ANTIN // 2021 Universal Registration Document

CORPORATE GOVERNANCE 2 Board of Directors

2.3.4 Independent Directors

As AIP US only provides investment advice to AIP UK in relation to investments in North America (and indirectly to AIP SAS, through AIP UK which advises AIP SAS in respect of investments in North America), the approval of AIP US’ statutory financial statements does not entail any valuation of portfolio investments. Investment advice provided to AIP UK (and indirectly to AIP SAS) is not approved at the level of the Board of Managers and AIP US does not make any investment decision relating to investments made by the Antin Funds, such decisions being made by the Investment Committee. From October 2018 to July 2021, the Board of Managers of AIP US was composed of Mr. Ramon de Oliveira, Mrs. Mélanie Biessy and Mr. Kevin Genieser. Mr. Ramon de Oliveira brought to the Board of Managers his extensive experience in corporate governance and organisation. After a long career at the highest level in finance, Mr. Ramon de Oliveira holds (or held) non-executive positions in major financial institutions such as AXA (independent Director), AllianceBernstein Corporation (non-executive Chairman) and Equitable Holdings, Inc. (non-executive Chairman). Mr. Ramon de Oliveira was not an employee of AIP US and did not (and currently does not) hold any executive duties within AIP US or other entities of Antin. His role within AIP US represented a minor part of his professional activity and he did not receive any compensation in respect thereof. Since July 2021, Mr. Ramon de Oliveira has been replaced by Mr. Guillaume Friedel as a member of the Board of Managers of AIP US. Given the above, the Board of Directors considered that this past mandate was not, in any case, likely to interfere with the freedom of judgement of Mr. Ramon de Oliveira; 3 Mr. Russell Chambers performed advisory functions for AIP SAS from 26 November 2020 to 26 September 2021. Mr. Russel l Chambers provided senior level advice in connection with the IPO. In practice, his mission has consisted in reflecting and anticipating investor expectations, to the exclusion of any substantive work relating to the execution of the IPO, including the preparation of the business plan, equity story or valuation. As part of the IPO and its execution, AIP SAS was assisted by other advisors, each of such advisors benefitting from the experience of numerous experts and playing a leading role in the preparation of the IPO. Mr. Russell Chambers received a compensation of £125,000 under this Advisory Agreement and a discretionary success fee of £200,000. Such amounts represent a non-significant part of the costs and fees incurred in connection with the IPO. Furthermore, Mr. Russell Chambers holds numerous offices and positions outside Antin and the compensation in relation to his work for Antin does not constitute the most significant part of his income. Mr. Russell Chambers has a career of 30 years in financial services outside Antin, and holds (or held) positions in Russell Chambers Ltd, GCP Student Living PLC (publicly traded on the LSE), ServiceNow, Bain Capital and Teneo. Given the above, the Board of Directors considered that these advisory functions are not likely to interfere with the freedom of judgement of Mr. Russell Chambers. To the Company’s knowledge, as of the date of this Universal Registration Document, there are no agreements or undertakings of any kind with shareholders, Fund Investors, suppliers or others pursuant to which any member of the Board of Directors or officers has been appointed to such position. For each appointment of a Director, the Board of Directors evaluates independence with regard to the criteria set out above and confirms whether the applicant has significant business relations with Antin. An independence review is then carried out on an annual basis.

Independence criteria A Director is independent when he or she has no relationship of any kind whatsoever with the Company, Antin or its management that may inter fere with his or her freedom of judgment. The AFEP-MEDEF Code sets out six criteria for determining the independence of Directors. According to these criteria, a Director must not: 3 be, nor have been, within the previous five years: (i) an employee or executive officer of the Company; (ii) an employee, executive officer or Director of an entity within Antin; or (iii) an employee, executive officer or Director of the Company’s parent company or a company consolidated within the scope of the parent company; 3 be an executive officer of a company in which the Company holds a directorship, directly or indirectly, or in which an employee appointed as such or an executive officer of the Company (currently in office or having held such office within the last five years) holds a directorship; 3 be a customer, supplier, commercial banker, investment banker or consultant (i) that is significant to the Company or Antin; or (ii) for which the Company or Antin represents a significant portion of its activities. An evaluation of the significance or otherwise of the relationship with the Company or Antin must be discussed by the Board. The criteria leading to such an evaluation (continuity, economic dependence, exclusivity, etc.) must be detailed in the Company’s corporate governance report; 3 be related by close family ties to an officer of the Company; 3 have been an auditor of the Company within the previous five years; and 3 have been a Director of the Company for more than twelve years. A non-executive officer cannot be considered independent if he or she receives variable compensation in cash or in the form of securities or any compensation linked to the performance of the Company or Antin. In addition, Directors representing major Shareholders of the Company or its parent company may be considered independent, provided these Shareholders do not take part in the control of the Company. Nevertheless, beyond a 10% threshold in capital or voting rights, the Board, upon a report from the Nomination and Compensation Committee, should systematically review the qualification of a Director as independent in light of the make-up of the Company’s capital and the existence of a potential conflict of interests. Evaluation of the independence of Directors Based on the foregoing criteria, the Board of Directors believes that four Directors, Russell Chambers, Ramon de Oliveira, Lynne Shamwana and Dagmar Valcarcel are independent Directors. The following elements were reviewed by the Board: 3 Mr. Ramon de Oliveira held the position of Manager on the Board of Managers of AIP US from October 2018 until July 2021. The Board of Managers of AIP US, whose role is similar to that of the Board of Directors of a French société anonyme , is the corporate body in charge of taking all the decisions regarding the operation and management of AIP US in accordance with Delaware general corporation law, including notably the approval of the budget and statutory financial statements and the payment of any distribution.

46 ANTIN INFRASTRUCTURE PARTNERS S.A. - UNIVERSAL REGISTRATION DOCUMENT 2021