 2012
BBPI Sentinel Holdings Pty Limited Northern Territory Secure Facilities Australia 100 2014
BBPI Sentinel Holding Trust Northern Territory Secure Facilities Australia 100 2014
BBPI Sentinel Pty Limited Northern Territory Secure Facilities Australia 100 2014
BBPI Member Trust Northern Territory Secure Facilities Australia 100 2014
Sentinel Partnership Pty Limited Northern Territory Secure Facilities Australia 100 2014 and 2015
Sentinel UJV Northern Territory Secure Facilities Australia 100 2014 and 2015
Sentinel Financing Holdings Pty Limited Northern Territory Secure Facilities Australia 100 2014 and 2015
Sentinel Financing Pty Limited Northern Territory Secure Facilities Australia 100 2014 and 2015
Sentinel Finance Holding Trust Northern Territory Secure Facilities Australia 100 2014 and 2015
Sentinel Finance Trust Northern Territory Secure Facilities Australia 100 2014 and 2015
Sentinel Financing Company Pty Limited Northern Territory Secure Facilities Australia 100 2024
BBGI Sentinel Holdings 2 Pty Limited Northern Territory Secure Facilities Australia 100 2015
BBGI Sentinel Holding Trust 2 Northern Territory Secure Facilities Australia 100 2015
BBGI Sentinel 2 Pty Limited Northern Territory Secure Facilities Australia 100 2015
BBGI Sentinel Trust 2 Northern Territory Secure Facilities Australia 100 2015
BBGI Champlain Holding Inc. Champlain Bridge Canada 100 2020

Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
Annual Report 2024 105
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board

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21. Subsidiaries (continued)
Date
Country of % effective acquired/
Company Asset name incorporation ownership controlled
BBGI SSLG Partner Inc. Champlain Bridge Canada 100 2020
Golden Crossing Holdings Inc. Golden Ears Bridge Canada 100 2012 and 2013
Golden Crossing Finance Inc. Golden Ears Bridge Canada 100 2012 and 2013
Golden Crossing Inc. Golden Ears Bridge Canada 100 2012 and 2013
Global Infrastructure Limited Partnership Golden Ears Bridge Canada 100 2012 and 2013
Golden Crossing General Partnership Golden Ears Bridge Canada 100 2012 and 2013
BBGI KVH Holdings Inc. Kelowna & Vernon Hospitals Canada 100 2013
BBGI KVH Inc. Kelowna & Vernon Hospitals Canada 100 2013
BBGI KVH Holdings 2 Inc. Kelowna & Vernon Hospitals Canada 100 2020
BBGI KVH 2 Inc. Kelowna & Vernon Hospitals Canada 100 2020
Infusion Health KVH General Partnership Kelowna & Vernon Hospitals Canada 100 2013 and 2020
BBGI 104 GP Inc. Highway 104 Canada 100 2020
WCP Holdings Inc. Women’s College Hospital Canada 100 2013
WCP Inc. Women’s College Hospital Canada 100 2013
WCP Investments Inc. Women’s College Hospital Canada 100 2013
Women’s College Partnership Women’s College Hospital Canada 100 2013
Stoney Trail Group Holdings Inc. North East Stoney Trail Canada 100 2013
Stoney Trail LP Inc. North East Stoney Trail Canada 100 2013
Stoney Trail Investments Inc. North East Stoney Trail Canada 100 2013
Stoney Trail Inc. North East Stoney Trail Canada 100 2013
Stoney Trail Global Limited Partnership North East Stoney Trail Canada 100 2013
Stoney Trail General Partnership North East Stoney Trail Canada 100 2013
BBGI NCP Holdings Inc. North Commuter Parkway Canada 100 2015
BBGI Stanton Holdings Inc. Stanton Territorial Hospital Canada 100 2018 and 2020
BBGI Stanton Partner 1 Inc. Stanton Territorial Hospital Canada 100 2018 and 2020
BBGI Stanton Partner 2 Inc. Stanton Territorial Hospital Canada 100 2020
Boreal Health Partnership Stanton Territorial Hospital Canada 100 2018 and 2020
PJB Beteiligungs GmbH Burg Correctional Facilities Germany 100 2012
Projektgesellschaft Justizvollzug Burg GmbH & Co. KG Burg Correctional Facilities Germany 90 2012
PJB Management GmbH Burg Correctional Facilities Germany 100 2012
Kreishaus Unna Holding GmbH Unna Administrative Centre Germany 100 2012 and 2020
Projekt und Betriebsgesellschaft Kreishaus Unna mbH Unna Administrative Centre Germany 90 2012 and 2020
BBGI Guernsey Holding Limited(i) Northern Territory Secure Facilities Guernsey 100 2013
Folera TH Holdings Limited Poplar Affordable Housing & Jersey 100 2021
Recreational Centres
Folera Limited Poplar Affordable Housing & Jersey 100 2021
Recreational Centres
BBGI PPP Investment S.à r.l. A7 Motorway Luxembourg 100 2018
De Groene Schakel Holding B.V. Westland Town Hall Netherlands 100 2018 and 2019
De Groene Schakel B.V. Westland Town Hall Netherlands 100 2018 and 2019
Noaber18 Holding B.V. N18 Motorway Netherlands 52 2018, 2019
and 2020
Noaber18 B.V. N18 Motorway Netherlands 52 2018, 2019
and 2020
Agder OPS Vegselskap AS E18 Motorway Norway 100 2013 and 2014
Bedford Education Partnership Holdings Limited Bedford Schools UK 100 2012
Bedford Education Partnership Limited Bedford Schools UK 100 2012

Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
106 BBGI Global Infrastructure S.A.

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21. Subsidiaries (continued)
Date
Country of % effective acquired/
Company Asset name incorporation ownership controlled
Lisburn Education Partnership (Holdings) Limited Lisburn College UK 100 2012
Lisburn Education Partnership Limited Lisburn College UK 100 2012
Clackmannanshire Schools Education Partnership (Holdings) Clackmannanshire Schools UK 100 2012
Limited
Clackmannanshire Schools Education Partnership Limited Clackmannanshire Schools UK 100 2012
Primaria (Barking & Havering) Limited Barking Dagenham & Havering (LIFT) UK 100 2012
Barking Dagenham Havering Community Ventures Limited Barking Dagenham & Havering (LIFT) UK 60 2012
Barking & Havering LIFT (Midco) Limited Barking Dagenham & Havering (LIFT) UK 60 2012
Barking & Havering LIFT Company (No.1) Limited Barking Dagenham & Havering (LIFT) UK 60 2012
Scottish Borders Education Partnership (Holdings) Limited Scottish Borders Schools UK 100 2012
Scottish Borders Education Partnership Limited Scottish Borders Schools UK 100 2012
Coventry Education Partnership Holdings Limited Coventry Schools UK 100 2012
Coventry Education Partnership Limited Coventry Schools UK 100 2012
Fire Support (SSFR) Holdings Limited Stoke & Staffs Rescue Service UK 85 2012
Fire Support (SSFR) Limited Stoke & Staffs Rescue Service UK 85 2012
Highway Management M80 Topco Limited M80 Motorway UK 100 2012
Tor Bank School Education Partnership (Holdings) Limited Tor Bank School UK 100 2013
Tor Bank School Education Partnership Limited Tor Bank School UK 100 2013
Mersey Care Development Company 1 Limited Mersey Care Hospital UK 100 2013 and 2014
MG Bridge Investments Limited Mersey Gateway Bridge UK 100 2014
Lagan College Education Partnership (Holdings) Limited Lagan College UK 100 2014
Lagan College Education Partnership Limited Lagan College UK 100 2014
Highway Management (City) Holding Limited M1 Westlink UK 100 2014
Highway Management (City) Finance Plc M1 Westlink UK 100 2014
Highway Management (City) Limited M1 Westlink UK 100 2014
GB Consortium 1 Limited North London Estates Partnership UK 100 2012, 2014
(LIFT) and 2018
Liverpool & Sefton Clinics (LIFT)
East Down Education Partnership (Holdings) Limited East Down Colleges UK 100 2012 and 2018
East Down Education Partnership Limited East Down Colleges UK 100 2012 and 2018
Blue Light Partnership (ASP) Holdings Limited Avon & Somerset Police HQ UK 100 2014, 2015
and 2016
Blue Light Partnership (ASP) Limited Avon & Somerset Police HQ UK 100 2014, 2015
and 2016
Northwin Limited North West Regional College UK 100 2015
Northwin (Intermediate) (Belfast) Limited Belfast Metropolitan College UK 100 2016
Northwin (Belfast) Limited Belfast Metropolitan College UK 100 2016
Woodland View Holdings Co Limited Ayrshire and Arran Hospital UK 100 2021
Woodland View Intermediate Co Limited Ayrshire and Arran Hospital UK 100 2021
Woodland View Project Co Limited Ayrshire and Arran Hospital UK 99 2021
Fire and Rescue NW Holdings Limited North West Fire and Rescue UK 100 2021
Fire and Rescue NW Intermediate Limited North West Fire and Rescue UK 100 2021
Fire and Rescue NW Limited North West Fire and Rescue UK 100 2021
BBGI East End Holdings Inc. Ohio River Bridges US 100 2014
(i) Accounted as part of Investment at FVPL starting at 1 July 2023

Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
Annual Report 2024 107
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board

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22. Related parties and key contracts
All transactions with related parties were undertaken on an arm’s length basis.
Trade and other receivables
As at 31 December 2024, trade and other receivables include short-term receivables from non-consolidated subsidiaries amounting to £1,103,000 (31
December 2023: £865,000).
Supervisory Board fees
The members of the Supervisory Board of the Company were entitled to total fees of £345,000 for the year ended 31 December 2024 (31 December
2023: £315,000).
Directors' shareholding in the Company
31 December 31 December
In thousands of shares 2024 2023
Management Board
Duncan Ball 1,448 1,071
Michael Denny 873 650
Andreas Parzych(i) 63 n/a
Frank Schramm(ii) n/a 1,001
Supervisory Board
Sarah Whitney 60 60
June Aitken 70 56
Andrew Sykes 60 40
Christopher Waples 29 17
Jutta af Rosenborg 8 8
2,611 2,903
(i) Andreas Parzych received a 2023 LTIP award upon joining the Management Board in January 2024.
(ii) Retired on 31 January 2024. Frank Schramm received a 2021 LTIP Award and a 2022 LTIP Award prior to retiring from the Management Board in January 2024.
Remuneration of the Management Board
Management Board members are entitled to a fixed remuneration under their contract and to participate in an STIP and an LTIP. Compensation under
their contracts is reviewed annually by the Remuneration Committee.
The total short-term and other long-term benefits recorded in the consolidated income statement for the Management Board, as the key management
personnel in place as of the reporting date, are as follows:
Year ended Year ended
31 December 31 December
In thousands of Sterling 2024 2023
Short-term benefits 1,805 2,676
Share-based payments 1,619 1,750
3,424 4,426


23. Share-based compensation
Members of the Management Board received award letters ('2023 Award’, ‘2022 Award’, and ‘2021 Award’, respectively and referred collectively as
‘Awards’) under the Group’s LTIP
.
. These Awards are to be settled by MHC in the Company’s own shares. The Awards vest by reference to a combination
of performance measures including the increase in the Company’s Investment Basis NAV per share (‘NAV condition’) and, key climate-related
environmental metrics, such as a reduction in corporate greenhouse gas ('GHG') emissions (Scopes 1, 2 & 3) (against a 2019 baseline) and progress in
implementing of net zero targets related to BBGI Portfolio Companies (Financed Emissions) by value. This is in accordance with published targets
(related to BBGI’s commitments as a signatory of the Net Zero Asset Managers Initiative) to reduce GHG emissions over the return periods.

Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
108 BBGI Global Infrastructure S.A.

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23. Share-based compensation (continued)
2021 Award
For 2021 awards, 90% of the performance target will be subject to stretching NAV Total Return targets over a three-year period.
10% of the award will be linked to a reduction in corporate GHG emissions (Scope 1, 2 & 3) (against a 2019 baseline), a key climate-related ESG metric
linked to BBGI’s Net Zero Plan.
Performance metric Threshold performance Target performance Maximum performance
NAV total return Dividend of 7.33p per annum to Dividend growth of 2% per annum Dividend growth of 2% per annum
(90% weighting) 2024, and NAV per share maintained to 2024; and 1% per annum NAV per to 2024; and 2% per annum NAV per
from 31 December 2021 to 31 share growth to 31 December 2024. share growth to 31 December 2024.
December 2024.
ESG – percentage of GHG emissions as a percentage of 2019 baseline (as at 31 December 2024)
Corporate GHG emissions
(Scope 1, 2 & 3) 77% 75% 72%
(10% weighting)
2022 and 2023 Award
For the 2022 and 2023 award, 80% of the performance target will be subject to stretching NAV Total Return targets over a three-year period.
20% of the award will be linked to key climate-related ESG metrics, comprising (i) 10% linked to a reduction in corporate GHG emissions (Scopes 1, 2 &
3) (against a 2019 baseline) and (ii) 10% linked to progress in the implementation of net zero targets related to BBGI Portfolio Companies (Financed
Emissions) by value, in accordance with published targets related to BBGI’s commitments as a signatory of the Net Zero Asset Managers Initiative.
2022 LTIP Performance metric Threshold performance Target performance Maximum performance
NAV growth per share + dividends paid
(expressed as a percentage of opening 15% 17% 22%
NAV)
(80% of weighting)
ESG – percentage of GHG emissions as a percentage of 2019 baseline (as at 31 December 2025)
Corporate GHG emissions
(Scope 1, 2 & 3) 73% 70% 67%
(10% weighting)
ESG – the implementation of net zero The percentage of asset by value meeting the criteria for ‘net zero’, ‘aligned’ or ‘aligning’
plans across BBGI assets (by value)
(10% weighting) 23% 26% 30%
2023 LTIP Performance metric Threshold performance Target performance Maximum performance
NAV growth per share + dividends paid
(expressed as a percentage of opening 17% 19% 23%
NAV)
(80% of weighting)
ESG – percentage of GHG emissions as a percentage of 2019 baseline (as at 31 December 2026)
Corporate GHG emissions
(Scope 1, 2 & 3) 68% 65% 61%
(10% weighting)
ESG – the implementation of net zero The percentage of asset by value meeting the criteria for ‘net zero’, ‘aligned’ or ‘aligning’
plans across BBGI assets (by value)
(10% weighting) 31% 35% 40%

Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
Annual Report 2024 109
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board

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Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
23. Share-based compensation (continued)
LTIP Awards assumptions
The fair value of the equity instruments awarded to the Management Board was determined using the following key parameters:
2023 Award 2022 Award 2021 Award
Share price at grant date £1.220 £1.550 £1.760
Maturity 3 years 3 years 3 years
Annual target dividend (2026) £0.0866 – –
Annual target dividend (2025) £0.0849 £0.0857 –
Annual target dividend (2024) £0.0817 £0.0840 £0.0771
Annual target dividend (2023) – £0.0793 £0.0755
Annual target dividend (2022) – – £0.0741
The Group also has issued restricted share awards to selected employees. The restricted share award entitles the employee to a right to receive shares
in the Company upon meeting a service condition.
The fair value of the awards and amounts recognised as additional paid in capital in the Group’s consolidated statement of financial position is as
follows:
31 December 31 December
In thousands of Sterling 2024 2023
2023 Award 199 –
2022 Award 872 407
2021 Award 1,063 707
2020 Award – 1,036
Deferred STIP 449 519
Restricted Shares Plan 556 444
Amount recognised in additional paid-in capital 3,139 3,113
During the year ended 31 December 2024, the 2020 Award vested, resulting in a gross entitlement before tax, of 1,456,759 shares. A portion of the
2020 Award was settled in cash in order to realise sufficient funds to settle resulting tax liabilities arising from the vesting, with only the net number of
shares being issued to each individual. The total accrued amount under the 2020 Award as at 31 December 2023 was £1,036,000. This amount was
transferred from additional paid in capital to share capital at the settlement date plus an adjustment of £1,120,000 for the non-market based
performance condition.
The share-based compensation expenses amount recognised as part of ‘administrative expenses’ in the Group’s consolidated income statement is
as follows:
Year ended Year ended
31 December 31 December
In thousands of Sterling 2024 2023
2023 Award 199 –
2022 Award 465 407
2021 Award 356 353
2020 Award 1,120 345
2019 Award – 123
Deferred STIP 407 522
Restricted Shares Plan 366 288
Amount recognised in administrative expenses 2,913 2,038

110 BBGI Global Infrastructure S.A.

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23. Share-based compensation (continued)
Deferred STIP
One-third of any bonus earned under the STIP is being deferred into shares for a three-year holding period. The deferral component of the STIP differs
from the Company’s share-based compensation in that there are no further vesting conditions on this earned bonus.
The Deferred STIP is valued at one-third of the anticipated outcome of the annual bonus for the Management Board. The total value of the Deferred
STIP as at 31 December 2024 was £449,000 (31 December 2023: £519,000).


24. Commitments and contingencies
The Group has engaged, in the ordinary course of business, the services of certain entities to provide legal, custodian, audit, tax and other services to
the Company. The expenses incurred in relation to these are treated as legal and professional fees under the administrative expenses grouping in the
consolidated income statement.
As at 31 December 2024, the Group had utilised £1.5 million (31 December 2023: £1.4 million) of the £150 million RCF to cover letters of credit. Refer to
Note 17 for further details on the RCF.


25. Service concession agreements
As at 31 December 2024, the Group has a portfolio of 56 assets (see Note 10), with a weighted average portfolio life of 22.2 years. The Group has a
diverse asset mix from which the service concession receivables are derived. All assets are availability-style. The rights of both the concession provider
and concession operator are stated within the specific asset agreement.
The following table summarises the main information about the Group’s outstanding service concession agreements, which are all classified as
availability-style social infrastructure:
Period of concession
% equity (operational phase)
Asset name owned Short description of concession arrangement Phase Start date end date
Kicking Horse Canyon 50 Design, build, finance and operate a 26 km stretch of the Trans- Operational September October 2030
Canada Highway, a vital gateway to British Columbia. 2007
Golden Ears Bridge 100 Design, build, finance and operate the Golden Ears Bridge that spans Operational June 2009 June 2041
the Fraser River and connects Maple Ridge and Pitt Meadows to
Langley and Surrey, near Vancouver, British Columbia.
Northwest Anthony 50 Partly design, build, finance and operate a major transport Operational November October 2041
Henday Drive infrastructure asset in Canada, a ring road through Edmonton, capital 2011
of the province of Alberta.
M80 Motorway 50 Design, build, finance and operate 18 km of dual two/three lane Operational July 2011 September
motorway with associated slip roads and infrastructure from Stepps 2041
in North Lanarkshire to Haggs in Falkirk (Scotland).
E18 Motorway 100 Design, build, finance, operate and maintain a 38 km dual Operational August 2009 August 2034
carriageway in Norway, including 75 bridges and structures and 75
km of secondary roads, carving through a rugged and beautiful
landscape between Grimstad and Kristiansand.
North East Stoney Trail 100 Design, build, finance, operate and maintain a 21 km section of Operational November October 2039
highway, forming part of a larger ring road developed in Calgary, 2009
Alberta, Canada.
Ohio River Bridges 67 Design, build, finance, operate and maintain the East End Bridge asset Operational December December
which includes a cable-stay bridge, a tunnel, and the connecting 2016 2051
highway with a total length of 8 miles crossing the Ohio river in the
greater Louisville-Southern Indiana region.
Mersey Gateway Bridge 38 Design, build, finance, operate and maintain a new c. 1 km long Operational October 2017 March 2044
six-lane toll cable-stay bridge (three towers) over the Mersey River to
relieve the congested and ageing Silver Jubilee Bridge and upgrading
works for 9.5 km of existing roads and associated structures.
M1 Westlink 100 Design, build, finance, operate and maintain with a significant amount Operational February October 2036
of construction work completed in 2009 to upgrade key sections of 2006
approx. 60 km of motorway through Belfast and its vicinity, including
O&M of the complete motorway.
North Commuter 50 Design, build, finance, operate and maintain two new arterial Operational October 2018 September
Parkway roadways and a new river crossing located in the north area of 2048
Saskatoon, Saskatchewan, Canada, and design, construct, finance,
operate and maintain a replacement river crossing located in
Saskatoon’s downtown core.

Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
Annual Report 2024 111
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Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
25. Service concession agreements (continued) Period of concession
% equity (operational phase)
Asset name owned Short description of concession arrangement Phase Start date end date
Canada Line 27 Design, build, finance, operate and maintain a 19 km rapid transit line Operational August 2009 July 2040
connecting the cities of Vancouver and Richmond with Vancouver
International Airport in British Columbia, Canada.
South East Stoney Trail 40 Design, build, finance, operate and maintain a 25 km section of Operational November September
highway, forming part of a larger ring road developed in Calgary, 2013 2043
Alberta, Canada.
William R. Bennett 80 Design, build, finance, operate and maintain a 1.1 km long floating Operational May 2008 June 2035
Bridge bridge in Kelowna, British Columbia, Canada.
A1/A6 Motorway 37 Design, build finance operate and maintain the enlargement of the Operational July 2017 June 2042
A1/A6 in the Netherlands, which involves the reconstruction and
widening of this 2x5 lanes motorway plus 2 reversible direction lanes.
The asset involves some 90 engineering structures.
N18 Motorway 52 Design, build, finance operate and maintain the extension of the N18 Operational April 2018 April 2043
motorway between Varsseveld and Enschede in the eastern part of
the Netherlands. It comprises of 15 km of existing and 27 km of a new
2x2-lane motorway with more than 30 ecological passages, aiming at
a reduction in traffic in certain villages and safety improvement.
Highway 104 50 Design, build, finance, operate and maintain PPP following Operational May 2020 August 2043
completion of construction of a four-lane divided highway corridor.
This begins at the divided highway east of New Glasgow near Exit 27
at Sutherlands River and runs for a distance of approximately 38 km
to the existing divided highway just west of the Addington Fork
Interchange (Exit 31) at Antigonish.
Champlain Bridge 25 Design, construct, finance, operate, maintain, and rehabilitate a new Operational December October 2049
bridge spanning the St. Lawrence River between Montreal and 2020
Brossard, Quebec.
Victorian Correctional 100 Design, build, finance, operate, and maintain for a period of 25 years, Operational March 2006 May 2031
Facilities two new correctional facilities for the State of Victoria, Australia (MCC (MRC)/
and MRC). February
2006 (MCC)
Burg Correctional 90 Design, build, finance, operate, and maintain for a concession period Operational May 2009 April 2034
Facilities of 25 years, a new correctional facility for the state of Saxony-Anhalt,
Germany.
Avon and Somerset 100 Design, build, finance, operate and maintain four new build police Operational July 2014/ March 2039
Police HQ and custody facilities in the Avon and Somerset region (UK). July 2015
Northern Territory 100 Design, build, finance, operate and maintain a new correctional Operational November June 2044
Secure Facilities facility, located near Darwin, including three separate centres of the 2014
1,048 bed multi-classification men’s and women’s correctional centre
and 24-bed Complex Behaviour Unit.
Bedford Schools 100 Design, build, finance, operate and maintain the redevelopment of Operational June 2006 December
two secondary schools in the County of Bedfordshire. 2035
Coventry Schools 100 Design, build, finance, operate and maintain one new school and Operational In stages December
community facilities for the Coventry City Council. from March 2034
2006 to June
2009
Kent Schools 50 Design, build, finance, operate and maintain the redevelopment, Operational June 2007 September
which includes the construction of new build elements for each 2035
academy as well as extensive reconfiguration and refurbishment of
six academies.
Scottish Borders 100 Design, build, finance, operate and maintain three new secondary Operational July 2009 November
Schools schools for Scottish Borders Council. 2038

112 BBGI Global Infrastructure S.A.

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25. Service concession agreements (continued)
Period of concession
% equity (operational phase)
Asset name owned Short description of concession arrangement Phase Start date end date
Clackmannanshire 100 Design, build, finance, operate and maintain the redevelopment of Operational In stages March 2039
Schools three secondary schools in Clackmannanshire, Scotland. from January
to May 2009
East Down Colleges 100 Design, build, finance, operate and maintain the three East Down Operational June 2009 May 2036
Colleges campuses in Northern Ireland.
Lisburn College 100 Design, build, finance, operate and maintain Lisburn College in Operational April 2010 May 2036
Northern Ireland.
Tor Bank School 100 Design, build, finance, operate and maintain a new school for pupils Operational October 2012 October 2037
with special education needs in Northern Ireland.
Lagan College 100 Design, build, finance operate and maintain the redevelopment of Operational August 2013 June 2038
Lagan College in Northern Ireland.
Cologne Schools 50 Design, build, finance operate and maintain the redevelopment of Operational April 2005 December
five schools in Cologne. 2029
Rodenkirchen Schools 50 Design, build, finance operate and maintain a school for approx. 1200 Operational November November
pupils in Cologne. 2007 2034
Frankfurt Schools 50 Design, build, finance operate and maintain the redevelopment of Operational August 2007 July 2029
four schools in Frankfurt.
North West Regional 100 Design, build, finance, operate and maintain the North West Regional Operational February January 2026
College College educational campus in Northern Ireland. 2001
Belfast Metropolitan 100 Design, build, finance, operate and maintain the Belfast Metropolitan Operational September August 2027
College educational campus in Northern Ireland. 2002
Westland Town Hall 100 Design, build, finance, operate and maintain Westland Town Hall, a Operational August 2017 August 2042
PPP accommodation asset consisting of a new approximately 11,000
m² town hall for the Dutch Municipality of Westland.
Gloucester Royal 50 Design, build, finance, operate and maintain a hospital scheme in Operational April 2005 February
Hospital Gloucester, UK. 2034
Liverpool and Sefton 60 Design, build, finance, operate and maintain the primary healthcare Operational In 7 tranches In 7 tranches
Clinics (LIFT) facilities in Liverpool and Sefton, UK. starting April starting April
2005 and 2033 and
ending ending
February February
2013 2043
North London Estates 60 Design, build, finance, operate and maintain the primary healthcare Operational In 4 tranches In 4 tranches
Partnership (LIFT) facilities of the Barnet, Enfield and Haringey LIFT programme, UK. starting starting
February October 2030
2006 and and ending
ending June June 2043
2013
Barking Dagenham & 60 Design, build, finance, operate and maintain 10 facilities/clinics in East Operational In 3 tranches In 3 tranches
Havering (LIFT) London, UK with asset construction completions between 2005 and starting starting
2009. October September
2005 and 2030 and
ending ending
October September
2008 2033
Royal Women’s 100 Design, build, finance, operate and maintain a new nine-storey Royal Operational June 2008 June 2033
Hospital Women’s Hospital in Melbourne.
Mersey Care Hospital 80 Design, build, finance, operate and maintain a new mental health Operational December December
(part of Liverpool Sefton in-patient facility on the former Walton hospital site in Liverpool, UK. 2014 2044
Clinics (LIFT) above)

Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
Annual Report 2024 113
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Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
25. Service concession agreements (continued)
Period of concession
% equity (operational phase)
Asset name owned Short description of concession arrangement Phase Start date end date
Kelowna and Vernon 100 Design, build, finance, operate and maintain a new Patient Care Operational January 2012 August 2042
Hospitals Tower, a new University of British Columbia Okanagan Clinical
Academic Campus and car park at Kelowna General Hospital, and a
new Patient Care Tower at Vernon Jubilee Hospital.
Women’s College 100 Design, build, finance, operate and maintain the new Women’s Operational May 2013 May 2043
Hospital College Hospital in Toronto, Ontario, Canada. (Phase 1),
September
2015 (Phase
2), March
2016 (final
completion).
Restigouche Hospital 80 Design, build, finance, operate and maintain the new Psychiatric Care Operational June 2015 October
Centre Centre in Restigouche, New Brunswick, Canada. 2044
McGill University Health 40 Design, build, finance, operate and maintain the new McGill Operational October 2014 September
Centre University Health Centre, Montreal, Canada. 2044
Stanton Territorial 100 Design, build, finance, operate and maintain the new Stanton Operational December October
Hospital Territorial Hospital, Yellowknife, Northwest Territories, Canada. 2018 2048
Stoke & Staffs Rescue 85 Design, build, finance, operate and maintain ten new community fire Operational November October 2036
Service stations in Stoke-on-Trent and Staffordshire, UK. 2011
Unna Administrative 90 Design, build, finance, operate and maintain the administration Operational July 2006 July 2031
Centre building of the Unna District in Rhine-Westphalia, Germany.
Fürst Wrede Barracks 50 Design, build, finance, operate and maintain the refurbishment and Operational March 2008 March 2028
new construction of a 32-hectare army barracks in Munich, Germany.
Poplar Affordable 100 Design, construct, finance, operate, maintain, and Operational October 2015 July 2051
Housing & Recreational rehabilitate separate buildings in Poplar, London, UK.
Centres
Aberdeen Western 33 Design, construct, finance, operate and maintain 12 km of the existing Operational May 2018 November
Peripheral Route roadway (upgraded) and 47 km of new dual carriageway including 2047
two significant river crossings near Aberdeen, Scotland.
Ayrshire and Arran 100 Design, construct, finance and maintain a 206-bed acute mental Operational March 2016 March 2041
Hospital health facility and community hospital in Irvine, North Ayrshire,
Scotland..
North West Fire and 100 Design, construct, finance, maintain and rehabilitate 16 new Operational June 2013 July 2038
Rescue community fire stations in the North West of England.
John Hart Generating 80 Design, construct, finance, maintain and rehabilitate a new three- Operational June 2019 October 2033
Station turbine, 132-MW hydroelectric power generation station on the
Campbell River, British Columbia, including a three generating unit
underground powerhouse, 2.1 km of water passage tunnels and a
water bypass system to protect a downstream fish habitat.
A7 Motorway 49 Design, construct, finance, operate, maintain and rehabilitate the A7 Operational December August 2044
Motorway between Bordesholm and Hamburg. This includes 2019
expansions and upgrades to certain critical sections, and widening 65
kms from four to six lanes. The project includes 11 interchanges, six
parking facilities, four rest areas, 79 civil engineering structures,
c.100,000 m² noise barriers and a c.550 m noise enclosure tunnel.

26. Standards issued but not yet effective
A number of new standards and amendments to standards are effective for annual periods beginning after 1 January 2025 and earlier application is
permitted; however, the Group has not early adopted any of the forthcoming new or amended standards in preparing these financial statements. The
Group intends to adopt these new and amended standards, if applicable, when they become effective. The adoption of the below new standard is not
expected to have a significant impact on the Group’s financial statements.
Lack of exchangeability - Amendments to IAS 21
The International Accounting Standards Board ('IASB') issued amendments to IAS 21, The Effects of Changes in Foreign Exchange Rates, to specify how
an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The
amendments also require disclosure of information that enables users of an entity's financial statements to understand how the currency not being
exchangeable into the other currency affects, or is expected to affect, the entity’s financial performance, financial position and cash flows.
114 BBGI Global Infrastructure S.A.

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Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2024
27.Events after the reporting period
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 147.5 pence per share ('pps').
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 financial
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 was 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 occurrence 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/.
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.

Annual Report 2024 115
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Audit Report
To the Shareholders of BBGI Global Infrastructure S.A.
Our opinion
In our opinion, the accompanying financial statements give a true and fair view of the financial position of BBGI Global Infrastructure S.A. (the
“Company”) as at 31 December 2024, and of its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting
Standards as adopted by the European Union.
What we have audited
The Company’s financial statements comprise:
• the statement of financial position as at 31 December 2024;
• the statement of comprehensive income for the year then ended;
• the statement of changes in equity for the year then ended;
• the statement of cash flows for the year then ended; and
• the notes to the financial statements, including material accounting policy information and other explanatory information.
Basis for opinion
We conducted our audit in accordance with the Law of 23 July 2016 on the audit profession (Law of 23 July 2016) and with International Standards on
Auditing (ISAs) as adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier” (CSSF). Our responsibilities under the Law of 23
July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the “Responsibilities of the “Réviseur d’entreprises agréé” for the
audit of the financial statements” section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We are independent of the Company in accordance with the International Code of Ethics for Professional Accountants, including International
Independence Standards, issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF
together with the ethical requirements that are relevant to our audit of the financial statements. We have fulfilled our other ethical responsibilities
under those ethical requirements.
116 BBGI Global Infrastructure S.A.

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Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current
period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do
not provide a separate opinion on these matters.
Key audit matter How our audit addressed the key audit matter
Impairment of Investment in subsidiary and loans 
receivable from subsidiary
Refer to the financial statements (Note 3.d),
impairment testing for investments and loans and
receivables from subsidiary; Note 13).
Investment in subsidiary and loan receivables
from subsidiary are measured at cost less
accumulated impairment losses. Their carrying
amounts are GBP 354 million and GBP 248
million, respectively, and they are the most
significant balances on the statement of financial
position.
The impairment assessment of the investment in
the subsidiary and the determination of expected
credit loss (ECL) for loans receivable from
subsidiary is linked to the fair value of the
underlying investments which are mainly made of
social infrastructure investments through public
private partnership and/or public finance
initiatives or similar procurement models
(“investments”) generating long-term predictable
cash flows.
The valuation of the investments is determined
using the discounted cash flow methodology. It
relies on significant unobservable inputs and
requires significant judgments from the
Management Board. A small change in these
assumptions could result in a significant impact
on the fair value of the investments. As a
consequence, there is an inherent risk that the fair
value of these investments may not be
appropriate.
Taking this into account, coupled with the
magnitude of the amounts involved, we consider
this area as a key audit matter.
In assessing the impairment of investment in subsidiary and loans receivable from subsidiary, we
performed the procedures outlined below.
We assessed that the accounting policy in relation with the impairment of the investment in
subsidiary and loans receivable from subsidiary was in compliance with the applicable
accounting framework.
We understood and evaluated the design and implementation of key controls in place around
the impairment of the investment in subsidiary and loans receivable from subsidiary.
We obtained the management’s impairment assessment of the investment in subsidiary and
loans receivable from subsidiary and performed an overall assessment to challenge the criteria
and inputs used in the impairment analysis, as well as the assumptions and models used to
calculate the ECL.
In addition, considering that the impairment of the investment in subsidiary and loans receivable
from subsidiary is linked to the fair value of the underlying investments, we obtained substantive
audit evidence over the valuation of the underlying investments as follows:
- We tested key controls performed in the valuation process of investments in relation to the
financial data included in the valuation models, the “look back” comparison of the forecast vs
actual cash flows for the previous financial year, as well as other investment model review
controls.
- We inquired into the qualification of Management Board and its internal valuation team and
concluded that they have sufficient experience and expertise.
- We obtained the overall fair value reconciliation of opening to closing fair value of the
underlying investments and corroborated significant fair value movements during the year,
thereby assessing the reasonableness and completeness of the movement for the year.
- With the support of our own valuation experts, we assessed that the Group’s valuation
methodology was in compliance with the International Private Equity and Venture Capital
Valuation Guidelines and market practice based on our knowledge of the investments held
by the Group and experience of the industry in which the Group operates.
- For a sample of assets selected via risk and value-based targeted sampling of the
investments by value, we assessed that the key macroeconomic assumptions such as
inflation, deposit rates, corporate tax rates, base discount rate setting were appropriate and/
or within acceptable ranges based on market search. We also checked that the selected asset
specific discount rates were within acceptable ranges.
- We obtained and read the valuation report prepared by Management’s external valuation
experts which confirmed that the portfolio value prepared by the Management Board was
appropriate.
- Finally, for the entire portfolio, we obtained external confirmation over the existence and
percentage of ownership of the investments held by the Group.
Audit Report continued
To the Shareholders of BBGI Global Infrastructure S.A.
Annual Report 2024 117
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Other information
The Management Board is responsible for the other information. The other information comprises the information stated in the annual report but does
not include the financial statements and our audit report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider
whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to
be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of the Management Board and those charged with governance for the financial statements
The Management Board is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting
Standards as adopted by the European Union, and for such internal control as the Management Board determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Management Board is responsible for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Management Board either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Responsibilities of the “Réviseur d’entreprises agréé” for the audit of the financial statements
The objectives of our audit are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an audit report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
• identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of
not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control;
• obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control;
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the
Management Board;
• conclude on the appropriateness of the Management Board’s use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to
continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our audit report to the
related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our audit report. However, future events or conditions may cause the Company to cease to continue as
a going concern;
• evaluate the overall presentation, structure, and content of the financial statements, including the disclosures, and whether the financial
statements represent the underlying transactions and events in a manner that achieves fair presentation.
Audit Report continued
To the Shareholders of BBGI Global Infrastructure S.A.
118 BBGI Global Infrastructure S.A.

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We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence,
and communicate to them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable,
actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the
financial statements of the current period and are therefore the key audit matters. We describe these matters in our audit report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirements
The annual report is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
PricewaterhouseCoopers, Société coopérative Luxembourg, 27 March 2025
Represented by
Emanuela Sardi
Audit Report continued
To the Shareholders of BBGI Global Infrastructure S.A.
Annual Report 2024 119
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Company Statement of Comprehensive Income
For the year ended 31 December 2024
In thousands of Sterling Notes 2024 2023
Administrative expenses 5 (12,268) (10,525)
Other operating expenses 6 (7,144) (3,517)
Other operating income 7 203,727 19,761
Results from operating activities 184,315 5,719
Net finance income 8 20,484 20,563
Profit before tax 204,799 26,282
Tax expense 9 (528) (532)
Profit for the year 204,271 25,750
Other comprehensive income for the year – –
Total comprehensive income for the year 204,271 25,750
The accompanying notes form an integral part of the Company’s financial statements.
120 BBGI Global Infrastructure S.A.
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Company Statement of Financial Position
As at 31 December 2024
In thousands of Sterling Notes 2024 2023
Assets
Property and equipment 6 61
Loans receivable from subsidiary 13 248,162 233,673
Investment in subsidiary 13 354,213 354,233
Non-current assets 602,381 587,967
Loans receivable from subsidiary 13 123,988 –
Interest and other receivables from subsidiary 13 11,949 10,750
Other current assets 1,103 895
Cash and cash equivalents 10 11,322 4,710
Current assets 148,362 16,355
Total assets 750,743 604,322
Equity
Share capital 11 854,642 854,669
Retained earnings (105,766) (251,673)
Equity attributable to the owners of the Company 748,876 602,996
Liabilities
Trade and other payables 1,634 1,326
Advances from subsidiary 101 –
Tax liabilities 9 132 –
Current liabilities 1,867 1,326
Total liabilities 1,867 1,326
Total equity and liabilities 750,743 604,322
Net asset value attributable to the owners of the Company 11 748,876 602,996
Net asset value per ordinary share (pence) 11 104.8 84.4
The accompanying notes form an integral part of the Company’s financial statements.
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Company Statement of Changes in Equity
For the year ended 31 December 2024
In thousands of Sterling Notes
Share
capital
Retained
earnings
Total
equity
Balance as at 31 December 2023 854,669 (251,673) 602,996
Total comprehensive income for the year – 204,271 204,271
Transactions with the owners of the Company recognised directly in equity
Cash dividends 11 – (58,364) (58,364)
Purchase of treasury shares 11 (1,564) – (1,564)
Shares issued on behalf of a subsidiary 11 1,537 – 1,537
Balance as at 31 December 2024 854,642 (105,766) 748,876
In thousands of Sterling Notes
Share
capital
Retained
earnings
Total
equity
Balance as at 1 January 2023 852,391 (222,400) 629,991
Total comprehensive income for the year – 25,750 25,750
Transactions with the owners of the Company recognised directly in equity
Cash dividends 11 – (53,487) (53,487)
Scrip dividends 11 1,536 (1,536) –
Shares issued on behalf of a subsidiary 11
787 – 787
Share issuance costs 11 (45) – (45)
Balance as at 31 December 2023 854,669 (251,673) 602,996
The accompanying notes form an integral part of the Company’s financial statements.
122 BBGI Global Infrastructure S.A.
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Company Statement of Cash Flows
For the year ended 31 December 2024
In thousands of Sterling Notes 2024 2023
Operating activities
Profit for the year 204,271 25,750
Adjustments for:
Gain on return of capital from subsidiary 7,13 (203,727) –
Net finance income
8 (20,484) (20,563)
Foreign currency exchange loss – net 6 5,253 3,352
Tax expense 9 528 532
Depreciation 61 16
Working capital adjustments:
Advances/other receivables from subsidiary 55,102 (10,825)
Other current assets (208) (162)
Trade and other payables 215 273
Cash from/(used) in operating activities 41,011 (1,627)
Interest received 280 365
Taxes paid (396) (661)
Net cash flows from/(used) in operating activities 40,895 (1,923)
Investing activities
Loan repayment from subsidiary 9,710 21,148
Loans provided to subsidiary (2,498) (200)
Interest received 18,573 20,502
Acquisition of property and equipment (5) (9)
Net cash flows from investing activities 25,780 41,441
Financing activities
Equity instruments issue costs 11 – (45)
Purchase of treasury shares 11 (1,564) –
Dividends paid 11 (58,364) (53,487)
Net cash flows used in financing activities (59,928) (53,532)
Net increase/(decrease) in cash and cash equivalents 6,747 (14,014)
Impact of foreign exchange on cash and cash equivalents (135) (14)
Cash and cash equivalents as at 1 January 10 4,710 18,738
Cash and cash equivalents as at 31 December 10 11,322 4,710
The accompanying notes form an integral part of the Company’s financial statements.
Annual Report 2024 123
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Notes to the Company Financial Statements
For the year ended 31 December 2024
1. Corporate information
BBGI Global Infrastructure S.A., ("BBGI", or the "Company") is an investment company incorporated in Luxembourg in the form of a public limited
liability company (société anonyme) with variable share capital (société d’investissement à capital variable, or ‘SICAV’) and regulated by the Commission
de Surveillance du Secteur Financier ("CSSF") under Part II of the amended Luxembourg law of 17 December 2010 on undertakings for collective
investments with an indefinite life. The Company qualifies as an alternative investment fund within the meaning of Article 1 (39) of the amended law of
12 July 2013 on alternative investment fund managers ("2013 Law") implementing Directive 2011/61/EU of the European Parliament and of the Council
of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009
and (EU) No 1095/2010 and is authorised as an internal alternative investment fund manager in accordance with Chapter 2 of the 2013 Law. The
Company was admitted to the official list of the UK Listing Authority (premium listing, closed-ended investment fund) and to trading on the main
market of the London Stock Exchange on 21 December 2011.
As of 1 January 2021, the main market of the London Stock Exchange is not considered as an EU regulated market (as defined by the MiFID II). As a
result, Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements
in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (the
Transparency Directive) as implemented in the Luxembourg law by the act dated 11 January 2008 on transparency requirements for issuers (the
Transparency Act 2008), among other texts, does not apply to the Company.
The Company’s registered office is 6E, route de Treves, L-2633 Senningerberg, Luxembourg and is registered with the Registre de Commerce et des
Sociétés Luxembourg under the number B163 879.
The Company is a closed-ended investment company that invests, through its subsidiaries, principally in a diversified portfolio of operational Public-
Private Partnership ("PPP")/Private Finance Initiative ("PFI") infrastructure or similar style assets (‘Investment portfolio’). As at 31 December 2024, the
Company has no indirectly held investment that is under construction (31 December 2023: nil).
The Company had no employees as at 31 December 2024 and 31 December 2023, respectively.
Reporting period
The Company´s reporting period runs from 1 January to 31 December each year. The Company´s statement of comprehensive income, statement of
financial position, statement of changes in equity and statement of cash flows include comparative figures as at 31 December 2023.
The amounts presented as ‘non-current’ in the Company´s statement of financial position are those expected to be recovered or settled after more
than one year. The amounts presented as ‘current’ are expected to be recovered or settled within one year. These financial statements were approved
by the Management Board on 27 March 2025.
2. Basis of preparation
Statement of compliance
The separate financial statements of the Company have been prepared in accordance with International Financial Reporting Standards accounting
standards ("IFRS") as adopted by the European Union (‘EU’). Please refer to Note 3d) for the accounting policy with respect to the investment in
subsidiary.
The Company also prepares consolidated financial statements in accordance with IFRS as adopted by the EU.
The Company follows, to the fullest extent possible, the provisions of the Standard of Recommended Practices issued by the Association of Investment
Companies ("AIC SORP"). If the provisions of the AIC SORP are in direct conflict with IFRS as adopted by the EU, the standards of the latter shall prevail.
The separate financial statements have been prepared using the going concern principle under the historical cost basis.
Functional and presentation currency
These financial statements are presented in Sterling, the Company’s functional currency. All amounts presented in tables throughout the report have
been rounded to the nearest thousand, unless otherwise stated.
Changes in accounting policy
New and amended standards applicable to the Company are as follows:
Amendments to IAS 1: Classification of Liabilities as Current or Non-current
The amendments specify the requirements for classifying liabilities as current or non-current and clarify:
– what is meant by a right to defer settlement;
– that a right to defer must exist at the end of the reporting period;
– that classification is unaffected by the likelihood that an entity will exercise its deferral right; and
– that only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification;
These amendments have no significant impact on the financial statements of the Company.
124 BBGI Global Infrastructure S.A.
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3. Summary of material accounting policies
a) Foreign currency transactions
Transactions in foreign currencies are translated into Sterling at the exchange rate on the dates of the transactions. Monetary assets and liabilities
denominated in foreign currencies at the reporting date are translated into Sterling at the exchange rate on that date.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated into Sterling at the exchange rate
on the date that the fair value was determined. Foreign currency differences arising on translation are recognised in the statement of comprehensive
income as a gain or loss on currency translation.
b) Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial assets
Initial recognition and measurement
Financial assets are classified at initial recognition at either: (i) amortised cost; (ii) fair value through other comprehensive income – debt instruments;
(iii) fair value through other comprehensive income – equity instruments; or (iv) fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow characteristics and the Company’s
business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the
Company has applied the practical expedient, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at
fair value through profit or loss, transaction costs.
The Company’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business
model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. The Company’s financial
assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect
contractual cash flows which represents solely payments of principal and interests.
In general, the Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to
receive the contractual cash flows in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any
interest in such transferred financial assets that is created or retained by the Company is recognised as a separate financial asset or liability.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Company has a
legal right to offset the amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
At the date of the statement of financial position, all financial assets of the Company have been classified as financial assets at amortised cost. Financial
assets of the Company consist of investment in subsidiary, loan receivables from subsidiary, interest and other receivables from subsidiary and cash
and cash equivalents.
Derecognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised when:
– The rights to receive cash flows from the asset have expired; or
– The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full
without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks
and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has
transferred control of the asset.
Financial assets at amortised cost (debt instruments)
Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses
are recognised in the statement of comprehensive income when the asset is derecognised, modified, or impaired.
Financial liabilities
The Company classifies financial liabilities at amortised cost. Such financial liabilities are recognised initially at fair value less any direct attributable
transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortised cost using the EIR method.
The Company derecognises a financial liability (or part of a financial liability) from the statement of financial position when, and only when, it is
extinguished or when the obligation specified in the contract or agreement is discharged or cancelled or has expired. The difference between the
carrying amount of a financial liability (or part of a financial liability) extinguished or transferred to another party and the consideration paid, including
any non-cash assets transferred or liabilities assumed, is considered in the statement of comprehensive income.
c) Investments in subsidiary
The investment in subsidiary is held at cost less any impairment.
Notes to the Company Financial Statements continued
For the year ended 31 December 2024
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3. Summary of material accounting policies (continued)
d) Impairment testing for investments and loans and receivables from subsidiary
The investment in subsidiary and loan receivables from subsidiary are measured at cost less accumulated impairment losses. The impairment losses are
based on expected credit loss ("ECL") on such receivables. The loans and receivables of the Company from its subsidiary are directly linked to the PPP/
PFI portfolio financed by this subsidiary either through loans and/or equity investments. The ECL, if any, of the Company from its loans and receivables
from subsidiary has a direct link with the fair value of the Company´s Investment portfolio. The Company performs a fair valuation of the underlying
Investment portfolio every six months and considers any ECL on the loans and receivables, among others based on the results of the valuation. The fair
valuation of the underlying Investment portfolio is done by calculating the net present value of the cash flows from these assets, based on internally
generated models. The net present value of each asset is determined using future cash flows, applying certain macroeconomic assumptions for the
cash flows which include indexation rates, deposit interest rates, corporate tax rates and foreign currency exchange rates. The cash flows are discounted
at the applicable discount rate for companies involved in service concession assets. A material change in the macroeconomic assumptions and discount
rates used for such valuation could have a significant impact on the net present value of the future cash flows. The determined fair value will be
considered as the recoverable amount to be compared to the carrying amount of investment in subsidiary to determine possible impairment. Excess of
the carrying amount of the investment in subsidiary over the recoverable amount is recognised as an impairment loss. As of 31 December 2024, the
Company identified no ECL to be recorded on its loans and receivables from subsidiary (2023: nil) nor any impairment on its investment in subsidiary.
e) Provisions
A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it
is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future
cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to a liability. The unwinding of
such discount is recognised as a finance cost.
f) Cash and cash equivalents
Cash and cash equivalents are cash balances and term deposits with maturities of three months or less from the date when the deposits were made
and that are subject to an insignificant risk of change in their fair value, and are used by the Company in the management of its short-term
commitments.
g) Share capital
Ordinary shares are classified as equity. Costs directly attributable to the issue of ordinary shares, or which are associated with the establishment of the
Company, and that would otherwise have been avoided are recognised as a deduction from equity, net of any tax effects.
h) Finance income and finance costs
Interest income and expenses are recognised in the statement of comprehensive income using the EIR method.
The EIR is the rate that exactly discounts the estimated future cash payments and receipts through the expected life of the financial instrument (or,
where appropriate, a shorter period) to the carrying amount of the financial instrument. When calculating the EIR, the Company estimates future cash
flows considering all contractual terms of the financial instrument, but not future credit losses.
Interest received or receivable and interest paid or payable are recognised in the statement of comprehensive income as finance income and finance
costs, respectively.
i) Tax
According to the Luxembourg regulations regarding SICAV companies, the Company itself, as an undertaking for collective investment, is exempt from
paying income and/or capital gains taxes in Luxembourg. It is, however, liable to annual subscription tax of 0.05% on its consolidated net asset value
("NAV") payable quarterly and assessed on the last day of each quarter. Subscription tax is recognised as a tax expense in the Company statement of
comprehensive income for the period in which it is incurred.
j) Current versus non-current classification
The Company presents assets and liabilities in the statement of financial position based on current/non-current classification. An asset is current when
it is:
– expected to be realised or intended to be sold or consumed in the normal operating cycle;
– held primarily for the purpose of trading;
– expected to be realised within 12 months after the reporting period; or
– cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least 12 months after the reporting period.
All other assets are classified as non-current.
Notes to the Company Financial Statements continued
For the year ended 31 December 2024
126 BBGI Global Infrastructure S.A.
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3. Summary of material accounting policies (continued)
j) Current versus non-current classification (continued)
A liability is current when:
– It is expected to be settled in the normal operating cycle
– It is held primarily for the purpose of trading
– It is due to be settled within 12 months after the reporting period or
– There is no unconditional right to defer the settlement of the liability for at least 12 months after the reporting period
The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its
classification.
The Company classifies all other liabilities as non-current.
4. Material accounting judgements, estimates and assumptions
The preparation of financial statements in conformity with IFRS requires the Management Board to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. Actual results may differ from these
estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the
estimates are revised and in any future periods affected.
In the process of applying the Company´s accounting policies, the Management Board has made the following judgements that would have the most
significant effect on the amounts recognised in the Company’s financial statements.
4.1 Impairment testing for investments
Refer to Note 3d) for the discussion of this topic.
4.2 Going concern basis of accounting
The Management Board has examined significant areas of possible financial risk including cash and cash requirements. It has not identified any material
uncertainties which would cast significant doubt on the Company’s ability to continue as a going concern for a period of 12 months from the end of this
reporting period. The Management Board has satisfied itself that the Company has adequate resources to continue in operational existence for the
foreseeable future. After due consideration, the Management Board believes it is appropriate to adopt the going concern basis of accounting in
preparing the financial statements.
5. Administrative expenses
In thousands of Sterling
Year ended
31 December
2024
Year ended
31 December
2023
Support agreement fees (Note 13) 8,805 7,593
Legal and professional fees 2,555 2,201
Supervisory Board fees 385 315
Others 523 416
12,268 10,525
Included in the legal and professional fees expensed during the year are those amounts charged by the Company’s external auditor which include audit
fees of £212,000 (2023: £248,000) and audit related fees of £120,000 (2023: £89,000). Non-assurance services charged by the Company’s external
auditors during the year amounted to £nil (2023: £nil). Also included in the legal and professional fees are depositary and custodian related charges
which amounted to £342,000 (2023: £395,000)
6. Other operating expenses
In thousands of Sterling
Year ended
31 December
2024
Year ended
31 December
2023
Foreign currency exchange loss – net 5,255 3,352
Foreign exchange indemnity agreement expense (Note 13) 1,889 –
Acquisition-related costs and others (including unsuccessful bid costs) – 165
7,144 3,517
Notes to the Company Financial Statements continued
For the year ended 31 December 2024
Annual Report 2024 127
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7. Other operating income
In thousands of Sterling
Year ended
31 December
2024
Year ended
31 December
2023
Gain on return of capital from subsidiary (Note 13) 203,727 –
Foreign exchange indemnity agreement income (Note 13) – 19,761
203,727 19,761
The net foreign currency exchange gains are mainly attributable to the unrealised gains on the translation of foreign currency denominated loans
receivable from the Company’s subsidiary.
8. Net finance income
In thousands of Sterling
Year ended
31 December
2024
Year ended
31 December
2023
Finance income from multi-currency facility (Note 13) 20,204 20,198
Interest income from deposits 280 365
20,484 20,563
9. Taxes
As at 31 December 2024, tax payable with respect to subscription tax amounted to £132,000 (2023: £nil).
A reconciliation of the tax expense and the tax at the applicable tax rate is as follows:
In thousands of Sterling
Year ended
31 December
2024
Year ended
31 December
2023
Profit before tax 204,799 26,282
Income tax using the Luxembourg domestic tax rate of 24.94% 51,077 6,555
Effect of tax-exempt income and deductions (51,077) (6,555)
Subscription tax expense 528 532
Tax charge for the year 528 532
The Company, as an undertaking for collective investment, pays an annual subscription tax of 0.05% on its consolidated NAV.
10. Cash and cash equivalents
Cash and cash equivalents relate to bank deposits amounting to £11,322,000 (2023: £4,710,000).
11. Share capital
Changes in the Company´s share capital are as follows:
In thousands of Sterling
31 December
2024
31 December
2023
Share capital as at 1 January 854,669 852,391
Share capital issued through scrip dividends – 1,536
Purchase of treasury shares (1,564) –
Shares issued as share based compensation 1,537 787
Shares issuance cost – (45)
854,642 854,669
BBGI Management HoldCo S.à r.l. (‘MHC’), a wholly owned direct subsidiary of the Company, provides share-based compensation to senior executives
whereby it issues a certain number of shares of the Company to entitled executives, calculated based on the conditions of the Long-Term Incentive Plan
("LTIP") rules and the respective LTIP Award letters. During the year, the Company issued 761,216 treasury shares, in connection with the 2020 LTIP
award at 130.3 pence per share for a total amount of £1,072,000 (2023: £264,000). The amount of £1,072,000 was recorded as an advance made by the
Company to MHC during the year (2023: £264,000).
Notes to the Company Financial Statements continued
For the year ended 31 December 2024
128 BBGI Global Infrastructure S.A.
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11. Share capital (continued)
Deferred STIP
The STIP provided to senior executives at MHC include a deferred component with one-third of any bonus earned under the STIP is being deferred into
shares of the Company for three year holding period. The deferral component of the STIP differs from the Company’s share-based compensation as
there are no further vesting conditions on this earned bonus. The amount of £286,000 was recorded as an advance made by the Company to MHC
during the year (2023: £398,000).
The changes in the number of ordinary shares of no-par value issued by the Company are as follows:
In thousands of shares
31 December
2024
31 December
2023
In issue at beginning of the year 714,877 713,331
Purchase of treasury shares (1,107) –
Shares issued through scrip dividends – 1,017
Shares issued as share based compensation 1,107 529
714,877 714,877
All the ordinary shares issued rank pari passu. The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are
entitled to one vote per share at general meetings of the Company.
The Company meets the minimum share capital requirement as imposed under the applicable Luxembourg regulation.
Dividends
The dividends declared and paid by the Company during the year ended 31 December 2024 are as follows:
In thousands of Sterling except as otherwise stated
31 December
2024
2023 2
nd
interim dividend of 3.965 pence per qualifying ordinary share – for the period 1 July 2023 to 31 December 2023 28,345
2024 1
st
interim dividend of 4.200 pence per qualifying ordinary share – for the period 1 January 2024 to 30 June 2024 30,019
Total dividends declared and paid during the year 58,364
The 31 December 2023 2
nd
interim dividend was paid in April 2024. Cash dividend was £28,345,000. The scrip alternative was not available with this
dividend payment.
The 30 June 2024 1
st
interim dividend was paid in October 2024. Cash dividend was £30,019,000. The scrip alternative was not available with this
dividend payment.
The dividends declared and paid by the Company during the year ended 31 December 2023 are as follows:
In thousands of Sterling except as otherwise stated
31 December
2023
2022 2
nd
interim dividend of 3.740 pence per qualifying ordinary share – for the period 1 July 2022 to 31 December 2022 26,679
2023 1
st
interim dividend of 3.965 pence per qualifying ordinary share – for the period 1 January 2023 to 30 June 2023 28,345
Total dividends declared and paid during the year 55,024
The 31 December 2022 2
nd
interim dividend was paid in April 2023. The value of the scrip election was £1,536,000, with the remaining amount of
£25,143,000 paid in cash to those investors who did not elect for the scrip.
The 30 June 2023 1
st
interim dividend was paid in October 2023. Cash dividend was £28,345,000. The scrip alternative was not available with this
dividend payment.
Notes to the Company Financial Statements continued
For the year ended 31 December 2024
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11. Share capital (continued)
Net asset value ("NAV")
The Company NAV and NAV per share as of 31 December 2024, 31 December 2023 and 31 December 2022 were as follows:
In thousands of Sterling/pence 2024 2023 2022
NAV attributable to the owners of the Company 748,876 602,996 629,991
NAV per ordinary share (pence) 104.8 84.4 88.3
12. Financial risk and capital risk management
Risk management framework
The Management Board has overall responsibility for the establishment and control of the Company’s risk management framework.
The Company has exposure to credit risk, liquidity risk and market risk. This note presents information about the Company’s exposure to each of these
risks, the Company’s objectives, policies, and processes for measuring and managing risk and the Company’s management of capital. This note also
presents the result of the review performed by management on these risk areas.
Credit risk
Credit risk is the risk that the counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the
Company, resulting in:
1) impairment or reduction in the amounts recoverable from receivables and other current and non-current assets; and
2) non-recoverability, in part or in whole, of cash and cash equivalents deposited with banks.
A significant part of receivables of the Company are receivables from a subsidiary. This subsidiary has the ability to pay based on the projected cash
flows to be received by such subsidiary from their respective investments.
Exposures to credit risks
The Company is exposed to credit risks on the following items in the Company’s statement of financial position:
In thousands of Sterling
31 December
2024
31 December
2023
Loans and other receivable to subsidiary (including accrued interest) 384,099 244,423
Cash and cash equivalents 11,322 4,710
395,421 249,133
The maximum exposure to credit risk on receivables that are neither overdue nor impaired as of 31 December 2024, amounts to £384,099,000 (2023:
£244,423,000).
Recoverable amounts of receivables and other current and non-current assets
The Company establishes when necessary an allowance for impairment, based on ECL specific to the asset. Currently there are no recorded allowances
for impairment. All the Company’s receivables are recoverable and no significant amounts are considered as overdue, impaired, or subject to ECL.
Cash and cash equivalents
The cash and cash equivalents are maintained with reputable banks with ratings that are acceptable based on the established internal policy of the
Company. Based on the assessment of the Management Board, there are no significant credit risks related to the cash and cash equivalents. The main
counterparty banks of the Company have S&P/Moody’s credit rating between A+/A1.
Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by
delivering cash or another financial asset.
The Company’s policy over liquidity risk is that it will seek to have sufficient liquidity to meet its liabilities and obligations when they fall due.
The Company manages liquidity risk by maintaining adequate cash and cash equivalents and access to borrowing facilities to finance day-to-day
operations and medium to long-term capital needs. The Company also regularly monitors the forecast and actual cash requirements and matches the
maturity profiles of the Company’s financial assets and financial liabilities.
Notes to the Company Financial Statements continued
For the year ended 31 December 2024
130 BBGI Global Infrastructure S.A.
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12. Financial risk and capital risk management (continued)
Liquidity risk (continued)
The Company has the possibility of raising capital through the issuance of shares in order to finance further acquisitions. The following are the
undiscounted contractual maturities of the financial liabilities of the Company:
Contractual cash flows
31 December 2024
In thousands of Sterling
Carrying
amount Total
Within
1 year
1-5
years
Trade and other payables 1,634 1,634 1,634 –
Contractual cash flows
31 December 2023
In thousands of Sterling
Carrying
amount Total
Within
1 year
1-5
years
Trade and other payables 1,326 1,326 1,326 –
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, will affect the Company’s income
or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within
acceptable parameters, while optimising the returns.
Currency risk
The Company is exposed to currency risk as a result of its cash and cash equivalents being denominated in currencies other than Sterling.
The currencies in which these items are primarily denominated are the Australian Dollar (A$), Canadian Dollar (C$), Euro (€), Norwegian Krone (NOK)
and US Dollar (US$).
In respect of other monetary assets and liabilities denominated in currencies other than Sterling, the Company’s policy is to ensure that its net exposure
is kept at an acceptable level. The Management Board believes that there is no significant concentration of currency risk in the Company.
The summary of the quantitative data about the Company’s exposure to foreign currency risk provided to the Management Board is as follows:
31 December 2024
In thousands of Sterling A$ C$ € NOK US$
Cash and cash equivalents 5 2,142 1,222 – –
Trade and other payables – (28) (978) – –
5 2,114 244 – –
31 December 2023
In thousands of Sterling A$ C$ € NOK US$
Cash and cash equivalents 1,177 9 473 2 2
Trade and other payables – (7) (839) – –
1,177 2 (366) 2 2
The Company has loans and receivables from MHC denominated in foreign currency but the Company is not exposed to fluctuations in foreign
exchange rates in relation to these receivables due to the foreign exchange indemnity agreement entered into between the Company and MHC (see
Note 13).
The significant exchange rates applied during the year ended 31 December 2024 and 31 December 2023 are as follows:
31 December 2024
Average £ Spot rate £
A$ 1
0.516 0.495
C$ 1
0.571 0.555
€1
0.847 0.829
NOK 1
0.073 0.070
US$ 1 0.783 0.798
Notes to the Company Financial Statements continued
For the year ended 31 December 2024
Annual Report 2024 131
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12. Financial risk and capital risk management (continued)
Currency risk (continued)
31 December 2023
Average £ Spot rate £
A$ 1 0.535 0.535
C$ 1 0.596 0.593
€1 0.870 0.867
NOK 1 0.076 0.077
US$ 1 0.804 0.785
The impact of a strengthening or weakening of Sterling against the A$, C$, NOK and US$, as applicable, by 5% as at 31 December 2024 and 31
December 2023 would not have a significant impact on the Company’s statement of comprehensive income and net equity. This assumes that all other
variables, in particular, interest rates, remain constant and ignores any impact of forecast revenues, hedging instruments and other related costs.
Fair values versus carrying amounts
The below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:
– Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.
– Level 2: inputs other than quoted prices included in Level 1, that are observable for the asset or liability, either directly (i.e. as prices) or indirectly
(i.e. derived from prices).
– Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The carrying amounts of cash and cash equivalents, receivables and payables approximates their fair value due to their short-term nature with maturity
of one year or less, or on demand.
The fair value of loans and other receivables from subsidiary and investment in subsidiary, with a total carrying value of £726,363,000 (2023:
£587,906,000), amounts to £979,350,000 (2023: £1,047,000,000). The fair value of these loans receivable and investment in subsidiary is determined by
discounting the future cash flows to be received from such assets using applicable market rates (Level 3).
Capital risk management
The Company’s objective when managing capital is to ensure the Company’s ability to continue as a going concern in order to provide returns to
shareholders and benefits for further stakeholders and to maintain an optimal capital structure. The Company views the share capital (see Note 11) as
capital.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividend paid to shareholders, return capital to
shareholders, avail of additional debt financing, pay down debt, or issue new shares.
The Company regularly reviews compliance with Luxembourg regulations regarding restrictions on minimum capital. During the year, the Company
complied with all externally imposed capital requirements and made no changes in its approach to capital management.
The portfolio continued its strong performance over the reporting period with no material adverse effect on valuation. This strong performance is
primarily as a result of the Company holding a low-risk, 100% availability-style underlying portfolio, coupled with strong stakeholder collaboration
during the reporting period.
13. Related parties and key contracts
Supervisory Board fees
During the year 31 December 2024, the aggregate remuneration paid to the Supervisory Board was £345,000 (2023: £315,000).
Loans and receivables from subsidiary - multicurrency facility agreement
On 1 January 2017, the Company as a lender and MHC as a borrower, entered into a multicurrency credit facility agreement (‘MCF’). Pursuant to this
agreement the Company has and will continue to make available an interest-bearing loan to MHC for the purposes of funding its initial and
subsequent acquisitions of interests in Investment portfolio. The maximum amount that can be withdrawn from the MCF is £680,000,000. The Company
engages a third-party transfer pricing specialist to determine the reasonable ranges of interest rates to be applied on borrowings under the MCF.
Notes to the Company Financial Statements continued
For the year ended 31 December 2024
132 BBGI Global Infrastructure S.A.
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13. Related parties and key contracts (continued)
Loans and receivables from subsidiary - multicurrency facility agreement (continued)
Movements in the MCF during the year are as follows:
In thousands of Sterling
31 December
2024
31 December
2023
1 January 233,673 243,212
Additions 27,486 –
Capitalisation of interest under MCF 93 90
Principal payments received (7,659) (6,408)
Foreign exchange movements (5,431) (3,221)
248,162 233,673
During the year, the finance income from the MCF amounted to £20,204,000 (2023: £20,198,000).
Loans receivable from subsidiary - interest free loan agreements
The Company has entered into various interest free loan agreements (‘IFL’) with MHC, a direct 100% owned subsidiary. These IFLs have a term of one year
with the possibility to extend and to introduce an arm’s length interest rate. The details of the interest free loans receivable from MHC are as follows:
In thousands of Sterling
31 December
2024
31 December
2023
IFL receivable from MHC 123,988 –
Interest and other receivables from subsidiary
The details of the interest and other receivables from subsidiary are as follows:
In thousands of Sterling
31 December
2024
31 December
2023
Interest receivable from MCF 11,907 10,564
Other advances 42 –
Other advances to MHC – 186
11,949 10,750
Foreign exchange indemnity agreement
The Company and MHC have entered into a foreign exchange indemnity agreement (‘Indemnity Agreement’) whereby the Company will indemnify
MHC for any net losses incurred by MHC in relation to foreign exchange movements, including losses incurred on foreign exchange forward contracts.
The agreement also stipulates that where MHC makes a net gain on foreign exchange movements, then it shall pay an equivalent amount to the
Company. As at 31 December 2024, the Company recorded an Indemnity Agreement expense amounting to £1,889,000 (2023: £19,761,000 income).
Support agreement with MHC
The Company and MHC have entered into a support agreement (‘Support Agreement’) whereby MHC provides support and assistance to the Company
with respect to the day-to-day operations. As at 31 December 2024, the Company recorded Support Agreement expenses amounting to £8,805,000
(2023: £7,593,000).
Investment in subsidiary
The movements in the Company’s investment in MHC are as follows:
In thousands of Sterling
31 December
2024
31 December
2023
1 January 354,233 354,233
Return of capital (20) –
354,213 354,233
Notes to the Company Financial Statements continued
For the year ended 31 December 2024
Annual Report 2024 133
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Strategic report of the Management Board
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Notes to the Company Financial Statements continued
For the year ended 31 December 2024
13. Related parties and key contracts (continued)
Investment in subsidiary (continued)
On 29 November 2024, MHC executed a redemption of its outstanding class I shares (the 'Redemption'). The Redemption involved 200 class I shares,
each with a par value of £100. The Redemption price was calculated based on MHC's interim accounts as of 30 September 2024, taking into account
the retained earnings as of 31 December 2023, the net results of MHC for the nine-month period ending 30 September 2024, and the nominal value of
the Class I shares. In accordance with MHC's Articles of Association, the entire Redemption price is allocated to the Class I shares, resulting in the
Company recognizing a gain of £203,727,000 from the return of capital from its subsidiary.
The Company’s investments portfolio, were made and will continue to be made through MHC.
14. Commitments and contingencies
The Company is an obligor under the Group’s Revolving Credit Facility ("RCF"), and as a result has pledged all its current and future financial assets and
shares in its investments in subsidiary.
Based on the provisions of the RCF, where there is a continuing event of default by MHC as borrower, the lenders will, among other things, have the
right to cancel all commitments and declare all or part of utilisations to be due and payable, including all related outstanding amounts, and exercise or
direct the security agent to exercise any or all of its rights, remedies, powers or discretions under the RCF. There was £nil outstanding principal from the
RCF as at the 31 December 2024.
15. Standards issued but not yet effective
A number of new standards and amendments to standards are effective for annual periods beginning after 1 January 2025 and earlier application is
permitted; however, the Company has not early adopted any of the forthcoming new or amended standards in preparing these financial statements.
The Company intends to adopt these new and amended standards, if applicable, when they become effective. The adoption of the below new standard
is not expected to have a significant impact on the Company’s financial statements.
Lack of exchangeability - Amendments to IAS 21
The International Accounting Standards Board ('IASB') issued amendments to IAS 21, The Effects of Changes in Foreign Exchange Rates, to specify how
an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The
amendments also require disclosure of information that enables users of its financial statements to understand how the currency not being
exchangeable into the other currency affects, or is expected to affect, the entity’s financial performance, financial position and cash flows.
16. Events after the reporting period
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 147.5 pence per share ('pps').
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 financial
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 was 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 occurrence 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/
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.
134 BBGI Global Infrastructure S.A.
Graphics
Board Members,
Agents and Advisers
Supervisory Board
– Sarah Whitney (Chair)
– Andrew Sykes (Senior Independent Director)
– June Aitken
– Jutta af Rosenborg
– Christopher Waples
Management Board
– Duncan Ball (Chief Executive Officer)
– Michael Denny (Chief Financial and Operations Officer)
– Andreas Parzych (appointed as of 31 January 2024)
(Executive Director)
– Frank Schramm (retired on 31 January 2024)
Registered Office
6E route de Trèves
L-2633 Senningerberg
Grand Duchy of Luxembourg
Central Administrative Agent,
Depositary and Principal Paying Agent
CACEIS Bank, Luxembourg Branch
(formerly known as CACEIS Investor Services Bank S.A.)
5 Allée Scheffer
L-2520 Luxembourg
Grand-Duchy of Luxembourg
RCS B209310
Corporate Brokers
Jefferies International Limited
100 Bishopsgate
London EC2N 4JL
United Kingdom
EEA based Centralised Securities Depository
LuxCSD S.A.
42 Avenue John F. Kennedy
L-1855 Luxembourg
Grand Duchy of Luxembourg
Auditors
PricewaterhouseCoopers, Société cooperative
2 rue Gerhard Mercator
B.P. 1443
L-1014 Luxembourg
Grand Duchy of Luxembourg
Depository, Receiving Agent and UK Transfer Agent
MUFG Corporate Markets Trustees (UK) Limited (‘MUFG’)
(formerly known as Link Market Services Trusteees Limited)
Central Square
29 Wellington Street
Leeds
LS1 4DL
United Kingdom
Corporate Brokers
Winterflood Securities Limited
Riverbank House
2 Swan Lane
London EC4R 3GA
United Kingdom
LuxCSD Principal Agent
Banque Internationale à Luxembourg S.A.
69 route d’Esch
Office PLM 018A
L-2953 Luxembourg
Grand Duchy of Luxembourg
Registre de Commerce et des Sociétés Luxembourg B163879
Listing Chapter 15 premium listing, closed-ended investment company
Trading Main Market
ISIN LU0686550053
SEDOL B6QWXM4
Ticker BBGI
Indices FTSE 250, FTSE 350, FTSE 350 High Yield and FTSE All-Share
Annual Report 2024 135
Corporate governanceStrategic report
Financial statements
Strategic report of the Management Board
Graphics
Glossary
AIC
The UK Association of Investment Companies,
the trade association for closed-ended
investment companies in the UK
AGM
Annual General Meeting of the Company’s
shareholders
AIC Code
The 2019 AIC Code of Corporate Governance
AIC SORP
Standard of Recommended Practices issued by
the AIC
AIF
Alternative Investment Fund
AIFM Law/2013 Law
The Luxembourg amended law of 12 July 2013
on Alternative Investment Fund Managers
AIFMD
EU Alternative Investment Fund Managers
Directive
APM
Alternative Performance Measures, are
understood as a financial measure of historical
or future financial performance, financial
position, or cash flows, other than a financial
measure defined or specified under IFRS
Availability-style
Availability-style, unlike ‘demand-based’ means
that revenues are paid provided the asset is
available for use
BBGI/Company
BBGI Global Infrastructure S.A.
BCI
British Columbia Investment Management
Corporation
CAPM
Capital Asset Pricing Model
Carbon neutral
A state where the residual GHG emissions have
been balanced out by financing activities that
remove atmospheric CO₂ (‘offsets’)
Circular 18/698
CSSF circular 18/698, published 23 August 2018,
concerning Authorisation and organisation of
investment fund managers incorporated under
Luxembourg law; Specific provisions on the fight
against money laundering and terrorist financing
applicable to investment fund managers and
entities carrying out the activity of registrar agent
Concession asset
Concession assets are assets where the asset
returns to the public client at the end of the
contract
Corporate Emissions
GHG emissions that pertain to our business
activities
CSSF
Commission de Surveillance du Secteur Financier,
the public institution that supervises the
professionals and products of the Luxembourg
financial sector, including the Company
CPI
Consumer Price Index
Delisting Date
The date on which the listing of the BBGI shares
on the Official List maintained by the FCA and
trading of the BBGI shares on the Main Market
of the London Stock Exchange is cancelled
DORA
The EU Digital Operational Resilience Act
DTR
The UK Disclosure Guidance and Transparency
Rules
ECL
Expected Credit Losses
EIR
Effective Interest Rate
ESA
The three European Supervisory Authorities,
comprising the European Banking Authority; the
European Insurance and Occupational Pensions
Authority; and the European Securities and
Markets Authority
ESG
Environmental, Social and Governance
ESMA
European Securities and Markets Authority
FCA
The UK Financial Conduct Authority
Financed Emissions
GHG emissions from our investments
FRC
Financial Reporting Council, the UK’s regulator
of auditors, accountants and actuaries, and
responsible for setting the UK’s Corporate
Governance and Stewardship Codes
FRC Code
The UK Corporate Governance Code 2018
GDP
Gross Domestic Product
GHG
Greenhouse Gas
Group
The Company and its subsidiaries
ICT
Information and Communication Technologies
IFRS
International Financial Reporting Standards as
adopted by the European Union
Investments at FVPL
Investments at fair value through profit or loss
IPO
Initial Public Offering
KPI
Key Performance Indicator
LIBOR
London Interbank Offered Rate
LIFT
The UK’s Local Improvement Finance Trust
Lock-up
In a PPP project, a lock-up period refers to a
contractual restriction that prevents equity
holders from distributing profits or dividends to
ensure financial stability and reinvestment in
the project during its critical phases
LTIP
Long-Term Incentive Plan
Management Board
The Executive Directors of the Company
NAV
Net Asset Value
NED
Independent Non-Executive Director, a member
of the Supervisory Board
NPPR
The UK’s National Private Placement Regime
NZAM
The Net Zero Asset Managers Initiative
O&M
Operation and Maintenance
Offsets
Removing CO
2
from the atmosphere, by
financing projects which are either creating
natural carbon dioxide sinks or technology that
captures carbon dioxide from the air. The
long-term removals must be measurable,
verifiable, permanent and additional. Offsets
cannot be done in isolation to combat climate
change, they must be supported by science-
based targets and GHG reduction pathways
OGC
Ongoing Charges
Pathways
Net zero pathways show how much and how
quickly companies need to reduce their GHG
emissions to reach their science-based GHG
reduction targets
PFI
Private Finance Initiative
PPP
Public Private Partnership
136 BBGI Global Infrastructure S.A.
Graphics
Cautionary Statement
Certain sections of this Annual Report,
including, but not limited to, the Chair’s
Statement and the Strategic Report of the
Management Board, have been prepared
solely to provide additional information to
shareholders to assess the Group’s strategies
and the potential for those strategies to
succeed. This additional information should
not be relied on by any other party or for any
other purpose.
These sections may include statements that
are, or may be deemed to be, ‘forward-
looking statements’. These forward-looking
statements can be identified using forward-
looking terminology, including the terms:
‘believes’, ‘estimates’, ‘anticipates’, ‘forecasts’,
‘projects’, ‘expects’, ‘intends’, ‘may’, ‘will’ or
‘should’ or, in each case, their negative or
other variations or comparable terminology.
These forward-looking statements include
matters that are not historical facts. They
appear throughout this document and include
statements regarding the intentions, beliefs or
current expectations of the Management and
Supervisory Boards concerning, among other
things, the investment objectives and
investment policy, financing strategies,
investment performance, results of operations,
financial condition, liquidity, prospects and
distribution policy of the Group, and the
markets in which it invests.
By their nature, forward-looking statements
involve risks and uncertainties because they
relate to events and depend on circumstances
that may or may not occur in the future.
Forward-looking statements are not a
guarantee of future performance. The Group’s
actual investment performance, results of
operations, financial condition, liquidity,
distribution policy and the development of its
financing strategies may differ materially from
the impression created by the forward-looking
statements contained in this document.
Subject to their legal and regulatory
obligations, the Management and Supervisory
Boards expressly disclaim any obligations to
update or revise any forward-looking
statement contained herein to reflect any
change in expectations with regard thereto or
any change in events, conditions, or
circumstances on which any statement is
based.
In addition, these sections may include target
figures and guidance for future financial
periods. Any such figures are targets only and
are not forecasts.
This Report has been prepared for the Group,
and therefore gives greater emphasis to those
matters that are significant to BBGI Global
Infrastructure S.A. and its subsidiaries when
viewed as a whole.
Glossary continued
PwC
PricewaterhouseCoopers société cooperative,
the Company’s External Auditor
RCF
Revolving Credit Facility for up to £150 million,
with the possibility of increasing the quantum
to £250 million by means of an accordion
provision, and matures in May 2028
RPI
Retail Price Index
Science-based targets
Targets adopted by companies to reduce
GHG emissions are considered ‘science-based’
if they follow a pathway that is consistent with
the latest climate science and keeping warming
to below 1.5°C
SDG, SDGs
The UN Sustainable Development Goals
SFDR
Sustainable Finance Disclosure Regulation
Social Infrastructure
Social infrastructure refers to public
infrastructure assets and services. It includes
education, healthcare, civic infrastructure (fire,
police, modern correctional facilities, municipal
and administrative buildings), affordable
housing, clean energy and transport
infrastructure assets. In exchange for providing
these assets and services, BBGI receives a
revenue stream that is paid directly by the
public sector.
SONIA
Sterling Overnight Index Average
STIP
Short-Term Incentive Plan
Supervisory Board
The independent Non-Executive Directors
of the Company
TCFD
Task Force on Climate-Related Financial
Disclosures
TSR
Total Shareholder Return
UNGC
UN Global Compact
Annual Report 2024 137
Corporate governanceStrategic report
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www.bb-gi.com
Registered Office:
6E route de Trèves
L-2633 Senningerberg
Grand Duchy of Luxembourg