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MEIF Macquarie European Infrastructure Funds

MEIF» About MIRA» Governance

About MIRA

Governance

Macquarie Infrastructure and Real Assets (Europe) Limited (MIRAEL) governance

The governance structure that Macquarie Infrastructure and Real Assets (Europe) Limited (MIRAEL) applies to the funds it manages is outlined below.

An Investment Committee staffed by senior employees of Macquarie Infrastructure and Real Assets (MIRA) is responsible for making recommendations regarding investment decisions for the funds.

Day-to-day management of the funds’ affairs is delegated to senior MIRA staff including industry specialists with skills and experience specific to the businesses within the funds’ portfolio. They are supported by MIRA staff working in sector-based teams such as airports, toll roads and communications. Additional teams of professional staff oversee specific functions including legal, company secretarial, compliance, finance, taxation, corporate communications and investor relations.

An Advisory Panel, a consultative body made up of individuals with experience in areas that fall into the funds’ investment focus, provides advice to the MIRAEL from time to time on a range of industry sub-sectors and European jurisdictions. The role of the Advisory Panel is to:

provide an external viewpoint on strategic and commercial issues
provide valuable local input in relation to investments and the countries where they are located
identify investment opportunities and facilitate the investment process.

An Investors’ Prudential Review Committee (IPRC), comprised of a number of the funds’ major investors, provides a forum for communication with MIRAEL and to approve certain matters. The role of the IPRC includes:

approving any related-party transactions proposed by MIRAEL (including on a standing basis) by confirming that such transactions are on an arm’s-length basis
approving the appointment of the independent auditors of the fund
approving any variations to a funds’ investment policy and investment restrictions.

MIRAEL is resourced by executives of Macquarie Group. Its Directors are:

As manager of Macquarie’s European funds, MIRAEL’s role includes:

sourcing, assessing and negotiating potential investments
managing the funds’ investments, including appointing representatives to the boards of portfolio companies where appropriate
determining appropriate liquidity strategies for the funds
identifying and assisting with strategic enhancements within portfolio companies.

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