Responsible
investing
Through active stakeholder
engagement combined with the
integration of environmental,
social and corporate governance
considerations throughout the
investment process.
RM Infrastructure Income PLC
Annual Report & Accounts
for the year ended 31 December 2022

Contents
Strategic report Page
About us 1
Portfolio at a glance 2
Market 7
Company objectives 8
Sector objectives 9
Chair’s statement 11
Investment Manager’s report 14
Investment policy, results and other information 17
Risks and risk management 19
Stakeholder engagement 22
Environmental, Social and Governance (“ESG”) 25
Governance
Directors’ report 28
Corporate governance 34
Directors’ remuneration report 40
Report of the Audit and Management Engagement Committee 42
Directors’ responsibility statement 44
Independent Auditor’s report 45
Financial statements
Company statement of comprehensive income 54
Statement of financial position 55
Statement of changes in equity 56
Statement of cash flows 57
Notes to the financial statements 59
Other information
Alternative Performance Measures (“APMs”) 78
Glossary 81
Directors, Investment Manager and Advisers 83
Notice of Annual General Meeting 84
Notes to Notice of Annual General Meeting 86
Form of Proxy 89
RM Infrastructure Income PLC
Annual Report & Accounts 2022
rm-funds.co.uk

28.0% of GAV
CBILS* and RLS** loans
1
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report >
Governance
Financial statements
Other information
Portfolio at a glance
Market
Company and sector objectives
Chair’s statement
Investment Manager’s report
Investment policy, results and other information
Risks and risk management
Stakeholder engagement
ESG
About us
RM Infrastructure Income plc (“RMII” or the “Company”) aims to
generate attractive and regular dividends through investment in
secured debt instruments of UK Small and Medium sized
Enterprises (“SMEs”) and mid-market corporates including any
loan, promissory notes, lease, bond, or preference share (such
debt instruments, as further described on page 17, being “Loans”)
sourced or originated by RM Capital Markets Limited (the
“Investment Manager”) with a degree of inflation protection
through index-linked returns where appropriate.
6.5p
Dividend pence per share
59.1% of NAV
Portfolio exposure to
Social & Environmental
Infrastructure sectors
0.975x
Dividend cover
5.0%
NAV Total Return
£126.1m
Gross assets
Company highlights (as at 31 December 2022)
*Coronavirus Business Interruption Loan Scheme ** Recovery Loan Scheme

Operational highlights
> Diversified portfolio with gross assets of £126.1 million invested across 37 loans and one
wholly owned asset, across 12 sectors and 16 sub-sectors
> RM Funds further accreditation by the British Business Bank as an accredited lender for the
RLS with RMII as a funding partner: 28% of the portfolio invested into partially government
guaranteed CBILS & RLS eligible loans
> Approximately 59.1% of the portfolio NAV is committed to Social & Environmental
Infrastructure sectors reflecting an increase of 8.3% over 2022, with a strong pipeline and
expectation that further allocations to these areas in 2023 will continue to increase as the
portfolio’s maturing investments are recycled within those core sectors
> A short dated, high yielding portfolio that has outperformed many other fixed income
comparables during 2022
2
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Year ended Year ended
Financial information 31 December 2022 31 December 2021
Gross asset value (£’000)
1
£126,076 £130,821
Net Asset Value (“NAV”) (£’000) £108,805 £111,250
NAV per Ordinary Share (pence) 92.49p 94.41p
Ordinary Share price (pence) 85.00p 95.00p
Ordinary Share price (discount)/premium to NAV
1
(8.1%) 0.6%
Ongoing charges
1
1.86% 1.92%
Gearing (net)
1
13.1% 14.6%
Performance summary % change
2,4
% change
3,4
Total return – Ordinary Share NAV and dividends
1
+5.0% + 7.6%
Total return – Ordinary Share price and dividends
1
+3.7% + 16.7%
1. These are Alternative Performance Measures (“APMs”).
2. Total returns for the year to 31 December 2022, including dividend reinvestment.
3. Total returns for the year to 31 December 2021, including dividend reinvestment.
4.Source: Bloomberg.
Alternative Performance Measures (“APMs”)
The financial information and performance summary data highlighted in the footnote to the
above tables are considered to represent APMs of the Company. Definitions of these APMs
together with how these measures have been calculated can be found on pages 78 to 80.
As at 20 April 2023, the latest date prior to the publication of this document,
the Ordinary Share price was 79p per share and the latest published NAV was
92.10p per share as at 31 March 2023.
Portfolio at a glance
Financial highlights

3
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report >
Governance
Financial statements
Other information
Portfolio at a glance
Market
Company and sector objectives
Chair’s statement
Investment Manager’s report
Investment policy, results and other information
Risks and risk management
Stakeholder engagement
ESG
9.3%
38.9%
51.8%
Social Infrastructure
Environmental Infrastructure
Other (Non Core)
40.00p
0.00p
10.00p
20.00p
30.00p
4.20p
6.50p
7.025p
2017 2018 2019 2020 20222021 Achieved Target
6.50p
6.50p
6.50p 37.225p
36.5p
40
-20
-10
0
10
20
30
RMII Share Price Total Return of: 25%
RMII NAV Total Return of: 37%
S&P Global Leveraged Loan Index GBP Hedged Total Return of: 10%
Jan 17
Dec 19
Dec 18
Dec 20
Dec 22Dec 21
Investment portfolio since inception
Distribution record
% Total returns to date
Hotel: 26.3%
Student accommodation: 14.6%
Care home: 17.9%
Health and well-being: 7.3%
Specialist care: 3.5%
Auto parts manufacturer: 8.0%
Other manufacturing: 0.6%
Construction: 3.1%
Energy efficiency: 2.8%
Childcare: 2.4%
Ports business: 1.4%
Restaurant: 0.6%
School: 0.4%
Wealth management: 0.4%
Renewable heat incentive: 0.2%
Manufacturing
Hotel & Leisure
Healthcare
Other
Accommodation
Asset backed lending: 10.5%
Asset Backed Lending
26%
15%
29%
11%
9%
10%
Manufacturing
Hotel & Leisure
Healthcare
Other
Accommodation
Asset Backed
Lending
Fund performance since inception
Sector breakdown (as at 31 December 2022)
48.2% of portfolio to
date invested in
ongoing focus sectors

4
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Portfolio at a glance
continued
Portfolio (as at 31 December 2022)
Largest 10 loans by drawn amounts across the entire portfolio
37
Number of loans
9.21%
Average yield
Investment type Valuation† Percentage of
Business activity (Private/Public/Bond) £’000 gross asset (%)
Asset finance Private Loans 12,690 10.10
Hotel Private Loans 9,630 7.60
Automotive parts manufacturing Private Loans 8,410 6.70
Care home Private Loans 8,118 6.40
Gym franchise Private Loans 7,820 6.20
Hotel Private Loans 5,479 4.30
Student Accommodation Private Loans 4,955 3.90
Care home Private Loans 4,943 3.90
Hotel Private Loans 4,589 3.60
Healthcare Bond 4,429 3.50
Ten largest holdings 71,063 56.20
Other private loan investments 41,105 32.70
Wholly owned asset 3,593 2.90
Bond investments 4,208 3.30
Total holdings 119,969 95.10
Other net current assets 6,110 4.90
Gross assets* 126,079 100.00
* The Company’s gross assets comprise the net asset values of the Company’s Ordinary Shares and the Bank loan, calculation can be found on page 78.
† Valuation conducted by external Valuation Agent.

5
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report >
Governance
Financial statements
Other information
Portfolio at a glance
Market
Company and sector objectives
Chair’s statement
Investment Manager’s report
Investment policy, results and other information
Risks and risk management
Stakeholder engagement
ESG
Full portfolio (as at 31 December 2022)
Loan Borrower Business Market
ref# name Deal type Sector description Nominal (£) value (£) Valuer Payment
88 Private Loan - SPV Bilateral Loan Healthcare Care home 12,833,220 12,689,910 V Agent Cash
39 Beinbauer Syndicated Loan Manufacturing Auto Parts Manufacturer 9,663,522 9,629,584 V Agent PIK/Cash
66 Private Loan - SPV Bilateral Loan Hotel & Leisure Hotel 8,504,440 8,410,122 V Agent Cash
60 Private Loan - SPV Bilateral Loan Asset Backed Lending Asset Backed Lending 8,193,916 8,117,971 V Agent Cash
76 Gym Franchise Bilateral Loan Healthcare Health and Well-being 7,962,055 7,820,003 V Agent Cash
67 Private Loan - SPV Bilateral Loan Hotel & Leisure Hotel 5,540,560 5,479,113 V Agent Cash
15 Voyage Care Bond Healthcare Specialist Care 5,000,000 4,208,334 External Cash
80 Private Loan - SPV Bilateral Loan Hotel & Leisure Hotel 5,000,000 4,085,178 V Agent Cash
82 Private Loan - SPV Bilateral Loan Healthcare Care home 5,000,000 4,954,904 V Agent Cash
86 Private Loan - SPV Bilateral Loan Hotel & Leisure Hotel 5,000,000 4,942,918 V Agent Cash
89 Private Loan - SPV Bilateral Loan Accommodation Student accommodation 5,000,000 4,589,466 V Agent Cash
79 Private Loan - SPV Bilateral Loan Construction Construction 4,500,000 3,676,660 V Agent Cash
61 Private Loan - SPV Bilateral Loan Asset Backed Lending Asset Backed Lending 4,469,939 4,428,509 V Agent Cash
12 Private Loan - SPV Bilateral Loan Accommodation Student accommodation 4,422,500 4,422,500 V Agent Cash
73 Private Loan - SPV Bilateral Loan Hotel & Leisure Hotel 4,000,000 3,938,378 V Agent Cash
84 Private Loan - SPV Bilateral Loan Accommodation Student accommodation 4,000,000 3,958,630 V Agent Cash
68 Equity Equity Accommodation Student accommodation 3,600,000 3,592,800 V Agent N/A
62 Trent Capital Bilateral Loan Energy Efficiency Energy Efficiency 3,011,643 2,859,658 V Agent PIK
83 Private Loan - SPV Bilateral Loan Healthcare Care home 2,796,462 2,771,240 V Agent Cash
92 Private Loan - SPV Bilateral Loan Hotel & Leisure Hotel 2,458,629 2,008,787 V Agent Cash
58 Private Loan - SPV Bilateral Loan Hotel & Leisure Hotel 2,401,638 1,746,076 V Agent PIK
95a Private Loan - SPV Bilateral Loan Childcare & Education Childcare 2,381,061 2,376,299 V Agent Cash
71 Euroports Syndicated Loan Transport Assets Ports business 1,770,695 1,664,453 External Cash
69 Private Loan - SPV Bilateral Loan Hotel & Leisure Hotel 937,500 889,924 V Agent Cash
74 Private Loan - SPV Bilateral Loan Accommodation Student accommodation 930,000 915,870 V Agent Cash
87 Private Loan - SPV Bilateral Loan Commercial Property Restaurant 782,623 773,253 V Agent Cash
96 Private Loan - SPV Bilateral Loan Manufacturing Other Manufacturing 700,000 695,881 V Agent Cash
63 Trent Capital (Fusion) RF Bilateral Loan Energy Efficiency Energy Efficiency 699,545 199,972 V Agent PIK
76.1 Gym Franchise Bilateral Loan Healthcare Health and Well-being 660,838 649,048 V Agent PIK
97a Private Loan - SPV Bilateral Loan Healthcare Care home 680,460 680,460 V Agent Cash
78 Private Loan - SPV Bilateral Loan Energy Efficiency Energy Efficiency 500,000 398,748 V Agent Cash
81 Private Loan - SPV Bilateral Loan Finance Wealth Management 500,000 494,848 V Agent Cash
95b Private Loan - SPV Bilateral Loan Childcare & Education Childcare 476,212 475,260 V Agent Cash
91 Private Loan - SPV Bilateral Loan Childcare & Education School 450,000 450,000 V Agent Cash
97b Private Loan - SPV Bilateral Loan Healthcare Care home 420,115 420,115 V Agent Cash
94a Gym Franchise Bilateral Loan Healthcare Health and Well-being 286,391 276,920 V Agent Cash
52 Private Loan - SPV Bilateral Loan Clean Energy Renewable heat incentive 165,121 164,256 V Agent Cash
9 Private Loan - SPV Bilateral Loan Clean Energy Renewable heat incentive 114,218 113,604 V Agent Cash
Total 125,813,302 119,969,650

6
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Portfolio at a glance
continued
Fixed
87%
Floating
13%
Senior
35%
CBILS/RLS Guarantee
28%
Junior
23%
Hold Co
14%
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Coupon
Ranking
Portfolio statistics
1
(as at 31 December 2022)
Portfolio analysis (as at 31 December 2022)
Portfolio focused on relatively short dated high yielding fixed rate loans with 95% of the portfolio loan tenor sub 5 years.
Investments ranking
1
Senior: 35%
Junior: 23%
Hold Co: 14%
Fixed: 87%
Floating: 13%
Index-linked: 0%
< 7.5% yield: 12%
7.5-9.5% yield: 58%
> 9.5% yield: 30%
0-3 years: 92%
3-5 years: 8%
> 5 years: 0%
Coupon type
Annualised yield Weighted average life
1. Including wholly owned asset

7
Market
800
700
600
500
400
300
200
Jan 22
Mar 22
Feb 22
Apr 22
M
ay 22
Jun 22
Jul 22
Aug 22
Sep 22
Oct 22
N
ov 22
Dec 22
Spread, basis points
The Markit iTraxx Europe Crossover index
comprises 75 equally weighted credit default
swaps on the most liquid sub-investment grade
European corporate entities. This is the most liquid
reference point for high yield credit in Europe.
Spreads opened the year at 240bps and widened
throughout the year, peaking at about 675bps in
late September before retracing to close at c
475bps at the year end.
Market environment
A very challenging macro environment persisted throughout the year. The key driver was inflationary
pressure which was exacerbated by the Russian invasion of Ukraine in the spring. Central banks then started
their tightening phase with the Bank of England raising interest rates 9 times during the year to the highest
levels seen in 14 years. Credit spreads were also volatile with two spikes during the year seen after the initial
days of the Russian invasion and then after the poorly received “mini–budget” in September. In conjunction
with widening credit spreads, underlying government bond yields rose dramatically with 5 year UK Gilt
yields rising from 0.80% to finish the year at circa 3.6%, 280bps higher. This caused fixed income as an
asset class to have a very poor year as the absolute level of spread and yield widening from such a low initial
base meant that any instrument with duration and any credit exposure saw material declines in value.
Market opportunities
The focus of the strategy remains on relatively short-dated lending. The widening seen over the last 12 months
in credit spreads combined with the increase in underlying UK Gilt yields means there are opportunities to
increase the coupons charged. Such new lending is also targeting senior secured loans thus seeking to improve
the overall credit quality of the portfolio.
Markit iTraxx Europe Crossover index
7
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report >
Governance
Financial statements
Other information
Portfolio at a glance
Market
Company and sector objectives
Chair’s statement
Investment Manager’s report
Investment policy, results and other information
Risks and risk management
Stakeholder engagement
ESG

8
RM Infrastructure Income PLC
Annual Report & Accounts 2022
> Diversification: the Company shall seek to meet
its investment objective by investing into a
diversified portfolio of Loans
> 37 loans and one wholly owned asset
across 12 sectors
Company objectives
Objectives KPIs
Objectives KPIs
> Stable income for investors: targeting 6.5 pence
per share dividend annually for investors
> 6.5 pence dividend declared or paid for
full year 2022
Total dividends paid from inception to date
37.225p versus 36.50p target
> Integrate ESG considerations into the
investment processes
> RM Funds have a Responsible Investment
Policy and are signatories to the Principles
for Responsible Investing (“PRI”)
> Impact Goal: to meet the funding needs
of quality businesses who make a
meaningful, positive contribution towards
social and environmental outcomes that are
linked to specific Sustainable Development
Goals (“SDGs”)
> Impact outcomes have increased as
measured by average portfolio impact
score rising over time
Financial
Environmental, social and governance

9
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report >
Governance
Financial statements
Other information
Portfolio at a glance
Market
Company and sector objectives
Chair’s statement
Investment Manager’s report
Investment policy, results and other information
Risks and risk management
Stakeholder engagement
ESG
Sector objectives
Social infrastructure
Environmental infrastructure
Linking ESG & Impact to Investment Sectors
Key sectors
Investible impact areas
These areas are attractive from a lending
perspective as they have a combination of
demographic and regulatory support for their
demand and in addition typically have tangible
asset backing. There is no specialist debt vehicle
set up to lend into these sectors and the lack of
funding offers a considerable opportunity.
Impact outcomes:
> Improving supply of quality, affordable
housing and accommodation
> Improving quality and availability of
childcare and education services
> Improving quality and accessibility
of health and social care services
Impact outcomes:
> Improving availability of sustainable
energy solutions
> Improving recycling, waste and
sustainable water use solutions
> Improving sustainability of buildings
and transport
Healthcare Childcare &
Education
Accommodation
Clean Energy
& Renewables
Waste
Management
Energy
Efficiency &
Carbon Reduction
Our focus
RMII now seeks to focus on two investable
impact areas with six sectors for new
capital allocations in order to make positive
contribution to achieving specific SDG outcomes
in the UK: to date RMII has committed 59% of
its capital to these sectors; Social infrastructure
and Environmental infrastructure.

Case study: Barnes Day Care
Overview
RMII provided Utsaha Education (“Utsaha”), an international nursery operator, with a c.£3m
corporate senior secured facility in June 2022. The Facility enabled Utsaha to acquire its first
UK-based nursery, Barnes Day Care, a 30-children nursery in South-West London. Utsaha
holds extensive experience in the nursery sector, having previously invested in south-east
Asia cities, predominantly in Singapore, and now looking to expand their footprint in the
under-served UK market.
Utsaha’s business model is providing high quality childcare in a welcoming homely
environment and has strategically partnered with RMII to secure its capital requirements
for its expansionary strategy in the UK market.
30
Capacity: 30 children
London
Location Ofsted rating
10
RM Infrastructure Income PLC
Annual Report & Accounts 2022

11
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report >
Governance
Financial statements
Other Information
Portfolio at a glance
Market
Company and sector objectives
Chair’s statement
Investment Manager’s report
Investment policy, results and other information
Risks and risk management
Stakeholder engagement
EGG
Introduction
On behalf of the Board of Directors (“the Board”), I am pleased to present
RM Infrastructure Income plc’s (“RMII” or “the Company”) Annual Report
& Accounts for the year ended 31 December 2022.
This year marks the sixth year since the Company’s Initial Public
Offering (“IPO”) on the London Stock Exchange in December 2016 and
was particularly challenging given significant movements seen in credit
and interest rate markets. The rise in energy prices over parts of the
year, due to the Russian invasion of Ukraine, was staggering and it is
welcome that we are now seeing prices normalise, albeit at elevated
levels. Further pressure was put on the UK gilt market in late
September by the “mini-budget” and risk-free rates, as represented
by UK government bond yields, rose significantly. Our portfolio was
structured to mitigate against such interest rate risk, and it is
therefore very pleasing to see significant outperformance of the
share price percentage total return versus more liquid loan and
bond market benchmarks.
The year saw the Net Asset Value (“NAV”) per Ordinary Share of the
Company fall slightly as fair value markdowns were taken during the
period. As in 2020 during the Covid period, we believed it was sensible
to take fair value markdowns given the heightened levels of risk and
the increase in risk free rates as well as credit spreads over the year.
Our expectations are that some of these fair value markdowns, will be
released during 2023 as the Investment Manager has made good
progress with the enhanced monitoring loans, which have reduced
over the period from three to one.
Income generation and NAV performance
In the six years since listing, the Company has returned to
Shareholders 37.225 pence per Ordinary Share in dividends which have
been entirely covered by earnings. During 2022 the dividend was
covered by 0.975x with income, and we dipped into accrued revenue
reserves in order to pay the dividend. This dividend cover is forecast to
increase, as a higher net interest income from the portfolio is expected
during 2023. Given the increase in government bond yield and credit
spreads the Company can now make new loans at higher coupon rates
which will feed through into higher gross revenue. This means that
absent of any increase in credit losses, the Company is seeking to pay
a higher dividend than the previous stated target of 6.5 pence per
Ordinary Share for 2023 and beyond whilst these favourable
conditions persist. The current range that the Investment Manager is
indicating to the Board is that there will be sufficient income to pay a
dividend of at least 7 pence per Ordinary Share which will equate to a
current yield of 8.24% versus the year end share price.
Chair’s statement
This year marks the sixth year since the Company’s Initial Public Offering
(“IPO”) on the London Stock Exchange in December 2016 and was
particularly challenging given significant movements seen in credit and
interest rate markets.
37.22%
Inception to 31 December 2022 /
NAV Total return
37.225p
Total dividend declared or paid /
inception to 31 December 2022
92.49p
NAV as at 31 December 2022

12
RM Infrastructure Income PLC
Annual Report & Accounts 2022
On the 1 March 2023, the Company declared a fourth interim dividend
for the year of 1.625 pence per Ordinary Share paid on the 31 March
2023, thus total dividends of 6.5 pence per Ordinary Share were paid
for the year ended 31 December 2022.
At 31 December 2022, the published
NAV
per share was 92.49 pence
per Ordinary Share (31 December 2021: 94.41 pence). The NAV
percentage per Ordinary Share Total Return for the year was +5.0%
(2021: 7.6%) and annualised over 2021 and 2022 gives a +6.29% per
annum NAV
Total Return. Since inception the NAV
percentage Total
Return on an annualised basis has been +5.49%.
Returns to Shareholders
The closing mid-market share price on 31 December 2022 was
85 pence per Ordinary Share compared with 95 pence per Ordinary
Share as of 31 December 2021. The 10 pence per Ordinary Share
decrease, combined with dividends, means the total percentage
share price return for the year was +3.75% (2021: +16.7% and since
IPO
to date +24.74%).
On 31 December 2022, the share price discount to
NAV
was 8.1% which
is slightly higher than the 6% maximum target and as a result there were
share buy backs conducted in December totalling 204,629 Ordinary
Shares all of which were bought back at 85 pence per Ordinary Share.
After the period end a further 50,000 shares were bought back at
85.5 pence per Ordinary Share. Over the life of the Company a total of
4,638,222 Ordinary Shares have been acquired through buy backs, all
which are held in treasury. It is our target during 2023 and the medium
term to regain the premium rating of the shares to NAV
; and then the
Company will divest these treasury shares at a premium to
NAV
.
Portfolio overview
The overall portfolio size remained largely unchanged during the year,
closing out at £126 million of invested capital (2021: £131 million)
across 37 loans and 1 wholly owned asset (2021: 34 loans and 1 wholly
owned asset).
Six new loans were made during the year, alongside further drawdowns
from existing facilities, and there were repayments and
divestments
totalling
c.£26m. The weighted average life of the portfolio reduced
from 2.3 years to 1.5 years which is reflective of the desire
to keep duration relatively short, providing the optionality to redeploy
capital at higher yields. The average yield of the portfolio increased
by
67bps, rising from 8.54% to 9.21%.
Overall, the credit quality of the portfolio improved as the above-
mentioned capital received from repayments and
divestments
which
was invested equally between senior secured and junior secured
investments was redeployed entirely in senior secured investment loans.
Further, these new investment loans generate an additional
c
.300bps
which will increase the dividend cover in the near to medium term.
The Investment Manager’s report will go into further detail, however, it
is pleasing to note that out of the three borrowers that were on the
enhanced monitoring list as of the start of the year, two have reached
successful resolutions with only one remaining. The Investment
Manager is also seeking to monetise the equity stake in Energie Fitness
which was received during the restructuring of the business post the
initial Covid wave in 2020. This was always scheduled to be a 3-year
investment horizon and despite a delayed real start due to extra
lockdowns I am pleased to report that this objective is broadly on track.
During the year the Board took the opportunity, when Covid restrictions
were relaxed, to visit several of the projects funded by Shareholders.
In July the Directors visited Trianco (Trent), an energy efficiency
manufacturer based in Rotherham and spent several hours with
management, discussing the business and touring the factory.
Since the Company was launched in 2016, when we were able, the
Board has made an annual visit to RM Funds’ offices in Edinburgh to
meet with staff and members of the investment committee who are
responsible for finding and vetting opportunities. This year we took
the opportunity to visit the development at Clyde Street in Glasgow
and meet the site managers before going on to Edinburgh.
In January 2023 the Board made visits to Southport and Lytham to
visit two purpose-built care homes managed by Athena Healthcare
Group. These two care homes provide 277 beds and will help to
address the significant shortfall in adequate bed capacity for the
UK’s elderly population.
The Board then travelled to Milton Keynes to visit the head office of
Energie Fitness to discuss the company’s performance and strategy.
The Board also had the opportunity to visit two gym franchisees
nearby, one being the first franchisee to have opened nearly 18 years
ago and the second one being a recently opened franchise.
In all cases the Directors were impressed by the level of professionalism
of all the managers of each of the businesses, their enthusiasm and the
relationship they have with RM Funds. In 2023 the Board intends to visit
many more of the projects funded by Shareholders.
Committed to responsible investing
The Board and the Investment Manager have long been committed
to high ESG standards and to responsible investing. The refreshed
investment focus towards social and environmental infrastructure
sectors enhances this commitment through investment in assets at
the forefront of providing essential services to society. RM Funds’
Responsible Investing Investment Policy ensures that these
considerations are integrated into each individual investment
process and the alignment of the portfolio to achieving contributions
towards outcomes linked to UN Sustainable Development Goals 3,
4, 7, 11, 12 & 13.
Chair’s statement
continued

13
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report >
Governance
Financial statements
Other information
Portfolio at a glance
Market
Company and sector objectives
Chair’s statement
Investment Manager’s report
Investment policy, results and other information
Risks and risk management
Stakeholder engagement
EGG
The Board and the Investment Manager seek to understand and report
to investors on the impact their capital has made to society and the
planet. We have therefore engaged The Good Economy (“
TGE”) as the
impact reporting and assurance partner for
RMII
. The first Impact
Report was released in the Spring of 2022 (
www
.
rm
-funds.co.
uk
/
responsible-investing-4/responsible-investing-3/
) and the second
impact report is scheduled for release during
Q
2 of 2023.
The Company will continue to target social good, and it is pleasing to
see new transactions being committed to over the period contained
sustainability-linked lending covenants which incentivise the borrower
to achieve social and environmental outcomes as measured against
specific objectives for each loan.
Outlook
Due to the increase in credit spreads and higher government bond
yields the Investment Manager is making new loans at higher levels
increasing the average portfolio yield. The portfolio average yield rose
by
67bps over 2022 and this is set to rise further over 2023 thus
generating additional net interest income. We therefore expect this to
increase the level of dividend cover allowing for higher distributions
absent of an increase in credit losses.
We are therefore seeking to target distribution for 2023 to be at least
7 pence per Ordinary Share which is a 7.7% increase in income for
Shareholders over the distributions received in 2022. Using the share
price at the time of writing of 84 pence per share this would equate
to a dividend yield more than 8.33% and represents an increase
of
68bps over the dividend yield of 7.65% based on the closing share
price as at 31 December 2022.
Over the course of the financial year, the Company has operated in
very challenging conditions. The discount levels at which our shares
have traded at have been a function of rising yields. We recognised
the issues and are seeking to address them by increasing the portfolio
yield to higher, more attractive levels. Given our portfolio and the
market backdrop in which we operate, this will naturally take some
time. As detailed above, we expect the income yield paid to
Shareholders to be higher than previously paid and we hope this
increases the attractiveness of the shares, goes some way to
addressing the discount we currently trade at and help restore the
premium rating I targeted in last year’s report. Notwithstanding that,
on the 12 May 2021 the Company announced that if the shares
trade at more than an average of zero percent discount for the
six-month period to 31 March 2023, that a liquidity consultation
process will take place prior to the AGM
to be held on 30 May 2023.
In preparing the financial statements we have considered the
upcoming liquidity opportunity consultation. As this consultation will
not conclude until after the approval of these financial statements it
means that there is material uncertainty over the going concern of the
Company. The Board will honour that commitment and our brokers
will consult with Shareholders shortly. We hope that Shareholders can
take a longer-term view, recognise the increased dividend target, see
the value within the portfolio and allow the Investment Manager to
continue to invest in attractive opportunities on your behalf.
I look forward to continued engagement with Shareholders. Please do
not hesitate to contact me through our brokers Singer Capital Markets
or Peel Hunt if any additional information is required.
Norman Crighton
Chair
25 April 2023

14
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Investment Manager’s report
There were four dividends paid or declared in respect of the year ended
31 December 2022 totalling 6.5 pence per Ordinary Share.
Period Payment date Dividend proceeds
Q1 2022 24 June 2022 £1,914,916
Q2 2022 30 September 2022 £1,914,916
Q3 2022 30 December 2022 £1,914,916
Q4 2022 31 March 2023 £1,910,778
During the year ended 31 December 2022, £376,949 was treated as
income but written down as a bad debt provision, thus not included in
the 2022 revenue line item. This provision was taken because the
timing of the income receipt is uncertain and there is uncertainty over
the recoverability of such income. In total the Company balance sheet
now has £1.159m of income provisions.
Share price performance
Negative share price performance combined with the widening of
the share price premium to NAV from 0.6% at the year ended
31 December 2021 to -8.10% at the year ended 31 December 2022
meant that there was a negative share price total return of -3.75%.
Since IPO the Total percentage share return achieved is 24.74% which
is annualised since inception at 3.81% per annum.
This performance needs to be set against the wider negative market
backdrop for fixed income and comparables to the broader sector peers.
Market environment
In the 2021 annual report outlook we noted “as we look into 2022 it is likely
that there will be further upwards pressure on government bond yields as
inflationary pressures remain and central banks move into a tightening
phase… negative outlook for general fixed income markets… credit spreads
will likely move wider over the coming year.” All of this played out over the
course of 2022 which was indeed a very difficult environment for credit,
rates, and equities. The RMII portfolio was appropriately positioned with
short duration exposure that minimised these wider credit spreads and
higher underlying government bond yields.
The ITRX Markit Crossover index widened from circa 250 to nearly 700
post the mini budget in September and ended the year materially wider
than where it started at circa 450. 2-year UK government bond yields
started the year comfortably under 1% and peaked at over 4.5% in late
September and closed out the year at over 3.5%.
The RMII portfolio did not suffer the volatility seen within these markets,
however general fair value mark downs were taken during the year to
reflect the widening in credit spreads and the increase in government
bond yields.
Portfolio performance
Portfolio credit metrics improved over the year as measured by the
proportion of senior loans and CBILS/RLS versus junior debt. As at the
year end the portfolio was 63% invested within these types of loans
versus 61% at the year ended 31 December 2021. The average life of the
loan book reduced to 1.5 years as at the year-end (2021: 2.3 years)
reflecting the continued strategic decision for the duration of the
portfolio to remain as short as practically possible. As described on the
Strong and sustainable NAV & income performance
Over the course of the year, the portfolio generated a NAV Total Return
of 4.98%, with total dividend distributions attributable to Shareholders
for the year totalling 6.5 pence per Ordinary Share. Overall, the NAV per
Ordinary Share decreased from 94.41 pence per Ordinary Share at
31 December 2021 to 92.49 pence per Ordinary Share at 31 December
2022. Over the past two years from January 2021 the Company has
generated annualized NAV percentage Total Returns of 12.98% per
annum and since IPO 5.49%, demonstrating the stable income and
capital preservation which the Company is seeking to deliver for Investors.
Following the year end, an interim dividend in respect of the period
from 1 October 2022 to 31 December 2022 was declared on 1 March
2023 and was paid to Shareholders on the 31 March 2023. These
dividends totalling 6.5 pence per Ordinary Share for the year ended
31 December 2022 bring the total distributions since the Company’s
launch in December 2016 to 37.225 pence per Ordinary Share,
exceeding the target set at IPO.
The portfolio yield increased by 72bps over the period and this increase
is expected to continue over 2023 as any new loans are made with
higher coupons. The Investment Manager has recommended to the
Board that, absent of any increase in credit losses, the dividend can be
increased to at least 7 pence per share for the period of 2023 and
beyond if these favourable lending conditions persist.
Financial performance
Total income of £10.8m (2021: £11.2m) was marginally ahead of
budget whilst expenses at £2.20m were marginally below budget
leading to a profit before interest and tax of £8.6m, £429,000 ahead
of budget. Set against this OakNorth Bank RCF costs were higher than
budget with high utilisation combined with an increase in the cost of
funds due to Bank of England Base Rate increases. Overall this led to a
Profit after Interest cost that was £172,000 behind budget, a negative
variance of 2.2% to budget. Given the challenging year and the
provisions recorded versus income recognition the Investment
Manager believes this is a satisfactory result.
The split between cash interest and Payment-in-Kind interest was
respectively £7.9m and £2.8m, or 74% / 26%. To note that the way
construction facilities were underwritten during the reporting period,
meant that drawdown under the allocated interest reserve accounts were
considered PIK interest, which optically looks less favourable than in
previous years, though providing significant benefits regarding the
running yield on committed construction facilities. When these above-
mentioned construction facilities are removed from the analysis, then
the Cash / PIK split looks more favourable versus 2021.
For the year ended 31 December 2022
Income £10,768,337
Total expenses (£2,201,431)
Finance costs (£1,102,169)
Total £7,464,737
Dividends (£7,655,526)
Loss after interest costs & before tax (£190,789)

last annual report such short duration minimises exposure to these
continued inflationary pressures described above and is a key reason
why RMII should offer an attractive proposition as an alternative credit
investment versus more traditional corporate bond funds that typically
are lower yielding with longer durations.
As at 31 December 2022, the overall number of loans within the
portfolio remained relatively stable with 37 loans and 1 wholly owned
asset (2021: 34 loans and 1 wholly owned asset) and total invested
capital of £126m (2021: £131m).
The weighted average yield of the portfolio stood at 9.21% as at
31 December 2022, which is a 67bps uplift versus the previous year of
8.54% as at 31 December 2021. This has been driven by the Company’s
ability to redeploy loan repayments into higher yielding investments,
with new loans over the year earning an additional c.300bps versus the
repaid loans. As most of these new investments were made in the
second half of 2022 and is ongoing, investors should see the full effect
over the course of 2023.
It was an active year for the portfolio with new investments totalling
c.£5.6m, drawdowns to existing facilities and re-investments totalling
c.£15.5m and several repayments and divestments that totalled
c.£26m during the year.
During the year, the Company completed on its first ESG sustainability-
linked investment via a c.£6.2m senior secured investment for the
construction of a 45-bed modern purpose-built care home near
London. The loan contains a margin ratchet, which is linked to
environmental building standards, and operational and governance
conditions which align with the Company’s ESG reporting framework
and its desire to address certain sustainable development goals. Going
forward and where applicable, the Company will look to further
introduce sustainability and other ESG considerations linkage to the
applicable margin.
The Company has contributed meaningfully to the provision of modern,
purpose built and fit for purpose aged care capacity as two new sites in
the northwest of England totalling 277 beds, funded by RMII were
satisfactorily completed or nearing completion at the year end.
The exposure to core sectors as measured by their commitments
has increased to 59.1%. as at 31 December 2022 vs 47.5% as of
31 December 2021. This inevitably will further increase over the course
of 2023 as non-core sector investments come to maturity and are
prepaid, with the most imminent one being the Company’s asset-
backed investments (c.11% of capital invested as at 31 December 2022).
The Company’s approach regarding the conservative valuation of its
investments remains unchanged with fair value mark downs worth
approximately £5.8m or c.5 pence per Ordinary Share. These provisions
are driven by what is defined as market risk and idiosyncratic risk.
For market risk during 2022 as risk free rates rose and credit spreads
widened it was sensible to widen yields across the portfolio to reflect
such public market moves. Idiosyncratic risk refers to loan specific
information which is reflected within specific loan pricing. Over 2022
provisions were increased to reflect the wider markets and idiosyncratic
risks and this was in line with our approach during the Covid Pandemic
of 2020 – our view is that fair value mark downs are likely to partially
reverse over the course of 2023 as market conditions stabilise.
These fair value mark downs are in addition to the income provisions
totalling £1.159m, or c.1 pence per Ordinary Share, described above.
During the year the number of investments on the enhanced
monitoring list dropped from three to one, as outlined below:
1. Removed from enhanced monitoring: Trent Capital
(Loan reference 62 & 63)
Reduced leverage with c.£2.2m recovered via revenues from
residential properties against which the Company had a secured
charge with further modest deleveraging expected over 2023.
Performance wise, the operating business Trianco has been
performing profitably since the restructuring and is well positioned to
thrive on the UK’s agenda to meet its net zero objectives. Although
the performance of the business has been encouraging, the full credit
provisions worth c.£0.7m, or c.0.8 pence per ordinary share have
been retained.
2.Removed from enhanced monitoring: Coventry PBSA property
(Loan reference 68)
This Coventry-based student accommodation property is fully
owned by the Company, post its lender-led administration in 2021.
Cladding remedial works have now been fully completed with
occupancy at c.65% and expected near full occupancy for the next
academic year of 2023/24. Now that this has been rehabilitated the
Company is pursuing a legal claim against the former main
contractor to recover all costs and loss of income incurred to date,
these claims have not been accounted for within the NAV of RMII.
3.Still under enhanced monitoring: Hotel Development &
Contractor Glasgow
(Loan reference 58, 79, 80 & 92)
This hotel was scheduled to open in June 2022 and has been
delayed to April 2023 and is to be operated by Virgin Hotels under
a 35-year Hotel Management Agreement. The total market value
exposure that is correlated to the outcome of this asset is currently
10.6% of Company net assets. Credit provisions of £2.8m or c.2.4
pence per ordinary share were made.
Responsible investing
RM Funds is a signatory to the Principles for Responsible Investment
(“PRI”). The PRI defines responsible investment as a strategy and practice
to incorporate environmental, social and governance factors in
investment decisions. RM Funds incorporates ESG criteria early on as part
of the investment process and in addition there is active engagement
wherever possible with portfolio Companies to help them improve their
ESG processes. In practice this is delivered by the RM Funds Responsible
Investing Investment Policy which is integral to RM’s business philosophy
15
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report >
Governance
Financial statements
Other information
Portfolio at a glance
Market
Company and sector objectives
Chair’s statement
Investment Manager’s report
Investment policy, results and other information
Risks and risk management
Stakeholder engagement
EGG

16
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Outlook for 2023
As described earlier in the report, 2022 was a very poor year for fixed
income markets. The stage is set for a better 2023 and with 2-year UK
government bond yields touching 4% and wider credit spreads and
corporate bond yields look appealing in the short end. The Company is
now able to recycle its capital and earn higher returns which absent of
an increase in credit losses should allow for greater distributions for
investors. This is therefore a promising outlook with potentially higher
dividends and set against uncertain equity valuations such a stable
income and NAV as targeted by RMII should appeal to a wide number
of investors.
RM Capital Markets Limited
25 April 2023
as we believe we can make a difference. This policy framework applies to
all investment made by RM Funds and is governed by our principals and
our commitments:
Our principles
> Respect for the internationally proclaimed human rights principles,
equal opportunity independent of gender, race or religion; freedom
of association and the right to bargain collectively;
> Working conditions that surpass basic health and safety standards;
> The conduct of good governance practices, in particular in relation
to bribery and conflicts of interest; and
> Environmental responsibility and responsibility to active climate
change engagement.
Our commitments
> Integrate the above principles into our decision-making process,
by carefully considering ESG issues associated with any potential
investment during the due diligence phase;
> Encourage portfolio companies to follow the above principles
by implementing governance structures that provide appropriate
level of oversight and by seeking disclosure on ESG issues;
> Provide ESG training and support to RM Fund’s employees involved
in the investment process, so that they may perform their work
in accordance with the above principles and with this policy;
> Seek to be transparent in our efforts to integrate ESG
considerations in investments and annually report on progress
towards implementing the above principles;
> Comply with national and other applicable laws; and
> Help promote the implementation of the above principles; consider
our alignment with other related conventions and standards set by
Invest Europe, the UN Global Compact Initiative and the UN Principles
for Responsible Investment (PRI); continuously strive to improve ESG
performance within RM and our portfolio companies.
Investment Manager aligned to investor interests
At the IPO RM Funds purchased 500,000 Ordinary Shares and in line
with the commitment to investors made at IPO has made an ongoing
commitment and by purchasing RMII shares, the Investment Manager
has shown a significant alignment of its interests with Shareholders.
In addition to this the management team own additional shares in a
personal capacity.
RM Funds has continued to purchase Ordinary Shares of the Company
during the year and at the year-end RM Funds own 1,316,625 Ordinary
Shares, which is an increase of 37,500 Ordinary Shares over the year.
RM Funds
Private Credit
Process
Origination
& Sourcing
ESG
Assessment
Credit
Analysis
Due Diligence
& Documentation
Monitoring
& Control
Exit / Realisation
Refinancing
Investment Manager’s report
continued

17
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report >
Governance
Financial statements
Other Information
Portfolio at a glance
Market
Company and sector objectives
Chair’s statement
Investment Manager’s report
Investment policy, results and other information
Risks and risk management
Stakeholder engagement
ESG
Investment objective
The Company aims to generate attractive and regular dividends
through investment in secured debt instruments of UK SMEs and mid -
market corporates and/or individuals including any loan, promissory
notes, lease, bond, or preference share (such debt instruments, as
further described below, being “Loans”) sourced or originated by the
Investment Manager with a degree of inflation protection through
index linked returns where appropriate.
Investment policy
The Company will seek to meet its investment objective by making
investments in a diversified portfolio of Loans to UK SMEs and mid
market corporates, special purpose vehicles and/or to individuals.
These Loans will generally be, but not limited to, senior, subordinated,
unitranche and mezzanine debt instruments, documented as loans,
notes, leases, bonds or convertible bonds. Such Loans shall typically
have a life of 2 10 years. In certain limited cases, Loans in which the
Company invests may have equity instruments attached, ordinarily any
such equity interests would come in the form of warrants or options
attached to a Loan. Typically the Loans will have coupons which may
be fixed, index linked or LIBOR linked.
For the purposes of this investment policy, UK SMEs include entities
incorporated outside of the UK provided their assets and/ or principal
operations are within the UK. The Company is permitted to make
investments outside of the UK to mid market corporates.
Loans will be directly originated or sourced by the Investment Manager
who will not invest in Loans sourced via or participations through, peer
to peer lending platforms.
Loans in which the Company invests will be predominantly secured
against assets such as real estate or plant and machinery and/or
income streams such as account receivables.
The Company will make Loans to borrowers in a range of Market
Sectors within certain exposure limits which will vary from time to
time, according to market conditions and as determined by the Board,
subject to the Investment Restrictions set out below.
The Company will at all times invest and manage its assets in a manner
which is consistent to the spreading of investment risk.
Investment restrictions
The following investment limits and restrictions will apply to the
Company’s Loans and business which, where appropriate, shall
be measured at the time of investment or once the Company is
fully invested:
> the amount of no single Loan shall exceed 10% of Gross Assets;
> exposure to a single borrower shall not exceed 10% of Gross Assets;
> loans will be made across not less than four Market Sectors;
> not less than 70% of Gross Assets will be represented by loans
denominated in sterling or hedged back to sterling;
> loans made to borrowers in any one Market Sector shall not
exceed 40% of Gross Assets;
> loans with exposure to project development/construction assets
shall not exceed 20% of Gross Assets;
> the Company will not provide loans to borrowers whose principal
business is defence, weapons, munitions or gambling;
> the Company will not provide Loans to borrowers which generate
their annual turnover predominantly from tobacco, alcohol or
pornography; and
> the Company will not invest in other listed closed-ended funds.
In the event of a breach of the investment guidelines and restrictions
set out above, the Investment Manager shall inform the Board upon
becoming aware of the same and if the Board considers the breach to
be material, notification will be made to a Regulatory Information
Service and the Investment Manager will look to resolve the breach
with the agreement of the Board.
The Company intends to conduct its affairs so as to qualify as an
investment trust for the purposes of section 1158 of the Corporation
Tax Act 2010, and its investment activities will therefore be subject to
the restrictions set out above.
Borrowing and gearing
The Company intends to utilise borrowings for investment purposes as
well as for share buybacks and short term liquidity purposes. Gearing
represented by borrowings, including any obligations owed by the
Company in respect of an issue of zero dividend preference shares
(whether issued by the Company or any other member of its group) or
any third party borrowings, will not, in aggregate exceed 20% of Net
Asset Value calculated at the time of drawdown.
Hedging and derivatives
The Company may invest in derivatives for efficient portfolio
management purposes. In particular the Company can engage in
interest rate hedging. Loans will primarily be denominated in sterling,
however the Company may make limited Loans denominated in
currencies other than sterling and the Board, at the recommendation
of the Investment Manager, may look to hedge any other currency
back to sterling should they see fit.
In accordance with the requirements of the UK Listing Authority,
any material change to the Company’s investment policy will require
the approval of Shareholders by way of an ordinary resolution at a
general meeting.
Investment policy, results
and other information

18
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Dividend policy
Dividends are expected to be declared by the Directors in May, August,
November and February of each year in respect of the preceding quarter
with dividends being paid in June, September, December and March.
The last dividend in respect of any financial year is declared prior to the
relevant annual general meeting. Therefore, it is declared as a fourth
interim dividend and no final dividend is payable. The Board
understands that this means that Shareholders will not be given the
opportunity to vote on the payment of a final dividend. However, the
Board believe that the payment of a fourth interim dividend as opposed
to a final dividend is in the best interests of Shareholders as it provides
them with regularity on the frequency of dividend payments and avoids
the delay to payment which would result from the declaration of a final
dividend. A resolution will be put forward at the Annual General Meeting
to approve the policy of declaring and paying all dividends of the
Company as interim dividends.
The Company targeted an annualised dividend yield in excess of 6.5% for
the financial year to 31 December 2022.
Investors should note that the targeted annualised dividends are targets
only and not profit forecasts and there can be no assurance that either
will be met or that any dividend growth will be achieved.
Results and dividend
The Company’s revenue return after tax for the year ended
31 December 2022 amounted to £7,462,000 (2021: £7,742,000).
The Company made a capital loss after tax of £2,072,000 (2021:
capital profit of £1,263,000). Therefore, the total return after tax for
the Company was £5,390,000 (2021: £9,005,000).
The first interim dividend of 1.625p per Ordinary Share was declared
on 25 May 2022 in respect of the period from January to March 2022.
The second interim dividend of 1.625p per Ordinary Share for the
quarter ended 30 June 2022 was declared on 3 August 2022 and the
third interim dividend of 1.625p per Ordinary Share for the quarter
ended 30 September 2022 was declared on 1 November 2022.
On 1 March 2023, the Board declared a fourth interim dividend of
1.625 pence per Ordinary Share for the quarter to 31 December 2022.
Key performance indicators (“KPIs”)
The Board measures the Company’s success in attaining its investment
objective by reference to the following KPIs:
(i) Dividends
A fourth interim dividend for the quarter ending 31 December 2022 of
1.625p per share was paid to Shareholders on the 31 March 2023
bringing total payments for the year to 6.5p per share, thus meeting
the annual target.
(ii) Total return
The Company’s total return is monitored by the Board. The Ordinary
Shares generated a NAV total return of +4.98% (2021: +7.6%) in the
year ended 31 December 2022.
(iii) Discount/premium to NAV
The discount/premium relative to the NAV per share represented by
the share price is closely monitored by the Board. The Ordinary Share
price closed at a 8.1% discount (2021: premium of 0.6%) to the NAV
as at 31 December 2022. To address the discount, 204,629 shares
were bought back during the year at 85 pence per share. This added
0.15 pence per Ordinary Share to the NAV. Following the Company’s
year end, 50,000 shares have been bought back.
(iv) Control of the level of ongoing charges
The Board monitors the Company’s operating costs. Based on the
Company’s average net assets for the year ended 31 December 2022,
the Company’s ongoing charges figure calculated in accordance with
the AIC methodology was 1.86% (2021: 1.92%).
Investment policy, results
and other information continued

19
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report >
Governance
Financial statements
Other information
Portfolio at a glance
Market
Company and sector objectives
Chair’s statement
Investment Manager’s report
Investment policy, results and other information
Risks and risk management
Stakeholder engagement
ESG
Principal and emerging risks and uncertainties
The Board is responsible for the management of risks faced by the
Company and delegates this role to the Audit and Management
Engagement Committee (the “Committee”). The Committee
periodically carries out a robust assessment of principal and emerging
risks and uncertainties and monitors the risks on an ongoing basis.
The Committee considers both the impact and the probability of each
risk occurring and ensures appropriate controls are in place to reduce
risk to an acceptable level. The experience and knowledge of the Board
is invaluable to these discussions, as is advice received from the
Board’s service providers, specifically the AIFM who is responsible for
the risk and portfolio management services and outsources the
portfolio management to the Investment Manager. The Committee has
a dynamic risk matrix in place to help identify key risks in the business
and oversee the effectiveness of internal controls and processes.
During the year under review the Committee was particularly
concerned with the increase in geopolitical risk following the outbreak
of war in the Ukraine. The subsequent rise in global energy prices,
inflation and rising interest rates worldwide have led to a more
uncertain investment environment. The Committee continues to
review the processes in place to mitigate risk; and to ensure that these
are appropriate and proportionate in the current market environment.
The principal and emerging risks, together with a summary of the
processes and internal controls used to manage and mitigate risks
where possible are outlined in the following paragraphs.
(i) Market risks
Availability of appropriate investments
There is no guarantee that loans will be made in a timely manner.
Before the Company is able to make or acquire loans, the Investment
Manager is required to complete necessary due diligence and enter
into appropriate legal documentation. In addition, the Company may
become subject to competition in sourcing and making investments.
Some of the Company’s competitors may have greater financial,
technical and marketing resources or a lower cost of capital and the
Company may not be able to compete successfully for investments.
Competition for investments may lead to the available interest coupon
on investments decreasing, which may further limit the Company’s
ability to generate its desired returns.
If the Investment Manager is not able to source a sufficient number of
suitable investments within a reasonable time frame whether by
reason of lack of demand, competition or otherwise, a greater
proportion of the Company’s assets will be held in cash for longer than
anticipated and the Company’s ability to achieve its investment
objective will be adversely affected. To the extent that any investments
to which the Company is exposed prepay, mature or are sold it will
seek to reinvest such proceeds in further investments in accordance
with the Company’s investment policy.
Market sectors
Loans will be made to borrowers that operate in different market
sectors each of which will have risks that are specific to that particular
market sector.
Valuation
The Company’s approach regarding the conservative valuation of its
investments remains unchanged, with fair value write downs driven by
market risk and idiosyncratic risk, with idiosyncratic risk relating to
loan specific information which is reflected within specific loan pricing.
Management of risks
The Company has appointed an experienced Investment Manager who
directly sources loans. The Company is investing in a wide range of
loan types and sectors and therefore benefits from diversification.
Investment restrictions are relatively flexible giving the Manager ability
to take advantage of diverse loan opportunities.
For market risk during 2022 as risk free rates rose and credit spreads
widened, yields were widened across the portfolio to reflect such
public market moves.
Provisions were increased to reflect the wider market and idiosyncratic
risks and this was in line with the Company’s approach during the
Covid-19 pandemic of 2020. Fair value mark downs are expected to
partially reverse over the course of 2023 as market conditions stabilise.
The Investment Manager, AIFM, Brokers and the Board review market
conditions on an ongoing basis.
(ii) Risks associated with meeting the Company’s
investment objective or target dividend yield
The Company’s investment objective is to generate attractive and
regular dividends through investment in loans sourced or originated
by the Investment Manager and to generate capital appreciation by
virtue of the fact that the returns on some loans will be index-linked.
The declaration, payment and amount of any future dividends by the
Company will be subject to the discretion of the Directors and will
depend upon, amongst other things, the Company successfully
pursuing the investment policy and the Company’s earnings, financial
position, cash requirements, level and rate of borrowings and
availability of profit, as well as the provisions of relevant laws or
generally accepted accounting principles from time to time.
Management of risks
The Investment Manager has a well-defined investment policy and
process which is regularly and rigorously reviewed by the independent
Board of Directors and performance is reviewed at quarterly Board
meetings. The Investment Manager is experienced and employs its
expertise in making investments in a diversified portfolio of loans.
The Investment Manager has a target portfolio yield which covers the
level of dividend targeted by the Company. The Board reviews the
position at Board meetings.
Risks and risk management

20
RM Infrastructure Income PLC
Annual Report & Accounts 2022
(iii) Financial risks
The Company’s investment activities expose it to a variety of financial
risks which include liquidity, currency, leverage, interest rate and
credit risks.
Further details on financial risks and the management of those risks
can be found in note 19 to the financial statements.
(iv) Corporate governance and internal control risks
The Company has no employees, and the Directors have all been
appointed on a non-executive basis. The Company must therefore rely
upon the performance of third-party service providers to perform its
executive functions. In particular, the AIFM, the Investment Manager,
the Administrator, the Company Secretary and the Registrar, will
perform services that are integral to the Company’s operations and
financial performance.
Poor performance of the above service providers could lead to various
consequences including the loss of the Company’s assets, inadequate
returns to Shareholders and loss of investment trust status. Cyber
security risks could lead to breaches of confidentiality, loss of data
records and inability to make investment decisions.
Management of risks
Each of the above contracts was entered into after full and proper
consideration of the quality and cost of services offered, including the
financial control systems in operation in so far as they relate to the
affairs of the Company. All of the above services are subject to ongoing
oversight of the Board and the performance of the principal service
providers is reviewed on a regular basis. The Company’s key service
providers report periodically to the Board on their procedures to
mitigate cyber security risks.
(v) Regulatory risks
The Company and its operations are subject to laws and regulations
enacted by national and local governments and government policy.
Compliance with, and monitoring of, applicable laws and regulations
may be difficult, time consuming and costly. Any change in the laws,
regulations and/or government policy affecting the Company or
any changes to current accountancy regulations and practice in
the UK may have a material adverse effect on the ability of the
Company to successfully pursue its investment policy and meet its
investment objective and/or on the value of the Company and the
shares. In such event, the performance of the Company, the NAV,
the Company’s earnings and returns to Shareholders may be
materially adversely affected.
Management of risks
The Company has contracted out relevant services to appropriately
qualified professionals. The Secretary and AIFM report on compliance
matters to the Board on a quarterly basis and the Board has access
to the advice of its Corporate Broker on a continuing basis. The
assessment of regulatory risks forms part of the Board’s risk
assessment programme.
Emerging risks
The Board also has robust processes in place to identify and evaluate
emerging risks.
(vi) Business interruption
Failure in services provided by key service providers, meaning
information is not processed correctly or in a timely manner, resulting
in regulatory investigation or financial loss, failure of trade settlement,
or potential loss of investment trust status.
Failure to identify emerging risks may cause reactive actions rather
than being proactive and the Company could be forced to change its
structure, objective or strategy and, in worst case, could cause the
Company to become unviable or otherwise fail.
The ongoing impact of COVID-19 on the markets and the Company’s
financial position continue to be monitored by the Investment
Manager and the Board.
During the year under review the Committee was particularly
concerned with the increase in geopolitical risk following the outbreak
of war in the Ukraine. The subsequent rise in global energy prices,
inflation and rising interest rates worldwide have led to a more
uncertain investment environment. The Company’s portfolio has no
direct exposure to Russia or Ukraine and the Company’s cash position
remains robust, however the impact of sanctions and exposure via the
underlying businesses of multinational companies can have a material
impact on investment returns.
Management of risks
Each service provider has business continuity policies and procedures
in place to ensure that they are able to meet the Company’s needs and
all breaches of any nature are reported to the Board.
The following is a description of the Company’s service providers who
assist in identifying the Company’s emerging risks to the Board.
1. Investment Manager: the Investment Manager provides a report to
the Board at least quarterly on industry trends, insight to future
challenges in the sector, including the regulatory, political and
economic changes likely to impact the Company. The Chair also has
contact with the Investment Manager on a regular basis to discuss
any pertinent issues;
2. Alternative Investment Fund Manager: the AIFM maintains a
register of identified risks including emerging risks likely to impact
the Company, which is updated quarterly following discussions
with the Investment Manager and other service providers. The risks
are documented on a risk register, and classified in the following
categories: Market Risks; Risks associated with Investment
Objective; Financial Risks; Corporate Governance Risks; Regulatory
Risks and Emerging Risks. Any changes and amendments to the
risk register are highlighted to the Board on a quarterly basis;
Risks and risk management
continued

21
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report >
Governance
Financial statements
Other information
Portfolio at a glance
Market
Company and sector objectives
Chair’s statement
Investment Manager’s report
Investment policy, results and other information
Risks and risk management
Stakeholder engagement
ESG
3. Brokers: provide advice periodically, specific to the Company on
the Company’s sector, competitors and the investment company
market whilst working with the Board and Investment Manager
to communicate with Shareholders;
4. Company Secretary: briefs the Board on forthcoming legislation
and regulatory change that might impact the Company.
The Secretary also liaises with the Company’s Legal Adviser,
Auditor and the AIC (including other regulatory bodies) to
ensure that industry and regulatory updates are brought to the
Board’s attention.
The Board regularly reviews the Company’s risk matrix, focussing on
risk mitigation and ensuring that the appropriate controls are in place.
Regular review ensures that the Company operates in line with the
risk matrix, prospectus and investment strategy. Emerging risks are
actively discussed throughout the year to ensure that risks are
identified and managed so far as practicable. The experience and
knowledge of the Board is invaluable to these discussions, as is advice
received from the Board’s service providers.
All key service providers produce annual internal control reports for
review by the Audit and Management Engagement Committee. These
reviews include consideration of their business continuity plans and
the associated cyber security risks. Service providers report on cyber
risk mitigation and management at least annually, which includes
confirmation of business continuity capability in the event of a
cyberattack. Penetration testing is carried out by the Investment
Manager and key service providers at least annually. Details of the
Directors’ assessment of the going concern status of the Company,
including consideration of the uncertainty resulting from the
upcoming liquidity opportunity consultation, is given on page 31.
The Investment Manger complies with all sanctioning regimes and
presently views Russia as uninvestable.
(vii) ESG and Climate Change
The impact of climate change has come increasingly into focus and is
considered an emerging risk by both the Board and its Investment
Manager. While the Company itself faces limited direct risk from
climate change, the Company’s underlying holdings selected by the
Investment Manger are impacted. While efforts to mitigate climate
change continue, the physical impacts are already emerging in the
form of changing weather patterns. Extreme weather events can
result in flooding, drought, fires, storm damage, potentially impairing
the operations of a portfolio company at a certain location, or
impacting locations of companies within their supply chain.
Significant changes in climate, or the Government measures to
combat it, could present a material risk to the Company. There is
also potential reputational damage from non-compliance with
regulations or incorrect disclosures.
Management of risks
The Company incorporates ESG considerations into its investment
process and more detail can be found on pages 25 and 26 of the
Annual Report. The Investment Manager also uses its position to
engage with and influence companies towards taking positive steps to
contribute to ESG and against climate change. The Company’s ESG
Policy, which is updated annually is also published on the Company’s
website and the AIC website. The Board have considered the impact
of climate change on the financial statements as documented in the
Notes to the financial statements on page 59.
The Company released its first annual Impact Report provided by The
Good Economy, an independent advisory firm specialising in impact
measurement and management. The Report, covering the 12-month
period to end March 2022, assesses the Company’s 12-month
performance against its stated impact objectives relating to UN
Sustainable Development Goals: Healthcare, Education, Housing,
Affordable and clean energy, Climate action and Responsible
consumption and production.
RM Funds is a signatory to the Principles of Responsible Investment
Initiative (“PRI”) and reports annually according to the PRI reporting
framework.
Investment trusts are currently exempt from the Task Force on
Climate-Related Financial Disclosures (“TCFD”) disclosure, however the
Board will continue to monitor the situation.

22
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Stakeholder engagement
Promoting the success of the Company
This section of the Annual Report covers the Board’s considerations and
activities in discharging their duties under s.172(1) of the Companies Act
2006, in promoting the success of the Company for the benefit of its
members as a whole. This statement includes consideration of the likely
consequences of the decisions of the Board in the longer term, how the
Board has taken wider stakeholders’ needs into account and the impact
of the Company’s operations on the environment.
The Board, together with the Investment Manager, sets an overall
investment strategy and reviews this on an ongoing basis. The Board is
ultimately responsible for all stakeholder engagement, however as an
externally managed investment company, the Company does not have
any employees, rather it employs external suppliers to fulfil a range of
functions, including investment management, secretarial,
administration, custodial, broking, valuation, marketing and banking
services. All these service providers help the Board to fulfil its
responsibility to engage with stakeholders and it should be noted are
also, in turn, stakeholders themselves.
The Board has identified the major stakeholders in the Company’s
business. On an ongoing basis, the Board monitors both potential and
actual impacts of the decisions it makes in respect of the Company
upon those major stakeholders identified.
Stakeholder Engagement and key Board decisions
Company service
providers
The Board believes that positive relationships with each of the Company’s service providers and between service
providers is important in supporting the Company’s long-term success.
In order to foster strong working relationships, the Company’s key service providers (the Investment Manager, AIFM,
Broker, Company Secretary and Administrator) are invited to attend quarterly Board meetings to present their
respective reports which enables the Board to exercise effective oversight of the Company’s activities.
Separately, the Auditor is invited to attend the Audit and Management Engagement Committee meeting at least twice
per year. The Audit and Management Engagement Committee Chair maintains regular contact with the Audit Partner
to ensure the audit process is undertaken effectively.
The Board and advisers seek to maintain constructive relationships with the Company’s suppliers on behalf of the
Company through regular communications, meetings and the provision of relevant information and update meetings.
The Board has also spent time engaging with the Company’s key service providers outside of scheduled Board
meetings to develop its working relationship with those service providers and ensure the smooth operational function
of the Company. Since the Company was launched in 2016, the Board has made an annual visit to the Investment
Manager’s offices in Edinburgh to meet with staff and members of the investment committee who are responsible for
finding and vetting opportunities.
One of the most significant service providers for the Company’s long-term success is the AIFM who have engaged the
Investment Manager for the purpose of providing investment advisory services to the Company. The Board regularly
monitors the Company’s investment performance in relation to its objectives and investment policy and strategy. The
Board receives and reviews regular reports and presentations from both the AIFM and Investment Manager and seeks
to maintain regular contact to ensure a constructive working relationship. Representatives of the Investment
Manager attend Board meetings. The Investment Manager’s remuneration is based on the NAV of the Company
which aligns their interests with those of Shareholders.
On an annual basis, the Board reviews the continuing appointment of each service provider to ensure re-appointment
is in the best interests of the Company’s Shareholders.
The Board appoints Joint Corporate Brokers, Peel Hunt and Singer Capital Markets. The Board appreciates and values
the Company’s brokers.

23
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report >
Governance
Financial statements
Other information
Portfolio at a glance
Market
Company and sector objectives
Chair’s statement
Investment Manager’s report
Investment policy, results and other information
Risks and risk management
Stakeholder engagement
ESG
Stakeholder Engagement and key Board decisions
Shareholders The Company offers investors a different asset class, with a substantial yield generated on a sustainable basis from
long-term assets with predictable income streams and a strong pipeline. Any lending business needs to correctly assess
and manage credit. The Company has all these characteristics.
To help the Board in its aim to act as fairly as possible between the Company’s members, it seeks to ensure effective
communication is provided to all Shareholders. Meetings with Shareholders help the Board to better understand their
needs and concerns and will inform the Board’s decision making.
The Board looks to attract long-term investors in the Company and in doing so, it has sought out regular opportunities
to communicate with Shareholders through:
>
Annual and interim reports
>
Dedicated Company website
>
Regular market announcements
>
Monthly factsheets
>
Investor roadshows and presentations
>
Dialogue with shareholders
>
Annual General Meeting
>
Annual Capital markets day
The Board encourages Shareholders to attend and participate in the Company’s Annual General Meeting (“AGM”) in
normal circumstances and the Investment Manager attends, providing a presentation on the Company’s performance
during the year, challenges and outlook for the future. The Company values any feedback and questions it may receive
from Shareholders ahead of and during the AGM. In normal circumstances the Board and Investment Manager, with the
help of the Company’s Brokers, organise an annual Capital Markets Day. The event includes presentations by the
Company’s Investment Manager and certain borrowers funded by the Company since its launch.
The Board believes that Shareholders can only make informed decisions if they have access to relevant information on
a timely basis. To provide transparency a variety of methods of communication are used. The Company’s website
www.rm-funds.co.uk/rm-infrastructure-income/ is considered an essential communication channel and information
hub for Shareholders. As such, it includes full details of the investment objective, along with news, opinions, disclosures,
results and key information documents. The Annual and Interim reports and accounts are published on the Company’s
website and available as a printed copy on request. The date of the AGM is published in advance (online and within the
Annual Report) and the full Board is normally available to meet and speak with all Shareholders who attend it. Directors
are also available to meet with Shareholders during the year. In addition, factsheets, providing performance information
are published monthly and are also available on the Company’s website.
The Company has joint corporate brokers, which allows the Board to successfully market the Company to as broad a
range of shareholders as possible, thereby improving the rating the shares currently trade on, increasing secondary
market liquidity for existing Shareholders and spreading fixed costs across a greater asset base.

24
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Stakeholder Engagement and key Board decisions
Borrowers During the year the Board took the opportunity, when Covid restrictions allowed, to visit several of the projects funded
by Shareholders. In July 2022 the Directors visited Trianco (Trent), an energy efficiency manufacturer based in
Rotherham and spent several hours with management, discussing the business and touring the factory.
In August 2022, ahead of the Board meeting, the Board also took the opportunity to visit the development at Clyde
Street in Glasgow and meet the site managers.
Following the year end, the Board visited Southport and Lytham to visit two purpose-built care homes managed by
Athena Healthcare Group.
The Board also travelled to Milton Keynes to visit the head office of Energie Fitness to discuss the company’s
performance and strategy and also two gym franchisees nearby.
The Investment Manager ensures that the Company applies the correct approach to credit, limiting the exposure and
reducing any loss in the event of default. The Company’s credit risk is well controlled, significantly reducing the risk that
impairments will put the dividend under pressure.
When considering prospective borrowers, the Investment Manager takes into account two credit considerations:
> how much debt can the borrower afford to take on? The Investment Manager will assess the maximum level of the
debt the borrower can afford by using internal proprietary models. The exposure of the borrower is determined by
the levels of visible net cash-flows the borrower has. The Investment Manager believes that this is the most suitable
metric for determining repayment by the borrower rather than simple turnover or sales-based metrics; and
> how secure are the assets and/or the cash -flows that the Company has security over? The Investment Manager will
assess the assets of the borrower and their likely residual values and/or cash flows and their continued viability.
The Investment Manager has long standing relationships with Investment Banks, Commercial Banks, Challenger Banks,
Financial Advisory Firms, Sponsors and Borrowers, providing access to investment opportunities.
Wider community
and the
Environment
The Investment Manager, as steward of the Company’s assets engages with the portfolio companies to ensure high
standards of governance. The investment strategy of the Company is predicated upon the commitment of portfolio
companies to act in the interests of all stakeholders. In making investment decisions, the Investment Manager takes
into account qualitative measures such as the environmental and social impact of a company as well as financial and
operational measures.
The Company has articulated its policy on ESG factors involved in the investment decision making and evidence of
constructive engagement with investee companies. See pages 25 and 26. The ESG policy is available on both the
Company’s website and the AIC’s website. During the year, the Company released its first annual Impact Report provided
by The Good Economy, an independent advisory firm specialising in impact measurement and management. The
Report assesses the Company’s 12-month performance against its stated impact objectives relating to UN Sustainable
Development Goals: Healthcare, Education, Housing, Affordable and clean energy, Climate action and Responsible
consumption and production.
In summary, the Directors are cognisant of their duties enshrined
in Section 172 of the Companies Act 2006 to make decisions taking
into account the long-term consequences of all the Company’s
key stakeholders and reflect the Board’s belief that the long term
sustainable success of the Company is linked directly to its
key stakeholders.
Stakeholder engagement
continued

25
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report >
Governance
Financial statements
Other Information
Portfolio at a glance
Market
Company and sector objectives
Chair’s statement
Investment Manager’s report
Investment policy, results and other information
Risks and risk management
Stakeholder engagement
ESG
In recognition of the need to fulfil the Company’s investment objective
of generating attractive and regular dividends, the Board works closely
with the Investment Manager in developing its investment strategy
and underlying policies, in order to fulfil its investment objective,
in an effective and responsible way in the interests of Shareholders,
potential investors and the wider community.
RM Funds seek to minimise their operation footprint and in 2022
commissioned a study by BeZero on the firms carbon footprint:
www.rm-funds.co.uk/responsible-investing-4/
RM Funds wishes to better understand their carbon intensity and develop
carbon mitigation and offsetting strategies over the next two years.
The Board and Investment Manager recognise that investments can
have a direct impact on society and the planet and with this comes a
responsibility to positively allocate capital to companies who act to
avoid harm, benefit stakeholders or contribute to solutions.
Our philosophy is to give investors visibility over the impact of our
investments and to endeavour to report on progress. RM seeks to
actively and productively engage with investee companies to achieve
mutually beneficial outcomes.
Wherever possible RM seeks to identify investments beneficial for
contributing towards defined Sustainable Development Goal
(“SDG”) outcomes.
RM Funds is signatory to the United Nations Principles for Responsible
Investment (“UN PRI”), is fully committed to the UK Stewardship
Code and RM Funds is proud to publicly support the Paris Agreement
and Task Force on Climate-related Financial Disclosures (“TCFD”).
The 2021 PRI Scorecard can be reviewed on the Company website:
www.rm-funds.co.uk/wp-content/uploads/2022/10/2021-
Assessment-Report-for-RM-Funds-1.pdf
The Board and the Investment Manager believe that responsible
investment is important and have long been committed to high ESG
standards, integrating ESG factors into the investment process and
ensuring there is active engagement wherever possible with portfolio
companies to help them improve their ESG processes.
The UN PRI is a framework of six principles which RM Funds,
as signatory, has incorporated into its business
(https://www.unpri.org/about-us/what-are-the-principles-for-
responsible-investment). The UN PRI is a network of those in the
investment community who work together to ensure that ESG
considerations are integrated into the investment process. Further
details can be found at https://www.unpri.org/PRI. As a signatory to
the Principles, the Investment Manager publicly commits to adopt and
implement them, where consistent with their fiduciary responsibilities.
The Board is supportive of the Investment Manager’s approach.
RM Funds’ has an extensive Responsible Investment Policy which
negatively screens any investment which does not align with our ESG
philosophy. In considering ESG issues and factors, RM Funds takes into
account the requirements of the UN Guiding Principles on Business
and Human Rights, the factors set out in the SASB Materiality Map,
the targets of the Sustainable Development Goals, and the measures
needed to meet the Paris Climate Commitment. Furthermore,
RMII seeks to positively allocate capital to sectors and investments
that can meaningfully help achieve contributions towards UN
Sustainable Development Goals 3, 4, 7, 11, 12 & 13 (https://www.
un.org/sustainabledevelopment/sustainable-development-goals/).
In partnership with The Good Economy, RM Funds has developed an
impact framework that scores transactions according to the ESG and
Impact outcomes. The scoring framework is designed to assess the
core borrower ESG performance in conjunction with the impact
outcomes of the capital invested. The approach has been deliberately
aligned with recognised impact standards, and incorporates a score
that is the sum of identifiable Environmental & Social outcomes,
combined with factors that recognise our capital contribution and
borrower intentionality towards the desired outcomes. External rigour
is provided by The Good Economy, who act as the impact assurance
and reporting partner for our investors.
The Company is categorised as a lower energy user under the HMRC
Environmental Reporting Guidelines March 2019 and is therefore not
required to make the detailed disclosures of energy and carbon
information set out within the guidelines. The Company’s energy and
carbon information is not therefore disclosed in this report.
The Company has no greenhouse gas emissions to report from its
operations, nor does it have responsibility for any other emissions
producing sources under the Companies Act 2006 (Strategic Report
and Directors’ Reports) Regulations 2013.
Culture
A company’s culture would typically be defined as the beliefs and
behaviours that determine how a company’s employees and
management interact. As an investment trust, the Company has no
employees but it recognises the importance of culture and the need to
align the culture with the Company’s investment policy, values and
strategy. The Board’s culture promotes strong governance and debate
and the Company is committed to acting professionally, fairly and with
integrity in all its business dealings and relationships in which it
operates, mindful of the interests of all stakeholders
Employees
The Company has no employees. As at 31 December 2022, the
Company had three Directors of whom one is female and two are
male. The Board’s policy on diversity is contained in the Corporate
Governance Report (see page 37).
Environmental, Social and
Governance (“ESG”)

26
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Social, community and human rights issues
The Company, as an investment company, has no direct impact on
social, community, environmental or human rights matters.
Modern slavery disclosure
Due to the nature of the Company’s business, being a Company with
no employees that does not offer goods or services directly to
consumers, the Board considers that it is not within the scope of
modern slavery. The Board considers the Company’s supply chains,
dealing predominately with professional advisers and service providers
in the financial service industry, to be low risk in relation to this matter.
Board composition and succession planning
The Directors have a broad range of relevant skills required to
fulfil their duties as custodians of Shareholders investments. The
composition of the Board is reviewed at each board meeting and
any issues identified will be addressed as deemed necessary.
As the Board approaches its tenth anniversary, it is the intention that
by then the existing Directors will have resigned to be replaced by a
fresh Board. Further details of this process will be given in the next
annual report.
Outlook
The outlook for the Company is discussed in the Chair’s Statement on
page 13.
Strategic report
The Strategic Report set out on pages 1 to 26 of this Annual Report
was approved by the Board of Directors on 25 April 2023.
For and on behalf of the Board
Norman Crighton
Chair
25 April 2023
Environmental, Social and
Governance (“ESG”) continued

RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report
Governance >
Financial statements
Other information
Directors’ report
Corporate governance
Directors’ remuneration report
Report of the Audit and Management Engagement Committee
Directors’ responsibility statement
Independent Auditor’s report
27
Governance

RM Infrastructure Income PLC
Annual Report & Accounts 2022
28
Directors’ report
The Directors present their report and the audited financial statements
of the Company for the year ended 31 December 2022.
Strategic report
The Directors’ Report should be read in conjunction with the Strategic
Report on pages 1 to 26.
Corporate governance
The Corporate Governance Statement on pages 28 to 44 forms part
of this report.
Legal and taxation status
The Company is an investment company within the meaning of
Section 833 of the Companies Act 2006. The manner in which the
Company conducts its affairs meets the requirements for approval as
an investment trust under Section 1158 of the Corporation Tax Act
2010. The Company has received approval as an investment trust
and the Company must meet eligibility conditions and ongoing
requirements in order for investment trust status to be maintained.
In the opinion of the Directors, the Company has met the conditions
and requirements for approval as an investment trust for the year
ended 31 December 2022 and intends to continue to do so.
Investment Manager
RM Capital Markets Limited (“RM Funds”) is the Company’s Investment
Manager and is regulated by the Financial Conduct Authority.
The Investment Manager is appointed under a contract subject to
12 months’ notice.
On 12 May 2020 the Investment Management Agreement (the “IMA”),
dated 30 November 2016, between the Company, the Investment
Manager and the AIFM was amended. Following the amendment to
the IMA, the Investment Manager is entitled to a management fee
calculated at the rate of:
a) 0.875 per cent. of the prevailing Net Asset Value (“NAV”) in the
event that the prevailing NAV is up to or equal to £250 million; or
b) 0.800 per cent. of the prevailing NAV in the event that the
prevailing NAV is above £250 million but less than £500 million; or
c) 0.750 per cent. of the prevailing NAV in the event that the
prevailing NAV is above £500 million.
In addition, the term of the IMA was extended. Initially the IMA was
subject to 12 months’ notice, provided such notice could not be given
earlier than the third anniversary of the initial admission of
RMII’s shares to trading on the London Stock Exchange’s main
market for listed securities which took place on 15 December 2016.
Following the amendment of the IMA, the appointment of the
Investment Manager is subject to 12 months’ notice provided such
notice cannot be given earlier than 1 April 2023.
The Investment Manager continues to purchase shares in the
Company on a regular basis and the IMA provides that the Investment
Manager must apply up to 10 per cent. of the Management Fee
received quarterly (subject to a minimum of £10,000 being so applied)
by subscribing and/or purchasing shares in RMII. Although the IPO
lock-in period has expired (as at 15 December 2019) any shares that
the Investment Manager is issued as part of its management fee are
locked-in for a 12 month period from the date of issue and in addition
there was a 12 month period (to 15 December 2021) where any
disposal of shares needed to be done through the Company’s broker
so as to create an orderly market in the shares.
In accordance with the Directors’ policy on the allocation of expenses,
100% of the management fee payable is charged to revenue.
The Board reviews this policy on a periodic basis and confirms this
allocation remains consistent with their expectations of future returns
from the portfolio.
Alternative Investment Fund Manager (“AIFM”)
With effect from 2 November 2022, the name of the Company’s
Alternative Investment Fund Manager (“AIFM”) changed from Sanne
Fund Management (Guernsey) Limited to FundRock Management
Company (Guernsey) Limited. All services provided to the Company
by the AIFM remained unchanged.
FundRock Management Company (Guernsey) Limited act as AIFM of
the Company for the purposes of the Alternative Investment Fund
Manager’s Directive (“AIFMD”) subject to the overall supervision of the
Board. The AIFM has delegated responsibility for the management of
the Company’s portfolio to the Investment Manager through an
Investment Management Agreement.
Under the terms of the AIFM Agreement and with effect from
Admission, the AIFM shall be entitled to receive from the Company a
fee to be calculated and accrued monthly in arrears at a rate
equivalent to 0.125% of the Company’s NAV subject to an annualised
minimum of £85,000 applied on a monthly basis. An annual review of
the minimum fee will take place on 1 May each year. The AIFM is also
entitled to reimbursement of reasonable expenses incurred by it in the
performance of its duties.
The AIFM Agreement is terminable by either the AIFM or the Company
giving to the other not less than six months’ written notice. The AIFM
Agreement may be terminated with immediate effect on the
occurrence of certain events, including insolvency, on a change of
control of the AIFM or in the event of a material breach which fails to
be remedied within 30 days of receipt of notice. The AIFM Agreement
shall terminate immediately if the Investment Management Agreement
is terminated for whatever reason.
The AIFM must ensure that an annual report containing certain
information on the Company is made available to investors for each
financial year.

RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report
Governance >
Financial statements
Other information
Directors’ report
Corporate governance
Directors’ remuneration report
Report of the Audit and Management Engagement Committee
Directors’ responsibility statement
Independent Auditor’s report
29
Leverage (under AIFMD)
The AIFM is required to set leverage limits as a percentage of net
assets for the Company utilising methods prescribed under AIFMD.
These methods are known as the Gross Method and the Commitment
Method. Under both methods the AIFM has set current maximum
limits of leverage for the Company of 120%. A leverage percentage of
100% equates to nil leverage. The Company’s leverage under each of
these methods at the year-end is shown below:
Commitment
Gross method method
Maximum leverage limit 120% 120%
Actual leverage at 31 December 2022 113% 116%
Management engagement
The Board has reviewed the Investment Manager’s and AIFM
engagement, including its management processes, risk controls and
the quality of support provided to the Company and believes that its
continuing appointment, on its current terms, remains in the interests
of Shareholders at this time. Such a review is carried out on an annual
basis. The last review was undertaken at a meeting of the Audit and
Management Engagement Committee held on 1 November 2022.
Special reserve
In order to increase the distributable reserves available to facilitate the
payment of future dividends, on 15 March 2017, the amount standing
to the credit of the share premium account of the Company
immediately following completion of the first issue of Ordinary Shares
was cancelled and transferred to a Special reserve. The Company may,
at the discretion of the Board, pay all or part of any future dividends
out of this Special reserve, taking into account the Company’s
investment objective. Dividends will normally be funded through
interest received through investments in Loans sourced or originated
by the Investment Manager alternatively by the revenue reserve.
Share issues
The Board recommends that the Company be granted a new authority
to allot up to a maximum of 11,758,635 Ordinary Shares (representing
approximately 10% of the shares in issue, excluding Shares held in
treasury, at the date of this document) and to dis-apply pre-emption
rights when allotting those Ordinary Shares and/or selling shares from
treasury. Resolutions to this effect will be put to Shareholders at the
AGM and are contained in the Notice of AGM.
The maximum number of Ordinary Shares which can be admitted to
trading on the London Stock Exchange without the publication of a
prospectus is 20% of the Ordinary Share Capital on a rolling previous
12 month basis at the time of admission of the shares.
Treasury shares
The Companies Act allows companies to hold shares acquired by way
of market purchases as treasury shares, rather than having to cancel
them. This would give the Company the ability to re-issue Ordinary
Shares quickly and cost effectively, thereby improving liquidity and
providing the Company with additional flexibility in the management
of its capital base. No Ordinary Shares will be sold from treasury at a
price less than the (cum-income) NAV per existing Ordinary Share at
the time of their sale unless they are first offered pro rata to existing
Shareholders. The Company bought back 204,629 Ordinary Shares
into treasury during the year ended 31 December 2022.
Discount management
The Company may seek to address any significant discount to NAV at
which its Ordinary Shares of the Company may be trading, through
tender offers, buy-backs and the provision of a liquidity opportunity
consultation, as appropriate.
The Directors will consider repurchasing shares in the market if they
believe it to be in Shareholders’ interests.
The Directors may, at their absolute discretion, use available cash to
purchase in the market, shares of a class in issue at any time, subject
to having been granted authority to do so, should the shares of such
class trade at an average discount to NAV (calculated daily in
accordance with the methodology set out below) of more than 6% as
measured each month over the preceding six month trading period.
The average discount will be calculated by dividing the sum of the
discount or premium (as the case may be) on each business day in a
calendar month (adjusted for dividends) by the number of such
business days. The premium or discount on any given day is to be
calculated by reference to the closing share price and the NAV
announced for that month.
In exercising their powers to buy back shares, the Directors have
complete discretion as to the timing, price and volume of shares so
purchased. No expectation or reliance should be placed on the
Directors exercising such discretion on any one or more occasions.
The Directors have the authority to make market purchases of
Ordinary Shares. The maximum price (exclusive of expenses) which
may be paid for an Ordinary Share must not be more than the higher
of: (i) 5% above the average of the mid-market values of the Ordinary
Shares for the five Business Days before the purchase is made; or (ii)
the higher of the price of the last independent trade and the highest
current independent bid for the Ordinary Shares. Ordinary Shares will
be purchased only at prices below the prevailing NAV per Ordinary
Share, which should have the effect of increasing the NAV per Ordinary
Share for remaining Shareholders.

Directors’ report
Continued
RM Infrastructure Income PLC
Annual Report & Accounts 2022
30
It is intended that a renewal of the authority to make market purchases
will be sought from Shareholders at each Annual General Meeting
(“AGM”) of the Company and such a resolution will be put forward at
the forthcoming AGM. Purchases of Ordinary Shares will be made
within guidelines to be established from time to time by the Board.
Any purchase of Ordinary Shares would be made only out of the
available cash resources of the Company. Ordinary Shares purchased
by the Company may be held in treasury or cancelled.
Purchases of Ordinary Shares may be made only in accordance with
the Articles of Association, the Companies Act, the Listing Rules and
the Disclosure Guidance and Transparency Rules.
Since the Company’s year end, the Board decided to make use of its
share buyback powers as a means of correcting any imbalance
between supply of and demand for the Ordinary Shares.
The Company began a programme of share buybacks on 7 April 2020.
The Company has bought back a total of 4,638,222 Ordinary Shares,
representing 9.2% of the opening issued share capital, at an average
discount of 9.1%. The effect of these repurchases has been to enhance
NAV by 0.15 pence per Ordinary Share. Since the year end the Company
has bought back 50,000 Ordinary Shares, which are held in treasury.
Liquidity opportunity consultation
Within its 2020 Annual Report & Accounts issued on the 29 March
2021, the Company announced that in connection with the proposal
detailed in its 2016 IPO Prospectus, and in order to offer Shareholders
a liquidity opportunity prior to its fourth AGM (held on 8 June 2021), it
would engage with Shareholders to consider their liquidity needs and
structure a set of proposals that were suitable and cost effective.
The Company consulted widely with Shareholders, representing 90%
of shares in issue at that time and Shareholders were overwhelmingly
supportive of the Company’s performance, particularly during the
pandemic and its recovery, as well as the updated investment focus
and strategy. There was very limited appetite from those Shareholders
to participate in a liquidity opportunity.
As a result of this positive feedback, the lack of Shareholder demand
for a near-term liquidity opportunity, and noting the disproportionate
administrative and cost burden of putting together formal liquidity
proposals, the Board determined that the next liquidity opportunity
would be put to Shareholders in three years’ time.
Following the extensive consultation exercise with Shareholders the
Board confirmed that the weighted average life of the portfolio would
not materially exceed three years, immediately prior to the next
liquidity opportunity consultation. In addition, should the shares trade
at an average discount of more than zero per cent. as measured over
the six-month period commencing on 1 October 2022 and ending on
31 March 2023, the Board would seek to bring the liquidity opportunity
consultation forward by 12 months, to two years’ time i.e. prior to the
AGM to be held on 30 May 2023. As outlined in the Chairman’s
statement on page 13 the Board will honour this commitment and the
Company’s joint brokers will be consulting with Shareholders shortly.
The proposed liquidity opportunity consultation creates uncertainty
which is reflected in the going concern assessment on page 31 and
notes to the financial statements on page 60.
Market information
The Company’s share capital is listed on the London Stock Exchange.
The NAV per Share is calculated in sterling for each business month
that the London Stock Exchange is open for business. The monthly
NAV per Share is published through a regulatory information service.
Capital structure and voting rights
At the year end, the Company’s issued share capital comprised
117,636,359 Ordinary Shares of 1 pence nominal value, excluding
shares held in treasury. Each holder of Shares is entitled to one vote.
All Shares carry equal voting rights and there are no restrictions on
those voting rights. Voting deadlines are stated in the Notice of
Meeting and Form of Proxy, at the end of this document, and have
been set in accordance with the Companies Act 2006.
There are no restrictions on the transfer of Ordinary Shares, nor are
there any limitations or special rights associated with the Shares.
Therefore as at 31 December 2022, there were 117,636,359 Ordinary
Shares in issue, minus treasury shares. During the year, the Company
has bought 204,629 Ordinary Shares, which are held in treasury. Since
the year end, the Company has bought 50,000 Ordinary Shares.
Significant Shareholders
As at 31 December 2022, the Directors have been formally notified of
the following interests comprising 3% or more of the issued share
capital of the Company:
Ordinary Shares % of voting
held rights held
Hawksmoor Investment Management 11,817,638 10.03%
CCLA Investment Management 11,461,152 9.72%
FS Wealth 6,218,171 5.27%
Quilter plc 5,568,415 4.72%
Brooks Macdonald Asset
Management Limited 5,375,799 4.54%
Since the year end, the Company has not been formally notified of any
changes in the above shareholdings.
Settlement of Ordinary Share transactions
Ordinary Share transactions in the Company are settled by the CREST
share settlement system.

RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report
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Other information
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Independent Auditor’s report
31
Revolving credit facility (“RCF”)
The Company has a revolving credit facility with OakNorth Bank.
On 26 March 2021, the Company renewed and amended its Revolving
Credit Facility with OakNorth Bank. Under the terms of the amended
Revolving Credit Facility, the Company may draw down loans up to an
aggregate value of £10.5 million, on materially similar terms as the
Company’s previous RCF.
During the year, the Company drew cumulative amount of £12.6
million from the revolving credit facility and repaid cumulative amount
of £14.9 million. The remaining balance as at 31 December 2022
amounts to £17.3 million. The RCF facility expires on 26 March 2024.
Custodian
US Bank Global Corporate Trust Services act as the Company’s custodian.
Company Secretary & Administrator
Apex Listed Companies Services (UK) Limited (formerly Sanne Fund
Services (UK) Limited) provide company secretarial and administration
services to the Company, including calculation of its daily NAV. Sanne
Group acquired the PraxisIFM Funds Business in December 2021 and
Sanne Group was subsequently acquired by the Apex Group in August
2022. However, the personnel servicing the Company’s business
remain largely unchanged including the continuing appointment of
the Company Secretary.
Valuation agent
Mazars LLP has been re-appointed as the Company’s valuer to value
the Company’s loan investments in accordance with IFRS.
Anti-bribery and corruption
It is the Company’s policy to conduct all of its business in an honest
and ethical manner. The Company takes a zero-tolerance approach to
bribery and corruption and is committed to acting professionally, fairly
and with integrity in all its business dealings and relationships
wherever it operates. The Company’s policy and the procedures that
implement it are designed to support that commitment.
Notice of general meetings
At least 21 days’ notice shall be given to all the members and to the
auditors. All other general meetings shall also be convened by not less
than 21 days’ notice to all those members and to the auditors unless
the Company offers members an electronic voting facility and a special
resolution reducing the period of notice to not less than 14 days has
been passed, in which case a general meeting may be convened by not
less than 14 days’ notice in writing. A special resolution will be
proposed at the Annual General Meeting to reduce the period of notice
for general meetings other than the Annual General Meeting to not
less than 14 days. The Company would only ever use the shorter notice
period where it is merited by the purpose of the meeting and will
always endeavour to give shareholders at least 21 days’ notice.
Going concern
The Directors have adopted the going concern basis in preparing the
financial statements. The following is a summary of the Directors’
assessment of the going concern status of the Company, which should
be read in conjunction with the viability statement.
The Directors have a reasonable expectation that the Company has
adequate resources to continue in operational existence for at least 12
months from the date of this document. In reaching this conclusion,
the Directors have considered the Company’s portfolio of loan
investments of £120.0 million (2021: £126.7 million) as well as its
income and expense flows and the cash position of £3.0 million (2021:
£3.3 million). The Company’s net assets at 31 December 2022 were
£108.8 million (2021: £111.3 million). The total expenses (excluding
finance costs and taxation) for the year ended 31 December 2022 were
£2.2 million (2021: £2.6 million), which represented approximately
1.86% (2021: 1.92%) of average net assets during the year. At the date
of approval of this document, based on the aggregate of investments
and cash held, the Company has substantial operating expenses cover.
The financial markets have experienced considerable turmoil as a
result of the ongoing impact of Covid-19 and the conflict in Ukraine
that has impacted markets throughout the world, including the United
Kingdom. The Board is keeping the development of these situations
under close scrutiny. The Board has noted the rise in interest rates.
With regards to any further interest rate increases by global central
banks, the portfolio remains well positioned through the Investment
Manager’s focus on creating a portfolio of high yielding and short
duration loans that do not hold significant exposure to interest rate
movements. The Board does not believe that these situations will
affect the Company’s going concern status.
The Directors have fully considered each of the Company’s loans.
Income obligations have been met by borrowers and there is a diverse
portfolio of Loan investments. However, these loans have a number of
specific lender protections (such as loan to value covenants and
cashflow or earnings covenants) which are being monitored. A
prolonged and deep market decline could lead to falling values to the
underlying business or interruptions to cashflow, however the
Company currently has more than sufficient liquidity available to meet
any future obligations. The Investment Manager has performed stress
tests on the Company’s income and expenses and the Directors remain
comfortable that the Company has substantial operating expenses
cover and adequate liquidity.
The financial statements have been prepared on the going concern
basis. The Directors have concluded that there is a reasonable
expectation that the Company will have adequate liquidity and cash
balances to meet its liabilities as they fall due and continue in
operational existence for the foreseeable future and continue as a
going concern for the period to 31 March 2024.
Material uncertainty regarding liquidity
opportunity consultation
While the Directors have concluded the Company’s financial
statements shall be prepared on a going concern basis, the Directors
note that the upcoming liquidity opportunity consultation creates
material uncertainty.

RM Infrastructure Income PLC
Annual Report & Accounts 2022
32
Directors’ report
Continued
Viability statement
The Directors have assessed the viability of the Company for the five
years to 31 December 2027 (the “Period’’) as they consider this to be an
appropriate time horizon, taking into account the long-term nature of
the Company’s investment strategy, the principal and emerging risks
outlined on pages 17 to 21 and weighted average life of the Company’s
loan instruments. The 5 year viability period and assessment is prepared
on the assumption that the liquidity event (which gives rise to a material
uncertainty on going concern as described on page 30) will not result in
a significant change in the current strategy of the Company.
The Directors have also considered the impact on the Russia/Ukraine
conflict. However, the Company’s portfolio has no direct exposure to
Russia or Ukraine and the Company’s business model remains sound.
The Directors have also considered that should the Company’s shares
trade at an average discount of more than zero per cent. as measured
over the six-month period commencing on 1 October 2022 and ending
on 31 March 2023, the Board will seek to bring forward a liquidity
opportunity consultation by 12 months i.e. prior to the AGM in 2023.
In their assessment of the prospects of the Company, the Directors
have considered each of the principal risks and uncertainties set out
above and the liquidity and solvency of the Company. The Directors
have considered the Company’s income and expenditure projections
and believe that they meet the Company’s funding requirements.
Portfolio activity and market developments are discussed at each
quarterly Board meeting. The internal control framework of the
Company is subject to a formal review on a regular basis.
The Company’s income from investments provides substantial cover to
the Company’s operating expenses and any other costs likely to be
faced by the Company over the Period of their assessment.
The Chair’s Statement and Investment Manager’s Report present the
positive long-term investment case for secured debt instruments
which also underpins the Company’s viability for the Period.
Based on this assessment, the Board has a reasonable expectation
that the Company will be able to continue in operation and meet its
liabilities as they fall due in the Period.
Directors’ indemnities
Details on the Directors’ indemnities in place are provided in the
Directors’ Remuneration Report.
Annual General Meeting
Resolutions relating to the following items of special business will be
proposed at the forthcoming Annual General Meeting (“AGM”) to be
held on 30 May 2023.
Issuance of Ordinary Shares and
dis-application of pre-emption rights
Resolutions 9 and 10 provide authority to issue Ordinary Shares and
to dis-apply pre-emption rights.
The Directors intend to use the net proceeds of any issuance to invest
in loans, predominately secured against assets such as real estate or
plant and machinery, in accordance with the Company’s investment
objective and Investment Policy and for working capital purposes.
At the forthcoming AGM, the Board is seeking authority to allot
up to a maximum of 11,758,635 Ordinary Shares (representing
approximately 10% of the Ordinary Shares in issue at the date of this
document) and to dis-apply pre-emption rights when allotting those
Ordinary Shares. The authority granted under resolutions 9 and 10 will
expire at the conclusion of the Annual General Meeting to be held in
2024. The full text of resolution 1 to 12 are set out in the Notice of
Meeting on pages 84 and 85.
The authority granted by Shareholders to issue Ordinary Shares will
provide flexibility to grow the Company and further expand the
Company’s assets. Ordinary Shares issued under this authority will
only be issued at a premium to the NAV (cum-income) after taking
into account the costs of issue. Ordinary Share issues are at the
discretion of the Board.
Authority to purchase own shares
At the Company’s AGM on 31 May 2022, the Directors were granted
authority to make market purchases of up to 14.99% of the Ordinary
Shares in issue, equating to a maximum of 17,664,364 Ordinary
Shares. During the year ended 31 December 2022, the Company
bought back a total of 204,629 Ordinary Shares. The effect of these
repurchases has been to enhance NAV by 0.15 pence per Ordinary
Share. Since the year end the Company has bought back 50,000
Ordinary Shares, which are held in treasury.
The authority to make market purchases expires at the conclusion of
the AGM of the Company on 30 May 2023. The Directors recommend
that a new authority to purchase up to 17,626,195 Ordinary Shares
(subject to the condition that not more than 14.99% of the Ordinary
Shares in issue, excluding treasury Shares, at the date of the AGM
are purchased) be granted and a resolution to that effect will be put
to the AGM.

RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report
Governance >
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Independent Auditor’s report
33
Purchases of Ordinary Shares will be made within guidelines to be
established from time to time by the Board. Any purchase of Ordinary
Shares would be made only out of the available cash resources of the
Company. Ordinary Shares purchased by the Company may be held in
treasury or cancelled. Purchases of Ordinary Shares may be made only
in accordance with the Articles of Association, the Companies Act, the
Listing Rules and the Disclosure Guidance and Transparency Rules.
The Companies Act 2006 permits companies to hold shares acquired
by way of market purchase as treasury shares, rather than having to
cancel them. This provides the Company with the ability to re-issue
Ordinary Shares quickly and cost effectively, thereby improving
liquidity and providing the Company with additional flexibility in the
management of its capital base. No Ordinary Shares will be sold from
treasury at a price less than the (cum-income) NAV per existing
Ordinary Share at the time of their sale unless they are first offered
pro rata to existing Shareholders.
Unless otherwise authorised by Shareholders, Ordinary Shares will
not be issued at less than NAV and Ordinary Shares held in treasury
will not be sold at less than NAV.
Authority to pay dividends as interim dividends
Resolution 8 is an ordinary resolution and provides authority to declare
and pay all dividends of the Company as interim dividends.
The last dividend in respect of any financial year is declared prior to the
AGM therefore, it is declared as a fourth interim dividend and no final
dividend is payable. The Board understands that this means that
Shareholders will not be given the opportunity to vote on the payment
of a final dividend. However, the Board believe that the payment of
a fourth interim dividend as opposed to a final dividend is in the
best interests of Shareholders, as it provides them with regularity
on the frequency of dividend payments and avoids the delay to
payment which would result from the declaration of a final dividend.
A resolution will be put forward at the AGM to approve the policy of
declaring and paying all dividends of the Company as interim
dividends. The Company targeted an annualised dividend of 6.5p
for the financial year to 31 December 2022.
Auditor information
Each of the Directors at the date of the approval of this report
confirms that:
(i) so far as the Director is aware, there is no relevant audit
information of which the Company’s auditors are unaware; and
(ii) the Director has taken all steps that he ought to have taken as
Director to make himself aware of any relevant information and to
establish that the Company’s auditors are aware of that information.
This confirmation is given and should be interpreted in accordance
with the provisions of Section 418 of the Companies Act 2006.
In accordance with Section 489 of the Companies Act 2006, an
ordinary resolution to re-appoint Ernst & Young LLP as the Company’s
auditors will be put forward at the forthcoming Annual General
Meeting and the Board will seek authority to determine their
remuneration for the forthcoming year.
By order of the Board
Ciara McKillop
For and on behalf of
Apex Listed Companies Services (UK) Limited
Company Secretary
25 April 2023

RM Infrastructure Income PLC
Annual Report & Accounts 2022
34
Corporate governance
Introduction
The Board of the Company has considered the Principles and
Provisions of the 2019 Association of Investment Companies (“AIC”)
Code of Corporate Governance. The AIC Code addresses the Principles
and Provisions set out in the UK Corporate Governance Code (the
“UK Code”), as well as setting out additional Provisions on issues that
are of specific relevance to the Company.
The Board considers that reporting against the Principles and
Provisions of the AIC Code, which has been endorsed by the Financial
Reporting Council (“FRC”), provides more relevant information to
Shareholders. AIC members who report against the AIC Code fully
meet their obligations under The UK Corporate Governance Code and
the related disclosure requirements contained in the Listing Rules.
The Company has complied with the Principles and Provisions of the
AIC Code during the financial year ended 31 December 2022.
The AIC Code is available on the AIC website (www.theaic.co.uk).
It includes an explanation of how the AIC Code adapts the Principles
and Provisions set out in the UK Code to make them relevant for
investment companies.
During the financial year ended 31 December 2022, the Company
has complied with the recommendations of the AIC Code and the
relevant provisions of The UK Corporate Governance Code, except
as set out below.
The UK Corporate Governance Code includes provisions relating to:
(i) the role of the Chief Executive;
(ii) the appointment of a Senior Independent Director;
(iii) executive Directors’ remuneration; and
(iv) the need for an internal audit function.
The Board considers that these provisions are not relevant to this
externally managed investment company. The Company has no
employees and all the day-to-day management and administrative
functions are outsourced to third parties.
The Audit and Management Engagement Committee has considered
the need for an internal audit function and deemed that it is not
appropriate given the nature and circumstances of the Company but
keeps the needs for an internal audit function under periodic review.
The Board
The Board has overall responsibility for the effective stewardship for
the Company’s affairs. Its primary responsibility is to promote the long-
term sustainable success of the Company, generate value for
shareholders and have regard to stakeholder interests. It also
establishes the Company’s purpose, values and strategy, and satisfies
itself that these and its culture are aligned. It has a number of matters
formally reserved for its approval including strategy, investment policy,
treasury matters, dividend and corporate governance policy. The
Board approves the financial statements, revenue budgets and reviews
the performance of the Company. Full and timely information is
provided to the Board to enable the Board to function effectively and
to allow Directors to discharge their responsibilities.
The Board considers the balance of skills, knowledge, diversity
(including gender and ethnicity) and experience, amongst other
factors when reviewing its composition and encourages applications
from candidates from a broad range of background and experience
and will seek to appoint the most suitable candidate. The Board has
considered the recommendations of the McGregor-Smith and the
Hampton Alexander reviews as well as the Parker review, but does not
consider it appropriate to establish targets or quotas in these regards.
The Board has considered the new FCA Listing Rule 9.8.6R (9)(a)
requirements which apply to accounting periods commencing on or
after 1 April 2022 and will report in detail on diversity targets for the
year ending 31 December 2023. However, it should be noted that the
Board currently comprises three Non-executive Directors of whom
33% are female, the Chair of the Audit and Management Engagement
Committee is female and all Directors are classified as White British or
Other White. All the Directors have served during the entire period
since their appointment on 13 November 2016. As the Board
approaches its tenth anniversary, it is the intention that by then the
existing Directors will have resigned to be replaced by a fresh Board.
Further details of this process will be given in the next annual report.
The Directors have a broad range of relevant experience to meet the
Company’s requirements and their biographies are given below:
Norman Crighton (Non-executive Chair)
Norman is currently a Non-executive Chair of Harmony Energy Income
Trust plc, Weiss Korea Opportunity Fund and AVI Japan Opportunity
Trust. Norman was, until May 2011, an Investment Manager at Metage
Capital Limited where he was responsible for the management of a
portfolio of closed-ended funds and has over 30 years’ experience in
closed-end funds having worked at Olliff and Partners, LCF Edmond de
Rothschild, Merrill Lynch, Jefferies International Limited and latterly
Metage Capital Limited. His experience in investment banking covers
analysis and research as well as sales, market making, proprietary
trading and corporate finance.

Guy Heald (Non-executive Director)
Guy has spent most of his career in banking, not only specialising in
markets, but also in general management positions overseeing all
aspects of banking, including lending. He worked in London, New
York and Tokyo and has an extensive knowledge of companies needs
for financing and managing interest rate, liquidity and foreign
exchange risks. During his career he worked for Brown Shipley,
Chemical Bank and HSBC where he held senior positions including
Head of Global Markets and Chief Executive Officer at HSBC Japan.
After leaving banking in 2003 he has served as an adviser, Non-
executive Director and trustee of several charities as well as starting a
number of successful family companies of his own. The SME market
is of particular interest to Guy, specifically the challenges facing
companies in their pursuit for growth, as he invests venture and
growth capital himself.
Marlene Wood (Non-executive Director and Chair of the Audit
and Management Engagement Committee)
Marlene is a chartered accountant with a broad range of experience in
both the private and public sector and is currently a Non-executive
Director and Chair of the Audit Committee of Atrato Onsite Energy plc
and Home REIT plc. She was formerly Non-executive Director and
Chair of the Audit Committee for GCP Student Living plc.
Marlene has over 20 years’ experience in the commercial property
sector having been finance director for Miller Developments raising
finance for major property transactions both in the UK and Europe.
Her experience covers governance and risk management as well as
financial oversight and debt raising.
Composition
The Board believes that during the year ended 31 December 2022 its
composition was appropriate for an investment company of the
Company’s nature and size. All of the Directors are independent of the
Investment Manager and are able to allocate sufficient time to the
Company to discharge their responsibilities effectively.
The Board has not appointed a Senior Independent Director (“SID”).
Given the size and composition of the Board it is not felt necessary to
separate the roles of Chair and SID.
Tenure
The Board recognises the benefits to the Company of having longer
serving Directors together with progressive refreshment of the Board.
The Board does not believe that length of service in itself necessarily
disqualifies a director from seeking reappointment but, when making a
recommendation, the Board will take into account the requirements of
the AIC Code. The Board has adopted corporate governance best
practice and has a succession plan in place. All Directors must stand
for annual reappointment. No Director of the Company has served for
nine years or more and all Directors remain independent of the
Company’s Investment Manager.
In accordance with the Company’s Articles of Association, at each
Annual General Meeting, every Director shall retire from office and
offer themselves for re-election. Resolutions for the re-election of each
Director will be proposed as ordinary resolutions at the Annual General
Meeting of the Company to be held on 30 May 2023.
The Directors have appointment letters which do not provide for any
specific term. Copies of the Directors’ appointment letters are available
on request from the Company Secretary. Upon joining the Board, any
new Directors receive an induction and relevant training is available to
Directors on an ongoing basis. The Board’s policy for the appointment
of Non-executive Directors is based on its belief in the benefits of
having a diverse range of experience, skills, length of service and
backgrounds, including but not limited to gender diversity.
The Directors, in order to fulfil their duties, are able to take independent
professional advice at the expense of the Company. A policy of insurance
against Directors’ and officers’ liabilities is maintained by the Company.
Board committees
The Company has established an Audit and Management Engagement
Committee (“Committee”) which is chaired by Marlene Wood and consists
of all the Directors. A report of the Audit and Management Engagement
Committee is included in this Annual Report on pages 42 and 43.
The Company has not established a nomination committee or a
remuneration committee because all of the Directors are Independent
Non-executive Directors of the Company. Therefore, the Board as a
whole will consider any further Director appointments, remuneration,
length of service and any other relevant matters.
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report
Governance >
Financial statements
Other information
Directors’ report
Corporate governance
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Report of the Audit and Management Engagement Committee
Directors’ responsibility statement
Independent Auditor’s report
35

Corporate governance
Continued
RM Infrastructure Income PLC
Annual Report & Accounts 2022
36
The Audit and Management Engagement Committee meets at least twice
a year or more often if required. The Audit and Management Engagement
Committee’s principal duties are to consider the appointment,
independence, objectivity, and remuneration of the auditor and to review
the annual accounts and half-yearly financial report. The Committee also
examines the effectiveness of the Company’s risk management and
internal control systems and receives information from the AIFM and the
Portfolio Manager. In addition the terms of the appointment of the
Investment Manager are annually reviewed as well as, the Investment
Manager’s performance and the terms of the Investment Management
and AIFM Agreements. The Committee also reviews the continued
appointment and performance of the Company’s other service providers.
Meeting attendance
The actual number of formal meetings of the Board and Committee
during the year under review is given below, together with individual
Director’s attendance at those meetings.
Audit and Management
Directors Quarterly Board Engagement Committee
Norman Crighton 4/4 3/3
Marlene Wood 4/4 3/3
Guy Heald 4/4 3/3
There were also a number of other Board and committee meetings to
deal with administrative matters and approval of documentation.
Division of responsibilities
The following sets out the division of responsibilities between the
Chair, Board and the Committee Chair.
Role of the Chair
> Leadership to the Board;
> Ensure the Board are provided with sufficient information in order
to ensure they are able to discharge their duties;
> Ensure each Board member’s views are considered and appropriate
action taken;
> Ensure that each Committee has the support required to fulfil
their duties;
> Engage the Board in assessing and improving its performance;
> Oversee the induction and development of Directors;
> Support the Investment Manager and other service providers;
> Seek regular engagement with major Shareholders in order to
understand their views on governance and performance against
the company’s investment objective and investment policy;
> Ensure the Board as a whole has a clear understanding of the
views of Shareholders;
> Ensure regular engagement with each service provider; and
> Keep up to date with key developments.
Role of Audit and Management Engagement Committee Chair
> Ensure appropriate papers are considered at meetings;
> Review the half-yearly and annual reports;
> Review the Company’s internal financial controls and the internal
control and risk management systems of the Company and its third
party service providers;
> Make recommendations to the Board in relation to the appointment
of the external auditor and their remuneration;
> Review the scope, results, cost effectiveness, independence and
objectivity of the external auditor;
> Develop and implement policy on the engagement of the external
auditor to supply non-audit services and taking into account
relevant guidance regarding the provision of non-audit services by
the external audit firm; and
> Consider the terms of appointment of the Investment Manager and
annually review the appointment and the terms of the Investment
Management Agreement.
> Ensure committee members views and opinions are appropriately
considered;
> Seek engagement with Shareholders on significant matters related
to their areas of responsibility; and
> Maintain relationships with advisers; and
> Consider appointing independent professional advice where
deemed appropriate.
Role of the Board
Strategy and management
> Responsibility for overall management of the Company
> Review of the performance of the AIFM and the investment manager
> Review of the performance of key service providers
> Consideration of any change of investment policy
> Support the Board Chair and service providers in fulfilling their role
> Provide appropriate opinion, advice and guidance to the Chair and
fellow Board members;

Share capital
> Changes to the Company’s share capital
> Changes to the Company’s listing status
Financial reporting
> Approval of half-yearly financial reports and results announcements
> Approval of annual report and accounts and any contents therein
> Approval of initial accounts and interim accounts
> Approval of interim dividends and recommendation of final
dividends (if any)
Internal controls
> Oversight of appropriate system of internal controls
> Receiving reports on controls from the AIFM, investment manager
and administrator
> Conducting an annual assessment of the controls of the above
service providers
> Statement on internal controls to be made in Annual Report
Contract review
> All material contracts entered into or terminated by the Company
Communication
> Approval of all resolutions to be put forward at meetings
> Approval of all circulars, prospectuses and listing particulars
Board composition
> Changes to structure, size or composition of the Board
> Succession planning
> Determining the remuneration of the Directors
> Determining insurance cover requirements for the Board
Corporate governance
> Review of the Company’s corporate governance processes
and arrangements
> Considering the performance of the Company’s Directors
> Considering the Directors’ independence
Other
> Any other matters, which the Board deems to be appropriate
for its reservation.
Board diversity
Whilst having regard to the size of the Company and its cost base, the
Company’s policy is that the Board should have an appropriate level of
diversity in the boardroom, taking into account relevant skills, gender,
social and ethnic backgrounds, cognitive and personal strengths.
Brief biographies of the Directors are shown on pages 34 and 35. The
policy is to ensure that the Company’s Directors bring a wide range of
knowledge, experience skills, backgrounds and perspectives to the
Board. There will be no discrimination on the grounds of gender,
religion, race, ethnicity, sexual orientation, age or physical ability. The
overriding aim of the policy is to ensure that the Board is composed of
the best combination of people for ensuring effective oversight of the
Company and constructive support and challenge to the Investment
Manager. Consideration is given to the recommendations of the AIC
Code and the Board supports the recommendations of the Hampton
Alexander Review.
The Board appraises its collective set of cognitive and personal
strengths, independence and diversity on an annual basis, so as to
ensure it is aligned with the Company’s strategic priorities. The
performance appraisal process is described below. The Board believes
its composition is appropriate for the Company’s circumstances.
However, in line with the Board’s succession planning and tenure
policy, or should strategic priorities change, the Board will review and,
if required, adjust its composition. As at date of this Report, the Board
comprises two male and one female Board member.
The Board will take account of the targets set out in the FCA’s Listing
Rules, which are set out below. As an externally managed investment
company, the Board employs no executive staff, and therefore does not
have a Chief Executive Officer (“CEO”) or a Chief Financial Officer (“CFO”) –
both of which are deemed senior board positions by the FCA. However,
the Board considers the Chair of the Audit and Management
Engagement Committee to be a senior board position and the following
disclosure is made on this basis. Other senior board positions recognised
by the FCA are Chair of the Board. In addition, the Board has resolved
that the Company’s year end date be the most appropriate date for
disclosure purposes. The following information has been provided by
each Director. There have been no changes since 31 December 2022.
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report
Governance >
Financial statements
Other information
Directors’ report
Corporate governance
Directors’ remuneration report
Report of the Audit and Management Engagement Committee
Directors’ responsibility statement
Independent Auditor’s report
37

Corporate governance
Continued
Board composition as at 31 December 2022
Number of
Number of Percentage of senior positions
Board members the Board on the Board
Men 2 67% 1
Women 1 33% 1
Prefer not to say – – –
Number of
Number of Percentage of senior positions
Board members the Board on the Board
White British or
Other White (including
minority-white groups) 3 100% 2
Asian/Asian British – – –
Prefer not to say – – –
Performance appraisal
A formal annual performance appraisal process is performed on the
Board, the Chair, the Audit and Management Engagement Committee,
the Investment Manager and the Company’s main service providers.
A programme consisting of open and closed ended questions was
used as the basis for the appraisal. The results were reviewed by the
Chair and discussed with the Board. A separate appraisal of the Chair
was carried out by the other members of the Board and the results
reported back to the Chair of the Board by the Chair of the Audit and
Management Engagement Committee. The results of the performance
evaluation were positive and demonstrated that the Investment
Manager, main service providers, Board, Chair, Committee Chair and
individual Directors showed the necessary commitment for the
effective fulfilment of their duties.
Internal control
The AIC Code requires the Board to review the effectiveness of the
Company’s system of internal controls. The Board recognises its ultimate
responsibility for the Company’s system of internal controls and for
monitoring its effectiveness. The system of internal controls is designed
to manage rather than eliminate the risk of failure to achieve business
objectives. It can provide only reasonable assurance against material
misstatement or loss. The Board has undertaken a review of the aspects
covered by the guidance and has identified risk management controls in
the key areas of business objectives, accounting, compliance, operations
and secretarial as being matters of particular importance upon which it
requires reports. The Board believes that the existing arrangements, set
out below, represent an appropriate framework to meet the internal
control requirements. Through these procedures the Directors have kept
under review the effectiveness of the internal control system throughout
the year up to the date of this report.
Financial aspects of internal control
The Directors are responsible for the internal financial control systems
of the Company and for reviewing their effectiveness. These aim to
ensure the maintenance of proper accounting records, the reliability
of the financial information upon which business decisions are made
and which is used for publication and that the assets of the Company
are safeguarded. As stated above, the Board has contractually
delegated to external agencies the services the Company requires and
the Board monitors the internal control framework established by the
Investment Manager, the AIFM, the Administrator and the Company’s
Custodian to provide reasonable assurance on the effectiveness of
internal financial controls.
These key procedures include review of management accounts and NAV
and monitoring of performance at quarterly Board meetings, valuation
of loans by an independent valuer, segregation of the administrative
function from that of cash, custody and investment management,
maintenance of appropriate insurance and adherence to physical and
computer security procedures. In addition, robust procedures have been
put in place for authorisation of all expense payments.
The Statement of Directors’ Responsibilities in respect of the financial
statements is on page 44 and a Statement of Going Concern is on
page 31. The Report of the Independent Auditor is on pages 45 to 52.
RM Infrastructure Income PLC
Annual Report & Accounts 2022
38

Other aspects of internal control
The Board holds quarterly meetings, plus additional meetings as
required. Between these meetings there is regular contact with the
Investment Manager, the Company Secretary and the Administrator.
The Board has agreed policies with the Investment Manager on key
operational issues. The Investment Manager and/or AIFM report in
writing to the Board on all operational and compliance issues.
The Directors review management accounts from the Administrator,
including holdings in the portfolio, transactions and other aspects of
the financial position of the Company. Additional ad hoc reports are
received as required and Directors have access at all times to the
advice and services of the Corporate Company Secretary, which is
responsible to the Board for ensuring that Board procedures are
followed and that applicable rules and regulations are complied with.
This contact with the Investment Manager and the other key service
providers enables the Board to monitor the Company’s progress towards
its objectives and encompasses an analysis of the risks involved. The
effectiveness of the Company’s risk management and internal controls
systems is monitored and a formal review, utilising a detailed risk
assessment programme has been completed. This included
consideration of the Administrator’s and the Registrar’s internal controls
report. There are no significant findings to report from the review.
Principal risks
The Directors confirm that they have carried out a robust assessment
of the principal risks facing the Company, including those that would
threaten its business model, future performance, solvency or liquidity.
The principal risks and how they are being managed is set out in the
Strategic Report on pages 19 to 21.
Shareholder relations
The Company seeks to provide a minimum of 20 working days’ notice
of the Annual General Meeting. The Notice of Meeting sets out the
business of the AGM and any item not of an entirely routine nature is
explained in the Directors’ Report. Separate resolutions are proposed
for each substantive issue.
In line with the requirements of the Companies Act 2006, the
Company will hold an AGM of Shareholders to consider the resolutions
laid out in the Notice of Meeting. The Board encourages Shareholders
to attend and participate in the Company’s forthcoming AGM on
30 May 2023 at 6th Floor, 125 London Wall, London EC2Y 5AS.
If Shareholders are unable to attend the meeting in person, they are
strongly encouraged to vote by proxy and to appoint the “Chairman of
the AGM” as their proxy. Details of how to vote, either electronically, by
proxy form or through CREST, can be found in the Notes to the Notice
of AGM on pages 86 to 88. The lodging of a form of proxy (or an
appointment of a proxy through CREST) will not however prevent a
Shareholder from attending the AGM and voting in person if they so
wish (subject to any future restrictions which may be imposed by the
UK Government in response to the COVID-19 pandemic).
The Company’s Brokers and Investment Manager, together with the
Chair, seeks regular engagement with major Shareholders in order to
understand their views on governance and performance against the
Company’s investment objective and investment policy.
Exercise of voting powers and stewardship code
The Company and the Investment Manager support the UK
Stewardship Code issued by the Financial Reporting Council, but the
UK Stewardship Code has limited applicability to the Company’s
circumstances as the Company holds loan investments.
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report
Governance >
Financial statements
Other information
Directors’ report
Corporate governance
Directors’ remuneration report
Report of the Audit and Management Engagement Committee
Directors’ responsibility statement
Independent Auditor’s report
39

Directors’ remuneration report
This report has been prepared in accordance with Schedule 8 of the
Large and Medium-sized Companies and Company’s (Accounts and
Reports) (Amendment) Regulations 2013. An Ordinary resolution for
the approval of this report will be put forward at the forthcoming
Annual General Meeting.
The Directors’ Remuneration Report is put forward for approval by
Shareholders on an annual basis. The result of the Shareholder
resolution on the Remuneration Report is non-binding on the
Company, although it gives Shareholders an opportunity to express
their views, which will be taken into account by the Board.
The law requires the Company’s auditor to audit certain areas of the
disclosures provided. Where disclosures are audited they are indicated
as such. The auditor’s opinion is on page 45.
Remuneration
The Company currently has three Non-executive Directors.
As detailed in the Company’s prospectus dated 12 March 2018,
Directors’ fees are payable at the rate of £30,000 per annum for each
Director other than the Chair, who is entitled to receive £36,000. The
Chair of the Audit and Management Engagement Committee is
entitled to additional fees of £3,000 per annum.
The Board believes that these fees appropriately reflect prevailing
market rates for an investment trust of the Company’s complexity and
size and will also enable the Company to attract appropriately
experienced additional Directors in the future.
The Board reviews the fees payable to the Directors on an annual basis.
Directors’ service contracts
The Directors do not have service contracts with the Company and
are not entitled to compensation on loss of office. The Directors have
appointment letters which do not provide for any specific term.
However, they are subject to re-election by Shareholders on an
annual basis.
Directors’ indemnities
Subject to the provisions of the Companies Act, but without prejudice
to any indemnity to which a Director might otherwise be entitled, every
past or present Director or officer of the Company (except the auditors)
may, at the discretion of the Board, be indemnified out of the assets
of the Company against all costs, charges, losses, damages and
liabilities incurred by him for negligence, default, breach of duty,
breach of trust or otherwise in relation or connection to the affairs
or activities of the Company.
In addition, the Board has purchased and maintains insurance at the
expense of the Company for the benefit of such persons indemnifying
them against any liability or expenditure incurred by them for acts or
omissions as a Director or Officer of the Company.
Director search and selection fees
No Director search and selection fees were incurred in the year ended
31 December 2022.
Performance
The following chart shows the performance of the Company’s share
price on a total return basis in comparison to the S&P Global
Leveraged Loan Index GBP Hedged total return (the Company’s
comparator) since the Company doesn’t have a set benchmark.
Directors’ emoluments for the year ended
31 December 2022 (Audited)
The Directors who served during the year received the following
remuneration for qualifying services.
Fees for the Fees for the
year ended year ended
31 December 2022 31 December 2021
£’000 £’000
Norman Crighton 36 36
Marlene Wood 33 33
Guy Heald 30 30
There were no taxable benefits claimed during the years ended
31 December 2022 or 31 December 2021. None of the above fees
were paid to third parties.
% change % change % change
2019 to 2020 2020 to 2021 2021 to 2022
Norman Crighton Nil Nil Nil
Marlene Wood Nil Nil Nil
Guy Heald Nil Nil Nil
A non-binding Ordinary resolution to approve the Directors’
Remuneration Implementation Report contained in the Annual Report
for the year ended 31 December 2021 was put forward at the Annual
General Meeting held on 31 May 2022. The resolution was passed with
100% of the proxy votes cast (including discretionary votes) being in
favour of the resolution. A non-binding ordinary resolution to approve
the Directors’ Remuneration Report contained in the Annual Report for
the year ended 31 December 2022 will be put forward for approval at
the Company’s Annual General Meeting to be held on 30 May 2023.
RM Infrastructure Income PLC
Annual Report & Accounts 2022
40
40
-20
-10
0
10
20
30
RMII Share Price Total Return of: 25%
RMII NAV Total Return of: 37%
S&P Global Leveraged Loan Index GBP Hedged Total Return of: 10%
Jan 17
Dec 19
Dec 18
Dec 20
Dec 22Dec 21

The Directors’ Remuneration Policy was last put forward at the
Annual General Meeting held on 8 June 2021. The resolution was
passed with 99.99% of the proxy votes cast (including discretionary
votes) being in favour of the resolution. The Directors’ Remuneration
Policy will next be put forward for approval at the Annual General
Meeting to be held in 2024.
The Board takes an active role in shareholder engagement and
particularly voting outcomes. Shareholders have the opportunity to
express their views and ask questions in respect of the Remuneration
Policy and Remuneration Implementation Report at the AGM.
Relative importance of spend on pay
The following table sets out the total level of Directors’ remuneration
compared to the distributions to Shareholders by way of dividends and
share buybacks, and the management fees and other expenses
incurred by the Company.
Fees for the Fees for the
year ended year ended
31 December 2022 31 December 2021
£’000 £’000
Income 10,768 11,164
Directors’ fees 99 99
Investment management fees
and other expenses 2,201 2,512
Dividends paid and payable
to Shareholders 7,656 7,666
Directors’ holdings (Audited)
The Directors had the following shareholdings at 31 December 2022
and as at the date of this report, all of which are beneficially owned.
Ordinary Ordinary Shares Ordinary
Shares as at 31 as at date of Shares as at 31
December 2022 this report December 2021
Norman Crighton 29,982 29,982 29,982
Guy Heald 20,000 20,000 20,000
Marlene Wood 20,000 20,000 20,000
Statement
On behalf of the Board and in accordance with Part 2 of Schedule 8
of the Large and Medium-sized Companies (Accounts and Reports)
(Amendment) Regulations 2013, I confirm that the above Report on
the Remuneration Policy and Remuneration Report summarises,
as applicable, for the financial year ended 31 December 2022:
(a) the major decisions on Directors’ remuneration;
(b) any substantial changes relating to Directors’ remuneration made
during the financial year ended 31 December 2022; and
(c) the context in which the changes occurred and decisions have
been taken.
Norman Crighton
Chair
25 April 2023
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report
Governance >
Financial statements
Other information
Directors’ report
Corporate governance
Directors’ remuneration report
Report of the Audit and Management Engagement Committee
Directors’ responsibility statement
Independent Auditor’s report
41

Report of the Audit and
Management Engagement Committee
Role of the Audit and Management Engagement Committee
The AIC Code of Corporate Governance recommends that Boards
should establish audit committees consisting of at least three, or in the
case of smaller companies, two independent Non-executive Directors.
The Board is required to satisfy itself that at least one member of the
audit committee has recent and relevant financial experience and the
Committee as a whole has experience and knowledge relevant to the
sector. The main role and responsibilities of the audit committee
should be set out in written terms of reference covering certain
matters described in the Code. The Company complies with the Code
and the terms of reference of the Audit and Management Engagement
Committee are available on the Company’s website.
The Audit and Management Engagement Committee meets formally
at least twice a year for the purpose, amongst other things, of
considering the appointment, independence and objectivity, and
remuneration of the auditor and to review the annual accounts and
half-yearly financial report. The Audit and Management Engagement
Committee also reviews the Company’s internal financial controls and
its internal control and risk management systems. In addition, the
terms of the appointment of the Investment Manager are annually
reviewed as well as, the Investment Manager’s performance and the
terms of the Investment Management and AIFM Agreements. The
Committee also reviews the continued appointment and performance
of the Company’s other service providers.
Composition
In view of the size of the Board, all of the Directors of the Company are
members of the Audit and Management Engagement Committee.
The Audit and Management Engagement Committee has formal
written terms of reference and copies of these are available on request
from the Company Secretary. The Audit and Management Engagement
Committee collectively has recent and relevant financial experience.
Meetings
There have been three Audit and Management Engagement Committee
meetings in the year ended 31 December 2022. All Committee members
attended these meetings.
Financial statements and significant accounting matters
The Audit and Management Engagement Committee considered the
following significant accounting issues in relation to the Company’s
Financial Statements for the year ended 31 December 2022.
Valuation and existence of bonds
and private loan investments
The Company holds assets in bonds and private loan investments. The
valuation and existence of these bonds and private loan investments
are the most material matter in the production of the financial
statements. The bonds and private loan investments are valued by an
independent valuer and the valuations at year end were agreed to the
valuer’s report. The valuation process has been comprehensively
reviewed during the year, and is monitored, by the Board, the Manager
and the AIFM. The process includes quantitative and qualitative
analysis, with the analysis performed on a loan-by-loan basis and the
valuation of each loan taking into account the relevant risks and returns
associated with that loan. The Audit and Management Engagement
Committee reviewed valuation reports and also the procedures in place
for ensuring accurate valuation and existence of investments and
recommended these to the Board for review and approval.
Recognition of income
Income may not be accrued in the correct period. The Audit and
Management Engagement Committee reviewed the Administrator’s
procedures for recognition of income and is comfortable that these are
appropriate. The Audit and Management Engagement Committee has
reviewed the internal controls report of the Company’s Administrator,
which includes controls in relation to the recognition of income,
recoverability of income and provisions made against recoverability of
income. The Audit and Management Engagement Committee also
reviews investment yields on the quarterly investment manager report
for variations and significant movements.
Geo-politics
The Russian invasion of Ukraine at the beginning of the year, and the
subsequent hike in global energy prices has further shaken a fragile
investment environment. Committee members have also sought
reassurance that external providers were not in breach of sanctions
implemented against Russia following the invasion of Ukraine.
Going concern and viability statements
Having reviewed the Company’s financial position, liabilities principal
risks and uncertainties, the Audit and Management Engagement
Committee recommended to the Directors that it was appropriate for
the Directors to prepare the financial statements on the going concern
basis. While the going concern basis was considered appropriate, the
Committee note that the proposed liquidity opportunity consultation
creates a material uncertainty.
The Going concern assessment and viability statements can be found
on pages 31 and 32.
Conclusion with respect to the Annual Report
and financial statements
The Audit and Management Engagement Committee has concluded
that the financial statements for the year ended 31 December 2022,
taken as a whole, is fair, balanced and understandable and provides
the information necessary for Shareholders to assess the Company’s
business model, strategy and performance. The Audit and
Management Engagement Committee has reported its conclusions to
the Board of Directors. The Audit and Management Engagement
Committee reached this conclusion through a process of review of the
document and enquiries to the various parties involved in the
production of the Annual Report.
RM Infrastructure Income PLC
Annual Report & Accounts 2022
42

European Single Electronic Format (“ESEF”)
The ESEF regulations which require the Company to publish their
annual financial statements in a common electronic format apply to
the Company for this accounting year ending 31 December 2022.
Internal controls and risk management
The Directors have a dynamic risk register in place to help identify key
risks and ensure there are measures in place to manage and mitigate
risk; and oversee the effectiveness of internal controls and processes.
The risk assessment programme provides a visual reflection of the
Company’s identified principal and emerging risks. The Audit and
Management Engagement Committee carries out, at least annually,
a robust assessment of the principal and emerging risks and
uncertainties and monitors the risks on an ongoing basis.
The Board has overall responsibility for the Company’s risk
management and systems of internal controls and for reviewing their
effectiveness. In common with most investment trusts, investment
management, accounting, company secretarial, registrar and
depositary services have been delegated to third parties. The
effectiveness of the internal controls is assessed on a continuing
basis and the Committee receives regular reports.
Audit tenure
Ernst & Young LLP was selected as the Company’s auditor at the time
of the Company’s launch following a competitive process and review
of the Auditor’s credentials. The auditors provided this service for four
years, with Sue Dawe as Audit Partner. In accordance with auditor
rotation best practice and the Company’s extended first accounting
period, Sue Dawe was replaced as Audit Partner by Ahmer Huda for
the audit for the year ended 31 December 2021.
The appointment of the external auditor is reviewed annually by the
Audit and Management Engagement Committee and the Board and is
subject to approval by Shareholders. In accordance with the FRC
guidance, the audit will be put out to tender within ten years of the
initial appointment of Ernst & Young LLP in November 2017.
Effectiveness of external audit
The Audit and Management Engagement Committee is responsible for
reviewing the effectiveness of the external audit process. The Audit
and Management Engagement Committee received a presentation of
the audit plan from the external auditor prior to the commencement
of the audit and a presentation of the results of the audit following
completion of the main audit testing. The Audit and Management
Engagement Committee performed a review of the external auditor
following the presentation of the results of the audit. The review
included a discussion of the audit process and the ability of the
external auditor to fulfil its role. Following the above review, the Audit
and Management Engagement Committee has agreed that the
re-appointment of the Auditors should be recommended to the
Board and the Shareholders of the Company.
Provision of non-audit services
The Audit and Management Engagement Committee has put a policy
in place on the supply of any non-audit services provided by the
external auditor. Such services are considered on a case-by-case basis
and may only be provided to the Company if the provision of such
services is at a reasonable and competitive cost and does not
constitute a conflict of interest or potential conflict of interest which
would prevent the auditor from remaining objective and independent.
No non-audit fees were payable to the Auditor in the year ended
31 December 2022.
Marlene Wood
Audit and Management Engagement Committee Chair
25 April 2023
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report
Governance >
Financial statements
Other information
Directors’ report
Corporate governance
Directors’ remuneration report
Report of the Audit and Management Engagement Committee
Directors’ responsibility statement
Independent Auditor’s report
43

Directors’ responsibility statement
The Directors are responsible for preparing the annual report and the
financial statements in accordance with applicable United Kingdom
law and regulations.
Company law requires the Directors to prepare financial statements for
each financial year. Under that law the Directors have elected to
prepare the company financial statements in accordance with UK-
adopted international accounting standards. Under company law the
Directors must not approve the financial statements unless they are
satisfied that they give a true and fair view of the state of affairs of the
Company and of the profit or loss of the Company for that period.
In preparing these financial statements the Directors are required to:
> select suitable accounting policies in accordance with IAS 8
Accounting Policies, Changes in Accounting Estimates and Errors
and then apply them consistently;
> make judgements and accounting estimates that are reasonable
and prudent;
> present information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable
information;
> provide additional disclosures when compliance with the specific
requirements of UK-adopted international accounting standards is
insufficient to enable users to understand the impact of particular
transactions, other events and conditions on the financial position
and financial performance;
> in respect of the financial statements, state whether UK-adopted
international accounting standards, have been followed, subject to
any material departures disclosed and explained in the financial
statements; and
> prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that the
financial statements comply with the Companies’ Act 2006. They are
also responsible for safeguarding the assets of the Company and
hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a strategic report, Directors’ report,
Directors’ remuneration report and corporate governance statement
that comply with that law and those regulations. The Directors are
responsible for the maintenance and integrity of the corporate and
financial information included on the Company’s website.
Directors’ responsibility statement
The Directors each confirm to the best of their knowledge that:
(a) the financial statements, prepared in accordance with applicable
accounting standards, give a true and fair view of the assets,
liabilities, financial position and profit of the Company; and
(b) this Annual Report, including the strategic report, includes a fair
review of the development and performance of the business and
position of the Company, together with a description of the
principal risks and uncertainties that it faces.
The Directors consider that the financial statements are fair, balanced
and understandable and provide the information necessary for
Shareholders to assess the Company’s performance, business model
and strategy.
For and on behalf of the Board
Norman Crighton
Chair
25 April 2023
RM Infrastructure Income PLC
Annual Report & Accounts 2022
44

Opinion
We have audited the financial statements of RM Infrastructure Income
plc (“the Company”) for the year ended 31 December 2022 which
comprise the Statement of Comprehensive Income, Statement of
Financial Position, Statement of Changes in Equity, Statement of
Cash Flows and the related notes 1 to 20, including a summary of
significant accounting policies. The financial reporting framework
that has been applied in their preparation is applicable law and UK
adopted international accounting standards.
In our opinion, the financial statements:
> give a true and fair view of the Company’s affairs as at 31 December
2022 and of its profit for the year then ended;
> have been properly prepared in accordance with UK adopted
international accounting standards; and
> have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on
Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under
those standards are further described in the Auditor’s responsibilities
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.
Independence
We are independent of the Company in accordance with the ethical
requirements that are relevant to our audit of the financial statements
in the UK, including the FRC’s Ethical Standard as applied to listed
public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were
not provided to the Company and we remain independent of the
Company in conducting the audit.
Material uncertainty related to going concern
We draw attention to Note 2c in the financial statements, which
indicates that the Company is consulting on a potential liquidity
opportunity within 12 months. As stated in Note 2c, this event indicates
that a material uncertainty exists that may cast significant doubt on the
Company’s ability to continue as a going concern. Our opinion is not
modified in respect of this matter.
We draw attention to the viability statement in the Annual Report on
page 32, which indicates that an assumption to the statement of
viability is that the Company’s strategy and operations will not change
following the liquidity opportunity. The Directors consider that the
material uncertainties referred to in respect of going concern may cast
significant doubt over the future viability of the Company should the
outcome of the liquidity opportunity consultation impact the
Company’s current intentions and strategy. Our opinion is not
modified in respect of this matter.
In auditing the financial statements, we have concluded that the
Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation
of the directors’ assessment of the Company’s ability to continue to
adopt the going concern basis of accounting included:
> Confirming our understanding of the Company’s going concern
assessment process by engaging with the Directors and the
Company Secretary to determine if all key factors were considered
in their assessment.
> Inspecting the Directors’ assessment of going concern, including the
revenue forecast, for the period to 30 June 2024 which is at least 12
months from the date the financial statements were authorised for
issue. In preparing the revenue and expenses forecast, the Company
has concluded that it is able to continue to meet its ongoing costs
as they fall due.
> Inspecting the Directors’ assessment of the risk of breaching the
debt covenants as a result of a reduction in the value of the
Company’s portfolio. We recalculated the Company’s compliance
with debt covenants and gearing policy in the scenarios assessed by
the Directors and performed reverse stress testing in order to
identify what factors would lead to the Company breaching the
financial covenants and gearing policy.
> Considering the mitigating factors included in the revenue forecasts
and covenant calculations that are within control of the Company.
Reviewing the Company’s assessment of the liquidity of investments
held and evaluating the Company’s ability to sell those investments
to cover working capital requirements of the Company should
revenue decline significantly
We reviewed the Company’s going concern disclosures included in
the annual report in order to assess whether the disclosures were
appropriate and in conformity with the reporting standards.
In relation to the Company’s reporting on how they have applied the
UK Corporate Governance Code, we have nothing material to add or
draw attention to in relation to:
> the Directors’ statement in the financial statements about whether
the Directors considered it appropriate to adopt the going concern
basis of accounting; and
> the Directors’ identification in the financial statements of the
material uncertainty related to the entity’s ability to continue as a
going concern over a period to 30 June 2024.
Our responsibilities and the responsibilities of the Directors with
respect to going concern are described in the relevant sections of this
report. However, because not all future events or conditions can be
predicted, this statement is not a guarantee as to the Company’s
ability to continue as a going concern.
Independent Auditor’s report
to the members of RM Infrastructure Income PLC
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report
Governance >
Financial statements
Other information
Directors’ report
Corporate governance
Directors’ remuneration report
Report of the Audit and Management Engagement Committee
Directors’ responsibility statement
Independent Auditor’s report
45

Independent Auditor’s report
Continued
Overview of our audit approach
Key audit matters > Risk of incorrect valuation or ownership of
the investment portfolio, and the resulting
impact on unrealised gains and losses.
> Risk of incomplete or inaccurate revenue
recognition from the investment portfolio.
Materiality > Overall materiality of £1.09m which
represents 1% of total Shareholders’ funds.
An overview of the scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our
allocation of performance materiality determine our audit scope for
the Company. This enables us to form an opinion on the financial
statements. We take into account size, risk profile, the organisation
of the Company and effectiveness of controls, the potential impact
of climate change and changes in the business environment when
assessing the level of work to be performed. All audit work was
performed directly by the audit engagement team and our unquoted
investment valuation specialists.
Climate change
There has been increasing interest from stakeholders as to how
climate change will impact companies. The Company has determined
that the most significant future impacts from climate change on its
operations will be from additional costs and risks for portfolio
companies. The Company notes that while efforts to mitigate climate
change continue, the physical impacts are already emerging in the
form of changing weather patterns. Extreme weather events can result
in flooding, drought, fires, storm damage, potentially impairing the
operations of a borrowers business. These are explained on pages 19
to 21 in the principal risks and uncertainties, which form part of the
“Other information,” rather than the audited financial statements.
Our procedures on these disclosures therefore consisted solely of
considering whether they are materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit or
otherwise appear to be materially misstated.
Our audit effort in considering climate change was focused on the
adequacy of the Company’s disclosures in the financial statements.
We made enquiries of the manager and the external valuer to
understand the extent of the potential impact of climate change and
related policies on the investment portfolio noting no material
impact on the current fair value. We also challenged the Directors’
considerations of climate change in their assessment of viability and
associated disclosures.
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 and include the most significant
assessed risks of material misstatement (whether or not due to fraud)
that we identified. These matters included those which had the
greatest effect on: the overall audit strategy, the allocation of
resources in the audit; and directing the efforts of the engagement
team. These matters were addressed in the context of our audit of
the financial statements as a whole, and in our opinion thereon,
and we do not provide a separate opinion on these matters.
In addition to the matter described in the material uncertainties related
to going concern section, we have determined the matters described
below to be the key audit matters to be communicated in our report.
RM Infrastructure Income PLC
Annual Report & Accounts 2022
46

RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report
Governance >
Financial statements
Other information
Directors’ report
Corporate governance
Directors’ remuneration report
Report of the Audit and Management Engagement Committee
Directors’ responsibility statement
Independent Auditor’s report
47
Risk
Risk of incorrect valuation or ownership of the investment portfolio, and the resulting impact on unrealised gains and losses
(as described on page 42 in the Report of the Audit and Management Engagement Committee and as per the accounting policy set out on page 60)
Our response to the risk
Key observations communicated
to the Audit and Management
Engagement Committee
The valuation of the investment portfolio at
31 December 2022 was £119.97m (2021: £126.67m)
consisting primarily of unquoted private loan
investments of £109.49m (2021: £115.73m). The
remaining investment portfolio consists of quoted
private loans and bond investments of £6.89m
(2021: £7.34m) and unquoted equity assets of
£3.60m (2021: £3.60m).
The valuation of the assets held in the investment
portfolio is the key driver of the Company’s net
asset value and total return. Incorrect investment
pricing, or a failure to maintain proper legal title of
the investments held by the Company could have a
significant impact on the portfolio valuation and
the return generated for shareholders.
Private loans, bonds and equities are recognised
at fair value through profit and loss. Unquoted
investments are valued at fair value by the Directors.
The valuation of the unquoted investments, and
the resultant impact on the unrealised
gains/(losses), is the area requiring the most
significant judgement and estimation in the
preparation of the financial statements.
We performed the following procedures:
We obtained an understanding of the processes
and controls surrounding investment valuation and
legal title by performing our walkthrough
procedures with the Investment Manager,
Independent Valuer and Administrator in order to
evaluate the design and implementation of controls.
All Investments
> We agreed all investments held at 31 December
2022 per the investment portfolio to the valuation
report as prepared by the independent valuer.
> We recalculated the unrealised gains and losses
on all investments as at 31 December 2022 using
the bookcost reconciliation.
> We reviewed the financial statements to ensure
that there are adequate disclosures regarding
valuation uncertainty and assumptions made in the
valuation, including the fair value hierarchy and
required sensitivity analysis under IFRS 13 “Fair
value measurement”.
> We agreed the investment valuation and
existence to independent confirmations received
from the Custodian, Lawyers and/or borrowers
as at 31 December 2022.
For the quoted portfolio (level 2 investment)
> We agreed the price of the quoted portfolio to
independent market sources.
> We reviewed the depth of broker quotes as at
31 December 2022 to assess the liquidity of the
quoted portfolio to confirm the year end price
was a fair value price.
> We reviewed the quoted private loan for
indicators that the investment was distressed by
comparing par value to the traded price.
Continued overleaf >
The results of our procedures
identified no material
misstatement in relation to the
risk of incorrect valuation or
ownership of the investment
portfolio, and the resulting
impact on unrealised gains
and losses.

Independent Auditor’s report
Continued
RM Infrastructure Income PLC
Annual Report & Accounts 2022
48
Risk
Risk of incorrect valuation or ownership of the investment portfolio, and the resulting impact on unrealised gains and losses
Continued
Our response to the risk
Key observations communicated
to the Audit and Management
Engagement Committee
For the unquoted portfolio (level 3 investments)
We engaged our valuation specialists to perform
a detailed quantitative and qualitative review of
a sample of unquoted private loans and the equity
investment to ascertain whether the valuation is
within an expected range. The procedures included:
> We discussed the portfolio with the Investment
Manager to develop an understanding of the
performance of each investment.
> We discussed the portfolio with the independent
valuer to understand any current year changes to
the valuation methods adopted and performed
an evaluation of those methods relative to
industry best practice.
> We performed a qualitative review of a sample
of unquoted investment valuations as at
31 December 2022, examining key valuation
inputs and assumptions applied.
> We performed a quantitative review through the
use of discounted cash flow methods using an
estimated internal rate of return for each subject
investment based on the changes in the price risk
and benchmark credit curves.
> We performed an analysis of key changes in
valuations during the year including a consideration
of market trends and interest rate movements.
> For the sample of unquoted private loans and
the equity investment reviewed by our valuation
specialists, we obtained evidence, where
available, such as collateral valuation reports
and/or legal contracts to verify the value and
existence of collateral associated with the
secured loans.
> Where our testing identified instances where
valuations were outside the expected range, we
held further discussions with the Investment
Manager and Independent Valuer. In those
discussions, we discussed market trends and the
valuation process and requested further support
and justifications for the valuation assumptions.
We concluded that all sampled valuations were not
materially misstated and communicated where
valuations were above our reporting threshold.
> We corroborated a sample of inputs used by
management’s specialist in the valuation to
information which has been substantively tested
as part of our audit, such as revenue modelling.

RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report
Governance >
Financial statements
Other information
Directors’ report
Corporate governance
Directors’ remuneration report
Report of the Audit and Management Engagement Committee
Directors’ responsibility statement
Independent Auditor’s report
49
Risk
Risk of incomplete or inaccurate revenue recognition from the investment portfolio
(as described on page 42 in the Report of the Audit and Management Engagement Committee and as per the accounting policy set out on page 61)
Our response to the risk
Key observations communicated
to the Audit and Management
Engagement Committee
The income received for the year to 31 December
2022 was £10.77m (2021: £11.16m), consisting
primarily of interest income from the
investment portfolio.
There is a risk of incomplete or inaccurate
recognition of income through the failure to
recognise proper income entitlements or applying
appropriate accounting treatment.
We performed the following procedures:
> We obtained an understanding of the
Administrator’s processes and controls
surrounding revenue recognition by reviewing
their internal controls report and performing our
walkthrough procedures with the Investment
Manager and Administrator to evaluate the
design and implementation of controls.
> We agreed the recognition and accounting
treatment of a sample of interest and payment
in kind (“PIK”) income from the income report to
the coupon terms or loan agreements. We
recalculated the interest amount on a time
apportioned basis and applied exchange rates
obtained from an independent data vendor,
where relevant, and confirmed that the cash
received as shown on bank statements was
consistent with the recalculated amount.
> We agreed a sample of interest payments
recorded by the Company to coupon terms
available from an independent data vendor or
loan agreements to test completeness of the
income recorded.
> For a sample of accrued interest, we recalculated
the accrual and agreed the interest rates and
payment dates to the loan documentation or
coupon terms, agreed the principal outstanding
and recalculated the interest receivable. We
confirmed this was consistent with cash received
as shown on post year end bank statements,
where paid.
> We assessed the recoverability of the accrued
income to ensure that an appropriate provision is
recorded against doubtful receipts. We achieved
this by assessing the ageing of accrued income
and comparing the size of the accrual to income
received in the period to identify any overdue
income. We challenged managements policy
in order to appraise the rationale for the bad
debt provision.
The results of our procedures
identified no material
misstatement in relation to the
risk of incomplete or inaccurate
revenue recognition from the
investment portfolio.

Independent Auditor’s report
Continued
Our application of materiality
We apply the concept of materiality in planning and performing the
audit, in evaluating the effect of identified misstatements on the audit
and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in
the aggregate, could reasonably be expected to influence the economic
decisions of the users of the financial statements. Materiality provides
a basis for determining the nature and extent of our audit procedures.
We determined materiality for the Company to be £1.09m
(2021: £1.11m), which is 1% (2021: 1%) of Shareholders’ funds.
We believe that Shareholders’ funds provides us with materiality
aligned to the key measurement of the Company’s performance.
Performance materiality
The application of materiality at the individual account or balance level.
It is set at an amount to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of
the Company’s overall control environment, our judgement was that
performance materiality was 50% (2021: 75%) of our planning materiality,
namely £0.54m (2021: £0.83m). We have set performance materiality
at this percentage given findings raised in the prior year audit.
Given the importance of the distinction between revenue and capital
for the Company, we have also applied a separate testing threshold for
the revenue column of the Statement of Comprehensive Income of
£0.37m (2021: £0.39m) being 5% of profit before tax.
Reporting threshold
An amount below which identified misstatements are considered as
being clearly trivial.
We agreed with the Audit and Management Engagement Committee
that we would report to them all uncorrected audit differences in
excess of £0.05m (2021: £0.06m), which is set at 5% of planning
materiality, as well as differences below that threshold that, in our
view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the
quantitative measures of materiality discussed above and in light of
other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the
annual report, other than the financial statements and our auditor’s
report thereon. The Directors are responsible for the other information
contained within the annual report.
Our opinion on the financial statements does not cover the other
information and, except to the extent otherwise explicitly stated in this
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the
course of the audit or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise
to a material misstatement in the financial statements themselves.
If, based on the work we have performed, we conclude that there is
a material misstatement of the other information, we are required
to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion the part of the Directors’ remuneration report to be
audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
> the information given in the strategic report and the Directors’
report for the financial year for which the financial statements are
prepared is consistent with the financial statements; and
> the strategic report and Directors’ report have been prepared in
accordance with applicable legal requirements.
RM Infrastructure Income PLC
Annual Report & Accounts 2022
50

Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its
environment obtained in the course of the audit, we have not identified
material misstatements in the strategic report or Directors’ report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to you
if, in our opinion:
> adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches not
visited by us; or
> the financial statements and the part of the Directors’ Remuneration
Report to be audited are not in agreement with the accounting
records and returns; or
> certain disclosures of Directors’ remuneration specified by law are
not made; or
> we have not received all the information and explanations we
require for our audit.
Corporate Governance Statement
We have reviewed the Directors’ statement in relation to going
concern, longer-term viability and that part of the Corporate
Governance Statement relating to the Company’s compliance with the
provisions of the UK Corporate Governance Code specified for our
review by the Listing Rules.
Aside from the impact of the matters disclosed in the material
uncertainties related to going concern section, based on the work
undertaken as part of our audit, we have concluded that each of the
following elements of the Corporate Governance Statement is
materially consistent with the financial statements or our knowledge
obtained during the audit:
> Directors’ statement with regards to the appropriateness of
adopting the going concern basis of accounting and any material
uncertainties identified set out on page 31;
> Directors’ explanation as to its assessment of the Company’s
prospects, the period this assessment covers and why the period is
appropriate set out on page 32;
> Directors’ statement on whether it has a reasonable expectation
that the group will be able to continue in operation and meets its
liabilities set out on page 32;
> Directors’ statement on fair, balanced and understandable set out
on page 44;
> Board’s confirmation that it has carried out a robust assessment of
the emerging and principal risks set out on page 44;
> The section of the annual report that describes the review of
effectiveness of risk management and internal control systems set
out on page 20; and
> The section describing the work of the Audit and Management
Engagement Committee set out on page 42.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement set
out on page 44 the Directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and
fair view, and for such internal control as the Directors determine 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 Directors are 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 Directors either
intend to liquidate the Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of
the financial statements
Our objectives 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 auditor’s 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 ISAs (UK) 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.
Explanation as to what extent the audit was considered
capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with
laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect irregularities, including
fraud. The risk of not detecting a material misstatement due to fraud is
higher than the risk of not detecting one resulting from error, as fraud
may involve deliberate concealment by, for example, forgery or
intentional misrepresentations, or through collusion. The extent to
which our procedures are capable of detecting irregularities,
including fraud is detailed below.
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report
Governance >
Financial statements
Other information
Directors’ report
Corporate governance
Directors’ remuneration report
Report of the Audit and Management Engagement Committee
Directors’ responsibility statement
Independent Auditor’s report
51

Independent Auditor’s report
Continued
However, the primary responsibility for the prevention and detection of
fraud rests with both those charged with governance of the Company
and management.
> We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Company and determined
that the most significant are UK adopted international accounting
standards, the Companies Act 2006, Association of Investment
Companies Statement of Recommended Practice, the Listing Rules,
the UK Corporate Governance Code, Miscellaneous Reporting
Requirements and Section 1158 of the Companies Act 2010.
> We understood how the Company is complying with those
frameworks by complying with those frameworks through
discussions with the Audit and Management Engagement
Committee and Company Secretary and through review of the
Company’s documented policies and procedures.
> We assessed the susceptibility of the Company’s financial
statements to material misstatement, including how fraud might
occur by considering the key risks impacting the financial
statements. We identified fraud risks with respect to the incomplete
or inaccurate income recognition from the investment portfolio and
incorrect valuation or ownership of the unquoted investments,
and the resulting impact on unrealised gains and losses. Further
discussion of our approach is set out in the section on key audit
matters above.
> Based on this understanding we designed our audit procedures
to identify non-compliance with such laws and regulations.
Our procedures involved review of the reporting to the Directors
with respect to the application of the documented policies and
procedures and review of the financial statements to ensure
compliance with the reporting requirements of the Company.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council’s website at
https://www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
Other matters we are required to address
> Following the recommendation from the Audit and Management
Engagement Committee, we were appointed by the Company on
15 November 2017 to audit the financial statements for the period
ended 31 December 2017 and subsequent financial periods.
> The period of total uninterrupted engagement including previous
renewals and reappointments is six years, covering the periods from
our appointment through to 31 December 2022
> The audit opinion is consistent with the additional report to the
Audit and Management Engagement Committee.
Use of our report
This report is made solely to the Company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company’s members those matters we are required to state to them in
an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone
other than the Company and the Company’s members as a body, for
our audit work, for this report, or for the opinions we have formed.
Ahmer Huda (Senior Statutory Auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
25 April 2023
RM Infrastructure Income PLC
Annual Report & Accounts 2022
52

RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report
Governance
Financial statements >
Other information
Company statement of comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
53
Financial statements

Company statement of comprehensive income
For the year ended 31 December 2022
RM Infrastructure Income PLC
Annual Report & Accounts 2022
54
Year ended 31 December 2022 Year ended 31 December 2021
Revenue Capital Total Revenue Capital Total
Notes £’000 £’000 £’000 £’000 £’000 £’000
(Losses)/gains on investments 3 – (2,072) (2,072) – 1,263 1,263
Income 4 10,768 – 10,768 11,164 – 11,164
Investment management fee 5 (971) – (971) (1,013) – (1,013)
Other expenses 6 (1,230) – (1,230) (1,598) – (1,598)
Return before finance costs and taxation 8,567 (2,072) 6,495 8,553 1,263 9,816
Finance costs 7 (1,102) – (1,102) (797) – (797)
Return on ordinary activities before taxation 7,465 (2,072) 5,393 7,756 1,263 9,019
Taxation 8 (3) – (3) (14) – (14)
Return on ordinary activities after taxation 7,462 (2,072) 5,390 7,742 1,263 9,005
Return per ordinary share (pence) 14 6.33p (1.76p) 1.15p 6.56p 1.07p 7.63p
The total column of this statement is the profit and loss account of the Company.
All the revenue and capital items in the above statement derive from continuing operations.
‘Return on ordinary activities after taxation’ is also the Total comprehensive income for the year.
The notes on pages 59 to 76 form an integral part of these financial statements.

Statement of financial position
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report
Governance
Financial statements >
Other information
Company statement of comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
55
As at As at
31 December 2022 31 December 2021
Notes £’000 £’000
Fixed assets
Investments at fair value through profit or loss 3 119,970 126,674
Current assets
Cash and cash equivalents 2,993 3,310
Receivables 9 5,421 2,684
8,414 5,994
Payables: amounts falling due within one year
Payables 10 (2,308) (1,847)
Bank loan – Credit facility 11 (17,271) (19,571)
(19,579) (21,418)
Net current liabilities (11,165) (15,424)
Total assets less current liabilities 108,805 111,250
Net assets 108,805 111,250
Capital and reserves: equity
Share capital 12 1,176 1,178
Share premium 13 70,168 70,168
Special reserve 44,640 44,813
Capital reserve (10,221) (8,149)
Revenue reserve 3,042 3,240
Total shareholders’ funds 108,805 111,250
NAV per share – Ordinary Shares (pence) 15 92.49p 94.41p
The financial statements of the Company were approved and authorised for issue by the Board of Directors on 25 April 2023 and signed
on their behalf by:
Norman Crighton
Chair
Registered in England and Wales with registered number 10449530.
The notes on pages 59 to 76 form an integral part of these financial statements.

Statement of changes in equity
RM Infrastructure Income PLC
Annual Report & Accounts 2022
56
For the year ended 31 December 2022
Share Share Special Capital Revenue
capital premium reserve reserve reserve Total
Notes £’000 £’000 £’000 £’000 £’000 £’000
Balance as at beginning of the year 1,178 70,168 44,813 (8,149) 3,240 111,250
Return on ordinary activities – – – (2,072) 7,462 5,390
Buy back of shares 12 (2) 2 (173) – – (173)
Share buy back costs – (2) – – – (2)
Dividend paid 16 – – – – (7,660) (7,660)
Balance as at 31 December 2022 1,176 70,168 44,640 (10,221) 3,042 108,805
For the year ended 31 December 2021
Share
Share premium Special Capital Revenue
capital account reserve reserve reserve Total
Notes £’000 £’000 £’000 £’000 £’000 £’000
Balance as at beginning of the year 1,184 70,168 45,277 (9,412) 3,167 110,384
Return on ordinary activities – – – 1,263 7,742 9,005
Buy back of shares 12 (6) 6 (464) – – (464)
Shares buy back costs – (6) – – – (6)
Dividend paid 16 – – – – (7,669) (7,669)
Balance as at 31 December 2021 1,178 70,168 44,813 (8,149) 3,240 111,250
Distributable reserves comprise: the revenue reserve; capital reserve attributable to realised profits; and the special reserve.
The capital reserves attributable to realised profits for the year ended 31 December 2021 and 2022 are in a net loss position.
Share capital represents the nominal value of shares that have been issued. The share premium includes any premiums received on the issue of
share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
The notes on pages 59 to 76 form an integral part of these financial statements.

Statement of cash flows
For the year ended 31 December 2022
RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report
Governance
Financial statements >
Other information
Company statement of comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
57
Year ended Year ended
31 December 2022 31 December 2021
Notes £’000 £’000
Operating activities
Return on ordinary activities before finance costs and taxation* 6,495 9,816
Adjustments for movements not generating an operating cash flow:
Adjustment for losses/(gains) on investments 1,802 (823)
Adjustment to amortisation costs – 114
PIK adjustments to the operating cash flow (2,466) (2,539)
Adjustments for balance sheet movements:
(Increase)/decrease in receivables (2,737) 484
Increase/(decrease) in payables 458 (812)
Net cash flow from operating activities 3,552 6,240
Investing activities
Private loan repayments/bonds sales proceeds 25,784 56,292
Realisation of investment in subsidiary – non cash adjustment – 50
Private loans issued/bonds purchases (18,416) (44,582)
Purchase of equity investments – (5,100)
Net cash flow from investing activities 7,368 6,660
Financing activities
Finance costs (1,102) (684)
ZDP loan principal and accumulated interest paid – (12,056)
Ordinary Share bought back 12 (173) (464)
Ordinary Share buyback costs (2) (6)
OakNorth loan facility drawdown 12,550 30,071
OakNorth loan facility repaid (14,850) (21,000)
Equity dividends paid 16 (7,660) (7,669)
Net cash flow used in financing activities (11,237) (11,808)
(Decrease)/Increase in cash (317) 1,092
Opening balance at beginning of the year 3,310 2,218
Balance as at 31 December 2022 2,993 3,310
* Cash inflow from interest on investment holdings was £8,396,000 (31 December 2021: £9,561,000).
The notes on pages 59 to 76 form an integral part of these financial statements.

Changes in financing liabilities
RM Infrastructure Income PLC
Annual Report & Accounts 2022
58
Year ended 31 December 2022 Year ended 31 December 2021
OakNorth facility Intercompany loan OakNorth facility Intercompany loan
Movement in financial liabilities £’000 £’000 £’000 £’000
Balance as at beginning of the year 19,571 – 10,500 11,942
Facility drawdowns during the year 12,550 – 30,071 –
Facility interest payable during the year 1,102 – 595 –
Facility and interest repayments during the year (15,952) – (21,595) –
Intercompany finance cost-noncash flow – – – 114
Repayment of intercompany loan – – (12,056)
Balance as at 31 December 2022 17,271 – 19,571 –

1. General information
RM Infrastructure Income plc (the “Company”) was incorporated in England and Wales on 27 October 2016 with registered number 10449530, as
a closed-ended investment company. The Company commenced its operations on 15 December 2016. The Company intends to carry on business
as an investment trust within the meaning of Chapter 4 of Part 24 of the Corporation Tax Act 2010.
The Company’s investment objective is to generate attractive and regular dividends through investment in secured debt instruments of UK SMEs
and mid-market corporates including any loan, promissory notes, lease, bond or preference share sourced or originated by the Investment
Manager with a degree of inflation protection through index-linked return where appropriate.
The registered office is 6th Floor, 125 London Wall, Barbican, London EC2Y 5AS.
2. Accounting policies
The principal accounting policies followed by the Company are set out below:
(a) Basis of accounting
The financial statements have been prepared in accordance with UK-adopted international accounting standards. The financial statements have
been prepared on a historical basis, except for investments measured at fair value.
In preparing these financial statements the directors have considered the impact of climate change as a risk as set out on page 21, and have
concluded that there was no further impact of climate change to be taken into account. In line with IAS, investments are valued at fair value and
climate change risk is taken into consideration in the valuation of the investments we hold.
The Board has determined by having regard to the currency of the Company’s share capital and the predominant currency in which the Company
operates, that sterling is the functional and presentational currency. Where presentational recommendations set out in the Statement of
Recommended Practice “Financial Statements of Investment Trust Companies and Venture Capital Trusts” (“SORP”), issued in the UK by the AIC
in April 2021, do not conflict with the requirements of UK-adopted international accounting standards (“IFRS”), the directors have prepared the
financial statements on a basis consistent with the recommendations of the SORP, in the belief that this will aid comparison with similar
investment companies incorporated in the United Kingdom.
In accordance with the SORP, the Statement of Comprehensive Income has been analysed between a revenue return (dealing with items of a
revenue nature) and a capital return (relating to items of a capital nature). Revenue returns include, but are not limited to, investment related
income, operating expenses, income related finance costs and taxation (insofar as they are not allocated to capital). Net revenue returns are
allocated via the revenue return to the Revenue reserve.
Capital returns include, but are not limited to, profits and losses on the disposal and the valuation of non-current investments, derivative
instruments, cash (including effect on foreign currency translation), operating costs and finance costs (insofar as they are not allocated to
revenue). Net capital returns are allocated via the capital return to Capital reserves.
Dividends on Ordinary Shares may be paid out of Revenue reserve, Capital reserve and Special reserve.
(b) Adoption of new IFRS standards
New standards, interpretations and amendments adopted from 1 January 2022
A number of new standards, amendments to standards and interpretations are effective for the annual periods beginning after 1 January 2022.
None of these are expected to have a significant effect on the measurement of the amounts recognised in the financial statements of the Company.
New standards and amendments issued but not yet effective
The relevant new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Company’s
financial statements are disclosed below. These standards are not expected to have a material impact on the entity in future reporting periods and
on foreseeable future transactions.
Amendments to IAS 1: Classification of Liabilities as Current or Non-current
In January 2020, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 to specify the requirements for classifying liabilities as current or
non-current. The amendments are effective for annual reporting periods beginning on or after 1 January 2023.
Definition of Accounting Estimates – Amendments to IAS 8
In February 2021, the IASB issued amendments to IAS 8, in which it introduces a definition of ‘accounting estimates’. The amendments are
effective for annual reporting periods beginning on or after 1 January 2023.
Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2
In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements. The amendments to
IAS 1 are applicable for annual periods beginning on or after 1 January 2023.
Notes to the financial statements
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Notes to the financial statements
Continued
2. Accounting policies continued
(c) Going concern
The Directors have adopted the going concern basis in preparing the financial statements. In forming this opinion, the directors continue to
consider the ongoing impact of the Covid-19 pandemic, the conflict in Ukraine that has impacted markets throughout the world and the rise in
interest rates, however the portfolio remains well positioned through the Investment Manager’s focus on creating a portfolio of high yielding and
short duration loans that do not hold significant exposure to interest rate movements. The Board does not believe that these situations will affect
the Company’s viability or going concern status.
Regarding liquidity opportunity consultation
In making their assessment, the Directors have also reviewed income and expense projections and the liquidity of the investment portfolio. The
Directors have also considered that should the Company’s shares trade at an average discount of more than zero per cent. as measured over the six-
month period commencing on 1 October 2022 and ending on 31 March 2023, the Board will seek to bring forward a liquidity opportunity consultation
by 12 months i.e. prior to the AGM in 2023. In preparing the financial statements we have considered the upcoming liquidity opportunity consultation.
As this consultation will not conclude until after the approval of these financial statements means that there is material uncertainty over the going
concern of the Company. Details of the Directors assessment of the going concern status of the Company are given on page 31. The material
uncertainty has not resulted in any adjustments.
The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least twelve
months from the date of this document. In reaching this conclusion, the Directors have considered the Company’s portfolio of loan investments of
£120.0 million (2021: £126.7 million) and the cash position of £3.0 million (2021: £3.3 million). The Company’s net assets at 31 December 2022
were £108.8 million (2021: £111.3 million). The total expenses (excluding finance costs and taxation) for the year ended 31 December 2022 were
£2.2 million (2021: £2.6 million), which represented approximately 1.86% (2021: 1.92%) of average net assets during the year. At the date of
approval of this document, based on the aggregate of investments and cash held, the Company has substantial operating expenses cover.
The Directors have concluded that there is a reasonable expectation that the Company will have adequate liquidity and cash balances to meet
its liabilities as they fall due and continue in operational existence for the foreseeable future and continue as a going concern for the period to
30 June 2024.
(d) Assessment as an Investment Entity
The Company meets the definition of an investment entity on the basis of the following criteria:
1. the Company obtains funds from multiple investors for the purpose of providing those investors with investment management services;
2. the Company commits to its investors that its business purpose is to invest funds solely for returns from capital appreciation, investment
income, or both; and
3. the Company measures and evaluates the performance of substantially all of its investments on a fair value basis.
To determine that the Company meets the definition of an investment entity, further consideration is given to the characteristics of an
investment entity, which are that:
> it should have more than one investment, to diversify the risk portfolio and maximise returns;
> it should have multiple investors, who pool their funds to maximise investment opportunities;
> it should have investors that are not related parties of the entity; and
> it should have ownership interests in the form of equity or similar interests.
The Directors are of the opinion that the Company meets the essential criteria and typical characteristics of an Investment Entity.
(e) Investments
Investments consist of private loans and bonds, which are classified as fair value through profit or loss as they are included in the Company’s
financial assets that are managed and their performance evaluated on a fair value basis. They are initially and subsequently measured at fair
value and gains and losses are attributed to the capital column of the Statement of Comprehensive Income. Investments are recognised on the
date that the Company becomes a party to the contractual provisions of the instrument and are derecognised when their term expires, or on
the date they are sold, repaid or transferred.
Unquoted investments are valued at fair value by the Board which is established with regard to the International Private Equity and Venture Capital
Valuation Guidelines by using, where appropriate, latest dealing prices, valuations from reliable sources and other relevant factors.
(f) Foreign currency
Transactions denominated in foreign currencies are translated into sterling at actual exchange rates as at the date of the transaction. Monetary
assets and liabilities and non-monetary assets held at fair value denominated in foreign currencies are translated into sterling using London
closing foreign exchange rates at the year end. Any gain or loss arising from a change in exchange rates is included as an exchange gain or loss to
capital or revenue in the Statement of Comprehensive Income as appropriate. Foreign exchange movements on investments are included in the
Statement of Comprehensive Income within gains and losses on investments.
RM Infrastructure Income PLC
Annual Report & Accounts 2022
60

2. Accounting policies continued
(g) Income
Interest income (cash interest) is recognised in the revenue column of the Statement of Comprehensive Income on an effective interest rate basis.
Payment-in-kind (“PIK”) interest income is recognised on an accruals basis and capitalised to the principal value of the loan.
All other income including deposit interest is accounted for on an accruals basis and early settlement fees received are recognised upon the early
repayment of the loan.
Arrangement fees earned on private loan investments are recognised as an income over the term of the private loans.
For any income which has an uncertainty, a provision should be considered by the Company to reflect this income as a bad debt. The income is
written down and excluded from the Profit & Loss account. This methodology ensures large balances should not accrue with counterparties who
are unable to pay. The uncertainty is due to:
> Timing – when is this income likely to be received? If the receipt is likely to be paid in the medium to long term due to cash flow issues with the
borrower then a provision should be considered.
> Collateral – if there is strong collateral then this provision can be reviewed as it would increase the probability of being paid the income over the
period being considered. Should there be weak collateral then this would reinforce the provision to be taken.
When a bad debt provision is attached to an income line item, the next step is determining the amount of provision as a percentage of revenue
due over the period. This is reviewed on a monthly basis including discussion with independent valuers (Mazars LLP) whether the written down
amounts and percentage used remain appropriate.
(h) Cash and cash equivalents
Cash and cash equivalents include deposits held at call with banks and other short-term deposits with original maturities of three months or less.
(i) Capital reserves
Realised and unrealised gains and losses on the Company’s investments are recognised in the capital column of the Statement of Comprehensive
Income and allocated to the capital reserve.
(j) Expenses
All expenses are accounted for on an accruals basis.
Management fees and finance costs
The Company is expecting to derive its returns predominantly from interest income. Therefore, the Board has adopted a policy of allocating all
management fees and finance costs to the revenue column of the Statement of Comprehensive Income.
Other expenses are recognised in the revenue column of the Statement of Comprehensive Income, unless they are incurred in order to enhance or
maintain capital profits.
(k) Taxation
The charge for taxation is based upon the net revenue for the year. The tax charge is allocated to the revenue and capital columns of the
Statement of Comprehensive Income according to the marginal basis whereby revenue expenses are first matched against taxable income arising
in the revenue account.
Deferred taxation will be recognised as an asset or a liability if transactions have occurred at the initial reporting date that give rise to an obligation
to pay more taxation in the future, or a right to pay less taxation in the future. An asset will not be recognised to the extent that the transfer of
economic benefit is uncertain.
(l) Financial liabilities
Bank loan facility and overdrafts are initially recorded at the proceeds received net of direct issue costs and subsequently measured at amortised cost
using the effective interest rate. The associated costs of bank loan facility are treated as revenue and amortised over the period of the bank loan facility.
(m) Dividends
Interim dividends to the holders of shares are recorded in the Statement of Changes in Equity on the date that they are paid. Final dividends would
be recorded in the Statement of Changes in Equity when they are approved by Shareholders, however the Company currently declares four interim
dividends as opposed to any final dividends
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Notes to the financial statements
61

Notes to the financial statements
Continued
RM Infrastructure Income PLC
Annual Report & Accounts 2022
62
2. Accounting policies continued
(n) Judgements, estimates and assumptions
The preparation of financial statements requires the directors to make estimates and assumptions that affect the application of accounting
policies and the reported amounts of assets, liabilities, income and expenses. Although these estimates are based on management’s best
knowledge of current facts, circumstances and, to some extent, future events and actions, the Company’s actual results may ultimately differ
from those estimates, possibly significantly.
The Company recognises loan investments at fair value through profit or loss and disclosed in note 3 to the financial statements. The significant
assumptions made at the point of valuation of loans are the discounted cash flow analysis and/or benchmarked discount/interest rates, which
are deemed appropriate to reflect the risk of the underlying loan. These assumptions are monitored to ensure their ongoing appropriateness.
The sensitivity impact on the measurement of fair value of loan investments due to price is discussed in note 19.
3. Investment at fair value through profit or loss
Year ended Year ended
31 December 2022 31 December 2021
(a) Summary of valuation £’000 £’000
Financial assets held:
Equity investments 3,593 3,600
Bond investments 4,208 7,346
Private loan investments 112,169 115,728
119,970 126,674
Year ended Year ended
31 December 2022 31 December 2021
(b) Movements £’000 £’000
Opening valuation 126,674 122,705
Opening gains on investments 5,803 8,276
Book cost at the beginning of the year 132,477 130,981
Private loans issued/bonds purchased at cost 18,415 44,582
Purchase in kind interest (PIK) 2,690 3,126
Purchase of equity investments – 5,100
Sales:
– Private loans repayments/bonds sales proceeds (25,784) (48,962)
– losses on investment (298) (1,763)
– Purchase in kind interest (PIK) (224) (587)
Unrealised losses on investments held (7,306) (5,803)
Closing valuation at year end 119,970 126,674
Book cost at end of the year 127,276 132,477
Unrealised losses on investment holdings at the year end (7,306) (5,803)
Closing valuation at year end 119,970 126,674
The Company received £25.5million (2021: £49.5 million) from investments sold in the year. The book cost of these investments when they were
purchased was £25.8million (2021: £41.6 million). These investments have been revalued over time and until they were sold any unrealised
gains/losses were included in the fair value of the investments. The Company's investments are UK-based with the exception of Beinbauer which
is based in Germany.

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3. Investment at fair value through profit or loss continued
Year ended Year ended
31 December 2022 31 December 2021
(c) Gains/(losses) on investments £’000 £’000
Realised (losses)/gains on investments (298) (1,763)
Unrealised gains/(losses) on investments held (1,503) 2,473
Other capital gains 217 –
Foreign exchange gains/(losses) (488) 553
Total gains/(losses) on investments (2,072) 1,263
At the year end, the Company had three unquoted investments, these equity investments meet the criteria within IFRS 10 as an investment entity
and are therefore held at fair value.
1. Esprit Holdco Limited (Energie Fitness). The Company participated in a management buyout during 2020 and owns 28% of the business, the
registered office and principal of business of Energie Fitness is 1 Pitfield Kiln Farm, Milton Keynes, United Kingdom, MK11 3LW. The Investment
Manager valued holdings in Energie Fitness at nil.
2. Trent Capital Limited. The Company structured a Loan in 2019, which also offered equity within Trent Capital Limited. The Company has a 70%
net equity holding within the business which is registered at 17 Walkergate, Berwick Upon Tweed, Northumberland, TD15 1DJ and the principal
business address is Unit 7 Newton Chambers Way, Thornecliffe Industrial Estate, Chapeltown, Sheffield, S35 2PH. The Investment Manager
valued holdings in Trent Capital Limited at nil.
3. Coventry Student Accommodation 1 Limited (“Coventry”, wholly owned asset). The Company holds an unquoted investment in Coventry.
As at 31 December 2022, the Company owns 100% of the business. The registered office and principal place of business of Coventry is
6th Floor, 125 London Wall, London EC2Y 5AS. The Investment Manager’s valuation of the holdings in Coventry is £3.6 million as at
31 December 2022 (2021: £3.6 million).
4. Income
Year ended Year ended
31 December 2022 31 December 2021
£’000 £’000
Income from investments
Bond and loan – cash interest 7,895 8,581
Bond and loan – PIK interest 2,767 2,277
Arrangement fees 43 102
Delayed Compensation fees received 2 19
Other income 61 185
Total 10,768 11,164

Notes to the financial statements
Continued
RM Infrastructure Income PLC
Annual Report & Accounts 2022
64
5. Investment management fee
Year ended Year ended
31 December 2022 31 December 2021
£’000 £’000
Basic fee:
100% charged to revenue 971 1,013
Total 971 1,013
The Company’s Investment Manager is RM Capital Markets Limited. Under the amended Investment Management Agreement, effective 1 April
2020, the Investment Manager is entitled to receive a management fee payable monthly in arrears or as soon as practicable after the end of each
calendar month an amount one-twelfth of;
(a) 0.875 per cent. of the prevailing NAV in the event that the prevailing NAV is up to or equal to £250 million; or
(b) 0.800 per cent. of the prevailing NAV in the event that the prevailing NAV is above £250 million but less than £500 million; or
(c) 0.750 per cent. of the prevailing NAV in the event that the prevailing NAV is above £500 million.
The management fee shall be payable in Sterling on a pro-rata basis in respect of any period which is less than a complete calendar month.
There is no performance fee payable to the Investment Manager.
6. Other expenses
Year ended Year ended
31 December 2022 31 December 2021
£’000 £’000
Basic fee charged to revenue:
Administration Fees 226 246
Auditor’s remuneration:
Statutory audit fee 161 112
Broker Fees 146 141
Consultancy Fees 72 138
Directors’ Fees 99 99
AIFM fees 144 151
Registrars fees 32 41
Valuation Fees 81 87
Other Expenses 269 583
Total revenue expenses 1,230 1,598

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Notes to the financial statements
65
7. Finance costs
Year ended 31 December 2022 Year ended 31 December 2021
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Loan arrangement fees – – – 89 – 89
Loan Interest paid 1,102 – 1,102 595 – 595
ZDP Shares finance costs – – – 113 – 113
1,102 – 1,102 797 – 797
The Company has a £10.5 million revolving credit facility with OakNorth Bank. On 9 April 2021, the Company renewed and amended its revolving credit
facility with OakNorth Bank. Under the terms of the amended revolving credit facility, the Company may draw down loans up to an aggregate value of
£10.5 million, on materially similar terms as the Company’s previous revolving credit facility. The revolving credit facility expires on 26 March 2024.
8. Taxation
Year ended 31 December 2022 Year ended 31 December 2021
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Analysis of tax charge/(credit) for the year:
Corporation tax – – – 14 – 14
Corporation tax – prior year adjustment 3 – 3
Total current tax charge (see note 6 (b)) 3 – 3 14 – 14
(b) Factors Affecting the tax charge for the year:
The effective UK corporation tax rate for the period is 19.00% (2021:19.00%).
Changes to the UK corporation tax rates were substantively enacted as part of Finance Bill 2021 (on 24 May 2021). These include increases
to the rate to 25% from 1 April 2023.

Notes to the financial statements
Continued
RM Infrastructure Income PLC
Annual Report & Accounts 2022
66
8. Taxation continued
The tax charge differs from the charge resulting from applying the standard rate of UK corporation tax for an investment trust company.
The differences are explained below:
Year ended 31 December 2022 Year ended 31 December 2021
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Return on ordinary activities before taxation 7,465 (2,072) 5,393 7,756 1,263 9,019
UK corporation tax at 19.00% (2021:19.00%) 1,418 (394) 1,024 1,474 240 1,714
Effects of:
Fair value losses/(gains) not deductible – 394 394 – (240) (240)
Interest distributions paid/payable (1,455) – (1,455) (1,460) – (1,460)
Excess management expenses carried forward 37 – 37 – – –
Prior year adjustment 3 – 3
Total tax charge 3 – 3 14 – 14
The Company is not liable to tax on capital gains due to its status as an investment trust.
(c) Deferred tax assets/(liabilities)
As at 31 December 2022, the Company had net surplus excess management expenses of £194,927 (2021: £nil) in respect of which a deferred tax
asset has not been recognised. This is because the Company is not expected to generate taxable income in a future period in excess of deductible
expenses of deductible expenses of that future period and, accordingly, it is unlikely that the Company will be able to reduce future liabilities.
9. Receivables
Year ended Year ended
31 December 2022 31 December 2021
£’000 £’000
Amounts falling due within one year:
Bond and loan interest receivable 2,372 1,603
Provided for interest 1,160 783
Loan to non-consolidated subsidiary 1,673 –
Prepayments and other receivables 216 298
Total 5,421 2,684
Provided for interest and Bad debt provisions
Provided for interest account is an interest receivable in relation to the loans of the Company but are not guaranteed. The total amount is offset
against the bad debt provisions under the liability account (see note 10).

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10. Payables
Year ended Year ended
31 December 2022 31 December 2021
£’000 £’000
Amounts falling due within one year:
Loan reserves retained 270 454
Taxation payable 3 14
Bad debt provision 1,160 783
Other creditors 875 596
Total 2,308 1,847
11. Bank loan credit facilities
Year ended Year ended
31 December 2022 31 December 2021
£’000 £’000
OakNorth Bank – Credit facilities 17,271 19,571
Total 17,271 19,571
On 26 March 2021, the Company renewed and amended its revolving credit facility with OakNorth. The Company had entered into an
uncommitted 90-day notice revolving loan of £10,500,000 (“Facility A”) and a committed term revolving loan of £11,942,000 (“Facility B”),
together with Facility A the (“Facilities”) with OakNorth for the purposes set out in the credit facility agreement.
Facility A will be provided to be applied in or towards:
> repaying all amounts due from the Company to the OakNorth under its existing loan agreement;
> funding by the Company of customer loans;
> refinancing (where applicable) any customer loans made by the Company;
> purchasing investments by the Company;
> the provision of liquidity to the Company; and
> payment of finance costs (including fees) payable under the loan.
Facility B will be provided to be applied in or towards:
> repaying sums due from the Company to RM ZDP plc;
> funding by the Company of customer loans;
> refinancing (where applicable) any customer loans made by the Company;
> purchasing investments by the Company;
> the provision of liquidity to the Company; and
> payment of finance costs (including fees) payable under the loan agreement.
The rate of interest on the Facilities are the aggregate of the applicable margin and base rate (subject to a base rate floor of 0.10%). The margin is
4.65% p.a. The Facilities expire on 26 March 2024.
During the year, the Company drew cumulative amount of £12.6 million (2021: £30.1 million) from the revolving credit facilities and repaid cumulative
amount of £14.9 million (2021: £20.0 million). The remaining balance as at 31 December 2022 amounts to £17.3million (2021: £19.6 million).

Notes to the financial statements
Continued
RM Infrastructure Income PLC
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68
12. Share capital
As at 31 December 2022 As at 31 December 2021
No. of Shares £’000 No. of Shares £’000
Allotted, issued & fully paid:
Ordinary shares of 1p 117,636,359 1,176 117,840,988 1,178
Share movement
The table below sets out the share movement for the year ended 31 December 2022.
Shares in issue at
Opening balance Shares issued Shares bought back 31 December 2022
Ordinary Shares 117,840,988 – (204,629) 117,636,359
At the year end, the Company has 117,636,359 Ordinary Shares in issue with voting rights and 4,588,222 Ordinary Shares held in Treasury.
Ordinary Share buy backs
During the year, the Company bought back 204,629 (2021: 523,294) Ordinary Shares for an aggregate cost of £173,935 (2021: £463,838).
Since the year end, 50,000 Ordinary Shares have been bought back for an aggregate cost of £42,750.
13. Share premium
As at As at
31 December 2022 31 December 2021
£’000 £’000
Balance as at beginning of the year 70,168 70,168
Share buybacks 2 6
Share buyback costs (2) (6)
Balance as at 31 December 2022 70,168 70,168
14. Return per ordinary share
Total return per Ordinary Share is based on the gain on ordinary activities after taxation of £5,390,000 (2021: gain of £9,005,000).
Based on the weighted average of number of 117,839,605 (2021: 117,976,668) Ordinary Shares in issue for the year ended 31 December 2022,
the returns per share were as follows:
Year ended 31 December 2022 Year ended 31 December 2021
Revenue Capital Total Revenue Capital Total
Return per Ordinary Share 6.33p (1.76p) 4.57p 6.56p 1.07p 7.63p
There are no dilutive shares in issue.

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15. Net asset value per share
The NAV per share is based on Company’s total shareholders’ funds of £108,805,000 (2021: £112,750,000), and on 117,636,359
(2021: 117,840,988) Ordinary Shares in issue at the year end.
Nav per ordinary share reconciliation
The table below is a reconciliation between the NAV per Ordinary Share of the Company as announced on the London Stock Exchange and the
NAV per Ordinary Share disclosed in these financial statements.
As at 31 December 2022 As at 31 December 2021
Net assets NAV per Net assets NAV per
(£) Ordinary share (p) (£) Ordinary share (p)
2022 NAV as published on 16 January 2023
(2021 NAV: Published on 15 January 2022) 108,807,765 92.50 112,949,700 95.85
Prior year tax liability adjustments (2,852) (0.01) – –
Income adjustment – – (199,500) (0.17)
Equity revaluation adjustment – – (1,500,000) (1.27)
Share buyback adjustments – – – –
NAV as disclosed in these Financial Statements 108,804,913 92.49 111,250,200 94.41
16. Dividend
Total dividends paid in the year
Year ended 31 December 2022 Year ended 31 December 2021
Pence per Pence per
Ordinary Revenue Capital Total Ordinary Revenue Capital Total
share £’000 £’000 £’000 share £’000 £’000 £’000
2021 Interim – Paid 25 Mar 2022
(2020: 26 Mar 2021) 1.6250p 1,915 – 1,915 1.6250p 1,918 – 1,918
2022 Interim – Paid 24 Jun 2022
(2021: 25 Jun 2021) 1.6250p 1,915 – 1,915 1.6250p 1,917 – 1,917
2022 Interim – Paid 30 Sep 2022
(2021: 24 Sep 2021) 1.6250p 1,915 – 1,915 1.6250p 1,917 – 1,917
2022 Interim – Paid 30 Dec 2022
(2021: 30 Dec 2021) 1.6250p 1,915 – 1,915 1.6250p 1,917 – 1,917
Total 6.5000p 7,660 – 7,660 6.5000p 7,669 – 7,669

Notes to the financial statements
Continued
RM Infrastructure Income PLC
Annual Report & Accounts 2022
70
16. Dividend continued
The dividend relating to the period ended 31 December 2022, which is the basis on which the requirements of Section 1159 of the Corporation
Tax Act 2010 are considered is detailed below:
Total dividends declared in the year
Year ended 31 December 2022 Year ended 31 December 2021
Pence per Pence per
Ordinary Revenue Capital Total Ordinary Revenue Capital Total
Share £’000 £’000 £’000 Share £’000 £’000 £’000
2022 Interim – Paid 24 Jun 2022
(2021: 25 Jun 2021) 1.6250p 1,915 – 1,915 1.6250p 1,917 – 1,917
2022 Interim – Paid 30 Sep 2022
(2021: 24 Sep 2021) 1.6250p 1,915 – 1,915 1.6250p 1,917 – 1,917
2022 Interim – Paid 30 Dec 2022
(2021: 30 Dec 2021) 1.6250p 1,915 – 1,915 1.6250p 1,917 – 1,917
2022 Interim – Paid 31 March 2023
(2021: 25 Mar 2022) 1.6250p 1,911 – 1,911 1.6250p 1,915 – 1,915
Total 6.5000p 7,656 – 7,656 6.5000p 7,666 – 7,666
*Not included as a liability in the year ended 31 December 2022 financial statements.
17. Related party transactions
Fees are payable at an annual rate of £36,000 to the Chairman, £33,000 to the Chairman of the Audit and Management Engagement Committee
and £30,000 to the other Director. As at 31 December 2022, there were no Directors’ fees outstanding. The Directors’ fees are disclosed in note 7
and the Directors’ shareholdings are disclosed in the Directors Remuneration Report in the Annual Report for the year ended 31 December 2022.
Fees payable to the Investment Manager are shown in the Statement of Comprehensive Income. As at 31 December 2022 the fee outstanding to
the Investment Manager was £80,000 (2021: £84,000).
Arrangement fees are paid by some borrowers to the Investment Manager. The amount the Investment Manager can retain from borrowers in
most cases is capped at 1.25% and agreed with the Board. The Company receives any arrangement fees from the Investment Manager in excess of
the 1.25% or otherwise agreed with the borrower. During the year to 31 December 2022, the Company received £43,000 (2021: £102,000) in
arrangement fees from RM.
Borrowers paid the Investment Manager arrangement fees during the year totalling £175,051. The Investment Manager also provides further work
and Loan & Security Agency services to some borrowers and during the year charged borrowers £357,298.
As at 31 December 2022, the Investment Manager held 1,316,625 (2021: 1,279,125) Ordinary Shares in the Company. Since the year end, the
Investment Manager purchased a further 12,500 Ordinary Shares in the Company, and as of the date of this report, the Investment Manager’s
total holding of Ordinary Shares is 1,329,125 (2021: 1,291,625).
During the year the Company has total investments of £3,593,000 (2021: £3,593,000) in Coventry Student Accommodation 1 Limited for which
investment details can be found in note 3. During the year, the Company provided Coventry Student Accommodation 1 Limited an intercompany
loan of £1,673,000 (2021: £nil) as disclosed in note 9.

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71
18. Classification of financial instruments
IFRS 13 requires the Company to classify its investments in a fair value hierarchy that reflects the significance of the inputs used in making the
measurements. IFRS 13 establishes a fair value hierarchy that prioritises the inputs to valuation techniques used to measure fair value. The three
levels of fair value hierarchy under IFRS 13 are as follows:
Level 1
Using unadjusted quoted prices for identical instruments in an active market.
Level 2
Using inputs, other than quoted prices included within Level 1, that are directly or indirectly observable (based on market data).
Level 3
Using inputs that are unobservable (for which market data is unavailable).
The classification of the Company’s investments held at fair value through profit or loss is detailed in the table below:
31 December 2022 31 December 2021
Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Financial assets:
Financial assets –
Private loans and bonds – 4,208 – 4,208 – 7,346 – 7,346
Financial assets – Private loans – – 112,169 112,169 – – 115,728 115,728
Financial assets – Equity investment – – 3,593 3,593 – – 3,600 3,600
Forward contract unrealised (loss)/gain* – (162) – (162) 137 – 137
Net financial assets – 4,046 115,762 119,808 – 7,483 119,328 126,811
*The net unrealised loss of £162,475 (2021: net unrealised gain of £136,729) on forwards is recognised within other creditors whereas net unrealised gain on forwards is recognised within
prepayments and other debtors in the Statement of Financial Position.
As at 31 December 2022, the fair value of the Company’s loans is materially equal to the carrying value.
The forward exchange contract has been presented in the fair value hierarchy at net exposure with the net unrealised loss of £162,475
(2021: gain of £136,729) recognised within prepayments and other debtors in the Statement of Financial Position.
Investments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or
alternative pricing sources supported by observable inputs are classified within Level 2.
Level 3 holdings are valued using a discounted cash flow analysis and benchmarked discount/interest rates appropriate to the nature of the
underlying loan and the date of valuation.
There have been no movements between levels during the reporting period.

Notes to the financial statements
Continued
RM Infrastructure Income PLC
Annual Report & Accounts 2022
72
18. Classification of financial instruments continued
Reconciliation of the Level 3 classification investments during the year to 31 December 2022 is shown below:
31 December 2022 31 December 2021
Equity Loan Total Equity Loan Total
£’000 £’000 £’000 £’000 £’000 £’000
Balance as at beginning of the year 3,600 115,728 119,328 – 97,692 97,692
New loans during the year – 13,605 13,605 – 38,253 38,253
New equity investments during the year – – – 3,600 – 3,600
Repayments during the year – (15,978) (15,978) – (16,558) (16,558)
Realised gains during the year – (190) (190) – (832) (832)
Unrealised losses during the year on positions
held at year end (7) (996) (1,003) – (2,827) (2,827)
Closing balance as at 31 December 3,593 112,169 115,762 3,600 115,728 119,328
Valuation and existence of bonds and private loan investments
The Company holds assets in bonds and private loan investments. The valuation and existence of these bonds and private loan investments are
the most material matter in the production of the financial statements.
The bonds and private loan investments are valued by an independent valuer and the valuations at year end were agreed to the valuers report.
The valuation process has been comprehensively reviewed during the year, and is monitored, by the Board, the Manager and the AIFM. The
process includes quantitative and qualitative analysis, with the analysis performed on a loan-by-loan basis and the valuation of each loan taking
into account the relevant risks and returns associated with that loan. The Audit and Management Engagement Committee reviewed valuation
reports and also the procedures in place for ensuring accurate valuation and existence of investments and recommended these to the Board for
review and approval.
The Board has appointed a third-party service provider (Mazars LLP) to value the Company’s loan investments on a monthly basis, in accordance
with IFRS. The Directors have satisfied themselves as to the methodology used, the discount rates and key assumptions applied and the overall
valuation of the investments.

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73
19. Financial instruments – risk profile
The Company invests in private loan and bond investments. The following describes the risks involved and the applied risk management.
The Investment Manager reports regularly both verbally and formally to the Board, and its relevant committees, to allow them to monitor and
review all the risks noted below.
(i) Market risks
The Company is subject to a number of Market risks in relation to economic conditions. The Company’s approach regarding the conservative
valuation of its investments remains unchanged, with fair value write downs driven by market risk and idiosyncratic risk, with idiosyncratic risk
relating to loan specific information which is reflected within specific loan pricing. Further detail on these risks and the management of these risks
are included in the Investment Manager’s Report and page 19 of the Risk and Risk Management report.
The Company’s financial assets and liabilities at 31 December 2022 comprised:
Year ended 31 December 2022 Year ended 31 December 2021
Interest Non-interest Interest Non-interest
bearing bearing Total bearing bearing Total
Investments £’000 £’000 £’000 £’000 £’000 £’000
Sterling 114,713 3,593 118,306 116,674 – 116,674
Euro 1,664 – 1,664 10,000 – 10,000
Total investment 116,377 3,593 119,970 126,674 – 126,674
Cash and cash equivalents 2,993 – 2,993 3,310 – 3,310
Receivables – 5,421 5,421 – 2,684 2,684
Payables* (17,271) (2,308) (19,579) – (21,418) (21,418)
Total 102,099 6,706 108,805 129,984 (18,734) 111,250
Price risk sensitivity
The effect on the portfolio of a 10.0% increase or decrease in the value of the loans would have resulted in an increase or decrease of £11,997,000
(2021: £12,667,000) in the investments held at fair value through profit or loss at the period end date. This analysis assumes that all other
variables remain constant.
(ii) Credit risks
The Company’s investments will be predominantly in the form of private loans whose revenue streams are secured against contracted, predictable
medium to long-term cash flows and/or physical assets, and whose debt service payments are dependent on such cash flows and/or the sale or
refinancing of the physical assets. The key risks relating to the private loans include risks relating to counterparty default, senior debt covenant
breach risk, bridge loans, delays in the receipt of anticipated cash flows and borrower default, and collateral risks.
The Company is also exposed to the risk of default on cash held at the bank and other trade receivables. The maximum exposure to credit risk on
cash at bank and other trade receivables at 31 December 2022 was £2,993,000 and £5,421,000 respectively (2021: £3,310,000 and
£2,684,000). None of these amounts are considered past due or impaired and interest is based on the prevailing money market rates.

Notes to the financial statements
Continued
RM Infrastructure Income PLC
Annual Report & Accounts 2022
74
19. Financial instruments – risk profile continued
The table below shows the Company’s exposure to credit risks as the year end.
As at 31 December 2022 As at 31 December 2021
Fair value Maximum exposure Fair value Maximum exposure
£’000 £’000 £’000 £’000
Private loan investments 112,169 112,169 115,728 115,728
Bond investments 4,208 4,208 7,346 7,346
Cash and cash equivalent 2,993 2,993 3,310 3,310
Receivables 5,421 5,421 2,684 2,684
Total 124,791 124,791 129,068 129,068
Management of risks
The Investment Manager reports a number of key metrics on a monthly basis to its Credit Committee including pipeline project information,
outstanding loan balances, lending book performance and early warning indicators. The Investment Manager monitors ongoing credit risks in
respect of the loans. Typically, the Company’s loan investments are private loans and would usually exhibit credit risk classified as ”non-investment
grade” if a public rating agency was referenced.
The Company’s main cash balances are held with The Royal Bank of Scotland plc (“RBS”). Bankruptcy or insolvency of the bank holding cash
balances may cause the Company’s rights with respect to the cash held by them to be delayed or limited. The Company manages its risk by
monitoring the credit quality of RBS on an ongoing basis.
(iii) Interest rate risks
Private Loans
The Company may make loans based on estimates or projections of future interest rates because the Investment Manager expects that the
underlying revenues and/or expenses of a borrower to whom the Company provides loans will be linked to interest rates, or that the Company’s
returns from a loan are linked to interest rates. If actual interest rates differ from such expectation, the net cash flows of the borrower or payable
to the Company may be lower than anticipated.
Interest rate sensitivity
Interest Income earned by the Company is primarily derived from fixed interest rates. The interest earned from the floating element of loan and
debt security investments is not significant. Based on the Company’s private loan investments, bond investments, cash and cash equivalents as at
31 December 2022, a 1.00% increase/(decrease) (2021: 0.50% increase/(decrease)) in interest rates, all other things being equal, would lead to a
corresponding increase/(decrease) in the Company’s income as follows.
As at 31 December 2022 As at 31 December 2021
1.00% Increase 1.00% Decrease 0.50% Increase 0.50% Decrease
£’000 £’000 £’000 £’000
Private loans investments 1,122 (1,122) 579 (579)
Bond investments 42 (42) 37 (37)
Equity investments 36 (36) 18.00 (18.00)
Cash and cash equivalent 30 (30) 17 (17)
Total 1,230 (1,230) 651 (651)
Management of risks
The Investment Manager’s investment process takes into account interest rate risk. The investment strategy is to invest in private loans with maturities
typically between 2 and 10 years. Exposure to predominantly higher yielding loans and possible floating rate investments can mitigate interest rate risk
to some extent. On a monthly basis, Investment Managers review fixed/floating and weighted average life of the portfolio for interest rate risk.

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75
19. Financial instruments – risk profile continued
(iv) Liquidity risks
Liquidity risk is defined as the risk that the Company will encounter difficulties in realising assets or otherwise raising funds to meet financial
commitments. The cash and cash equivalent balance at the year end was £2,993,000 (2021: £3,310,000).
Financial liabilities by maturity at the period end are shown below:
31 December 2022 31 December 2021
£’000 £’000
Within one month – –
Between one and three months 2,038 1,393
Between three months and one year – –
More than one year 17,541 20,025
Total 19,579 21,418
Not withstanding the contractual maturity of the credit facilities, which is 26 March 2024, the loans have been presented as a current liability in
the statement of financial position which reflects managements intentions to use the facilities for liquidity purposes and not long term gearing of
the Company. The financial liability of £17,541,000 (2021: £20,025,000) is the OakNorth credit facility.
The Investment Manager manages the Company’s liquidity risk by investing in a diverse portfolio of loans and secured debt instruments in line
with the Company’s Investment Policy and Investment restrictions on pages 17 and 18. The Investment Manager may utilise other measures such
as borrowing, share issues including treasury shares for liquidity purposes. The Investment Manager performs stress tests on the Company’s
income and expenses and the Directors, and the Manager remain comfortable that the Company has substantial operating expenses cover and
adequate liquidity. A liquidity opportunity consultation will be implemented ahead of the Company’s 2023 AGM, should the Company’s shares
trade at an average discount of more than zero per cent. as measured over the six-month period commencing on 1 October 2022 and ending on
31 March 2023. More information is included on page 30.
The maturity profile of the Company’s portfolio as at the year-end is as follows:
31 December 2022 31 December 2021
£’000 £’000
Within one month – 4,628
Between one and three months – –
Between three months and one year – 855
More than one year 119,970 121,191
Total 119,970 126,674
(v) Foreign currency risks
Foreign currency risk is the risk that the value of a financial instrument will fluctuate because of changes in foreign currency exchange rates.
Currency risk arises when future commercial transactions and recognised assets and liabilities are denominated in a currency that is not the
Company’s functional currency. The Company invests in debt security instruments that are denominated in currencies other than sterling.
Accordingly, the value of the Company’s assets may be affected favourably or unfavourably by fluctuations in currency rates and therefore the
Company will necessarily be subject to foreign exchange risks.

Notes to the financial statements
Continued
RM Infrastructure Income PLC
Annual Report & Accounts 2022
76
19. Financial instruments – risk profile continued
Based on the financial assets and liabilities at 31 December 2022 and all other things being equal, if sterling had weakened against the local
currencies by 10%, the impact on the Company’s net assets at 31 December 2022 would have been as follows:
31 December 2022 31 December 2021
£’000 £’000
Euro 230 167
US dollar – –
Total 230 167
Foreign currency risk profile
31 December 2022 31 December 2021
Net Total Net Total
Investment monetary currency Investment monetary currency
exposure exposure exposure exposure exposure exposure
£’000 £’000 £’000 £’000 £’000 £’000
Euro 2,087 214 2,301 1,410 262 1,672
US dollar – 7 7 – 4 4
Total 2,087 221 2,308 1,410 266 1,676
Management of currency risks
The Company’s Investment Manager monitors the currency risk of the Company’s portfolio on a regular basis. Foreign currency exposure is
regularly reported to the Board by the Investment Manager. The Investment Manager may hedge any currency back to sterling as they see fit.
Fair values of financial assets and liabilities
All financial assets and liabilities of the Company are included in the statement of financial position at fair value or a reasonable approximation of
fair value with no material difference in the carrying amount.
Capital management
The Company considers its capital to consist of its share capital of Ordinary Shares of 1 pence each, its distributable reserves, which comprise
Revenue reserve, Capital reserve and the Special reserve. In accordance with accounting standards, the Company’s Ordinary Shares are
considered to be equity.
The Company has a stated discount control policy. The Investment Manager and the Company’s brokers monitor the demand for the
Company’s shares and the Directors review the position at Board meetings. Further details on share issues during the year and the Company’s
policies for issuing further shares and buying back shares (including the Company’s discount management) can be found in the Directors’
Report on pages 29 and 30.
During the year the Company bought back 204,629 shares (2021: 523,294) which are held in treasury and bought back a further 50,000
shares following the year end.
The Company’s policy on borrowing is detailed in the Directors’ Report on page 17.
The details of the Company’s OakNorth facilities are discussed in note 12
20. Post balance sheet events
There are no other post period end events other than those disclosed in this report.

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Other information

Alternative Performance Measures (“APMs”)
RM Infrastructure Income PLC
Annual Report & Accounts 2022
78
APMs are often used to describe the performance of investment companies although they are not specifically defined under IFRS.
APM calculations for the Company are shown below.
Gearing
A way to magnify income and capital returns, but which can also magnify losses. A bank loan is a common method of gearing.
31 December 2022 31 December 2021
Page £’000 £’000
Bank Loan – Credit facility 55 17,271 19,571
Total borrowings 17,271 19,571
Cash and cash equivalents 55 2,993 3,310
Total borrowings less cash and cash equivalents a 55 14,278 16,261
Net assets b 55 108,805 111,250
Gearing(net) (a÷b)*100 13.1% 14.6%
Gross asset
The Company’s gross assets comprise the net asset values of the Company’s Ordinary Shares, and the Bank loan breakdown as follows:
As at 31 December 2022 Page £’000 Per Share (Pence)
Ordinary Shares – NAV a 55 108,805 92.49
Bank Loan – Credit facility c 55 17,271 –
Gross asset value a+b+c 126,076 n/a
As at 31 December 2021 Page £’000 Per Share (Pence)
Ordinary Shares – NAV a 55 111,250 94.41
Bank Loan – Credit facility c 55 19,571 –
Gross asset value a+b+c 130,821 n/a

RM Infrastructure Income PLC
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Ongoing charges
A measure, expressed as a percentage of average net assets, of the regular, recurring annual costs of running an investment company.
Year ended 31 December 2022 Page
Average NAV (£’000) a n/a 111,126
Annualised recurring expenses b n/a 2,067
b÷a 1.86%
Year ended 31 December 2021 Page £’000
Average NAV (£’000) a n/a 112,891
Annualised recurring expenses* b n/a 2,165
b÷a 1.92%
* Consists of investment management fees of £971,000 (2021: £1,012,000) and other recurring expenses of £1,096,000 (2021: £1,153,000) Prospectus issue and capital transactions are not
considered to be recurring costs and therefore have not been included.
(Discount)/premium
The amount, expressed as a percentage, by which the share price is (less)/more than the NAV per share.
As at 31 December 2022 Page
NAV per Ordinary Share (p) a 2 92.49
Share price (p) b 2 85.00
Discount (b/a)-1 (8.1%)
As at 31 December 2021 Page
NAV per Ordinary Share (p) a 2 94.41
Share price (p) b 2 95.00
Premium (b/a)-1 0.6%

Alternative Performance Measures (“APMs”)
Continued
RM Infrastructure Income PLC
Annual Report & Accounts 2022
80
Total return
A measure of performance that includes both income and capital returns. This takes into account capital gains and reinvestment of dividends
paid out by the Company into its Ordinary Shares on the ex-dividend date.
As at 31 December 2022 Page NAV Share Price
Opening at 1 January 2021 (p) a n/a 94.41 95.00
Closing at 31 December 2021 (p) b 2 92.49 85.00
Dividend payment c n/a 1.0715 1.1588
Adjusted closing (d = b x c) d n/a 99.1 98.5
Total return (d/a)-1 5.0% 3.7%
As at 31 December 2021 Page NAV Share Price
Opening at 1 January 2021 (p) a n/a 93.26 87.00
Closing at 31 December 2021 (p) b 2 94.41 95.00
Dividend adjustment factor c n/a 1.0631 1.0687
Adjusted closing (d = b x c) d n/a 100.37 101.53
Total return (d/a)-1 7.6% 16.7%

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Glossary
Admission Admission of the Ordinary Shares to the premium listing segment of the Official List of the UKLA
and admission of the Shares to trading on the main market for listed securities of the London
Stock Exchange.
AIC Association of Investment Companies
Alternative Investment Fund or “AIF” An investment vehicle under AIFMD. Under AIFMD (see below) the Company is classified as an AIF.
Alternative Investment Fund A European Union directive which came into force on 22 July 2013 and has been implemented
Managers Directive or “AIFMD” in the UK.
Annual General Meeting or “AGM” A meeting held once a year which Shareholders can attend and where they can vote on resolutions to be
put forward at the meeting and ask directors questions about the Company in which they are invested.
CTA 2010 Corporation Tax Act 2010.
Custodian An entity that is appointed to safeguard a company’s assets.
Discount The amount, expressed as a percentage, by which the share price is less than the net asset value
per share.
Dividend Income receivable from an investment in shares.
Ex-dividend date The date from which you are not entitled to receive a dividend which has been declared and is due to be
paid to Shareholders.
Financial Conduct Authority or “FCA” The independent body that regulates the financial services industry in the UK.
Gearing A way to magnify income and capital returns, but which can also magnify losses. A bank loan is a
common method of gearing.
Index A basket of stocks which is considered to replicate a particular stock market or sector.
Investment company A company formed to invest in a diversified portfolio of assets.
Investment Trust An investment company which is based in the UK and which meets certain tax conditions which enables
it to be exempt from UK corporation tax on its capital gains. The Company is an investment trust.
Leverage An alternative word for “Gearing”.
Under AIFMD, leverage is any method by which the exposure of an AIF is increased through borrowing
of cash or securities or leverage embedded in derivative positions.
Under AIFMD, leverage is broadly similar to gearing, but is expressed as a ratio between the assets
(excluding borrowings) and the net assets (after taking account of borrowing). Under the gross method,
exposure represents the sum of the Company’s positions after deduction of cash balances, without
taking account of any hedging or netting arrangements. Under the commitment method, exposure is
calculated without the deduction of cash balances and after certain hedging and netting positions are
offset against each other.
Liquidity The extent to which investments can be sold at short notice.

Loans or Secured Debt Instruments Secured debt instruments of UK SMEs and mid-market corporates and/or individuals including any loan,
promissory notes, lease, bond, or preference share such debt instruments.
Net assets An investment company’s assets less its liabilities.
Net asset value (NAV) per Net assets divided by the number of Ordinary Shares in issue (excluding any shares held in treasury).
Ordinary Share
Ordinary Shares The Company’s Ordinary Shares of 1 pence each in the capital of the Company.
Portfolio A collection of different investments held in order to deliver returns to Shareholders and to spread risk.
Share buyback A purchase of a company’s own shares. Shares can either be bought back for cancellation or held
in treasury.
Share price The price of a share as determined by a relevant stock market.
Treasury shares A company’s own shares which are available to be sold by a company to raise funds.
Volatility A measure of how much a share moves up and down in price over a period of time.
ZDP Share Zero dividend preference Share.
RM Infrastructure Income PLC
Annual Report & Accounts 2022
82
Glossary
Continued

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Notice of Annual General Meeting
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Form of Proxy
83
Directors, Investment Manager and Advisers
Directors
Norman Crighton (Non-executive Chair)
Guy Heald
Marlene Wood
Investment Manager
RM Capital Markets Limited
4th Floor
7 Castle Street
Edinburgh
EH2 3AH
Joint broker
Singer Capital Markets Advisory LLP
1 Bartholomew Lane
London
EC2N 2AX
Joint broker
Peel Hunt LLP
100 Liverpool Street
London
EC2M 2AT
Valuation agent
Mazars LLP
Tower Bridge House
Katherine’s Way
London
E1W 1DD
Registered office*
6th Floor
125 London Wall
London
EC2Y 5AS
* Registered in England and Wales No. 10449530
Custodian
US Bank Global Corporate Trust Services
125 Old Broad Street
London
EC2N 1AR
Administrator and Company Secretary
Apex Listed Companies Services (UK) Limited
6th Floor
125 London Wall
London
EC2Y 5AS
AIFM
FundRock Management Company (Guernsey) Limited
Sarnia House
Le Truchot
St Peter Port
Guernsey
GY1 4NA
Auditors
Ernst & Young LLP
25 Churchill Place
Canary Wharf
London
E14 5EY
Registrar
Link Group
Central Square
29 Wellington Street
Leeds
LS1 4DL
Legal advisers
Gowling WLG (UK) LLP
4 More London Riverside
London
SE1 2AU

Notice is hereby given that the Annual General Meeting (“AGM”) of RM Infrastructure Income plc (the “Company”) will be held at 6th Floor,
125 London Wall, London EC2Y 5AS on 30 May 2023 at 12.00 p.m. for the following purposes.
To consider and if thought fit pass the following resolutions of which resolutions 1 to 9 will be proposed as ordinary resolutions and resolutions
10 to 12 will be proposed as special resolutions.
Ordinary resolutions
1. To receive the Company’s Annual Report and Accounts for the year ended 31 December 2022, with the reports of the Directors and
auditors thereon.
2. To approve the Directors’ Remuneration Report included in the Annual Report for the year ended 31 December 2022.
3. To re-elect Norman Crighton as a Director.
4. To re-elect Guy Heald as a Director.
5. To re-elect Marlene Wood as a Director.
6. To re-appoint Ernst & Young LLP as Auditors to the Company.
7. To authorise the Directors to determine the remuneration of the Auditor until the conclusion of the next Annual General Meeting
of the Company.
8. To authorise the Directors to declare and pay all dividends of the Company as interim dividends.
9. Authority to allot relevant securities
That, without prejudice to any subsisting authorities to the extent unused, the Directors be and are generally and unconditionally authorised
pursuant to and in accordance with section 551 of the Companies Act 2006 (the “Act”) to exercise all powers of the Company to allot, or grant
rights to subscribe for or to convert any security into Ordinary Shares of one pence each in the capital of the Company (“Ordinary Shares”) up to
an aggregate nominal amount equal to £117,586 (or such other amount as shall be equivalent to 10% of the issued Ordinary Share capital of the
Company (excluding shares held in Treasury) at the date of this resolution and that this authority shall expire (unless previously varied, revoked
or renewed by the Company in general meeting) at the conclusion of the Annual General Meeting of the Company to be held in 2024, or, if
earlier, on the expiry of 15 months from the passing of this resolution but so that the Directors may, at any time prior to the expiry of such
power, make an offer or agreement which would or might require Ordinary Shares to be allotted after the expiry of such power and the Directors
may allot Ordinary Shares in the pursuance of such an offer or agreement as if the authority granted by this resolution had not expired.
Special resolutions
10. Disapplication of pre-emption rights
That, subject to the passing of resolution 9 above, and without prejudice to any subsisting authorities to the extent unused, the Directors be
and are empowered, pursuant to section 570 and 573 of that Act, to allot and make offers or agreements to allot Ordinary Shares and/or sell
Ordinary Shares held as treasury shares pursuant to the authority referred to in resolution 9 above as if section 561 of the Act did not apply to
any such allotment in each case for cash up to an aggregate nominal amount of £117,586 (or such other amount as shall be equivalent to 10%
of the issued Ordinary Share capital of the Company (excluding shares held in Treasury) at the date of this resolution) and that this authority
shall expire (unless previously varied, revoked or renewed by the Company in general meeting) at the conclusion of the Annual General
Meeting of the Company to be held in 2024 or, if earlier, on the expiry of 15 months from the passing of this resolution but so that the
Directors may, at any time prior to the expiry of such power, make an offer or agreement which would or might require Ordinary Shares to be
allotted after the expiry of such power and the Directors may allot Ordinary Shares in the pursuance of such an offer or agreement as if the
authority granted by this resolution had not expired.
RM Infrastructure Income PLC
Annual Report & Accounts 2022
84
Notice of Annual General Meeting
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you should
immediately consult your independent financial adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred
all your shares in RM Infrastructure Income plc, please hand this document and the accompanying form of proxy or form of instruction to the purchaser or
transferee, or to the stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
Other information >
Alternative Performance Measures (“APMs”)
Glossary
Directors, Investment Manager and Advisers
Notice of Annual General Meeting
Notes to Notice of Annual General Meeting
Form of Proxy
85
11. Authority to make market purchases
That the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the Act to make market
purchases (within the meaning of section 693(4) of the Act) of its Ordinary Shares, provided that:
(a) the maximum number of Ordinary Shares hereby authorised to be purchased shall be 17,626,195 (representing 14.99 per cent. of the
Company’s issued Ordinary Share capital (excluding shares held in Treasury) at the date of the notice of this meeting);
(b) the minimum price (exclusive of any expenses) which may be paid for an Ordinary Share is 1 pence;
(c) the maximum price (excluding expenses) which may be paid for an Ordinary Share is not more than the higher of (i) 5 per cent. above the
average of the middle market quotations for the Ordinary Shares for the five business days immediately before the day on which it purchases
that share and (ii) the higher of the price of the last independent trade and the highest current independent bid for the Ordinary Shares;
(d) the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company in 2024 or, if earlier, on the
expiry of 15 months from the passing of this resolution, unless such authority is renewed prior to such time; and
(e) the Company may make a contract to purchase Ordinary Shares under the authority hereby conferred prior to the expiry of such authority,
which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of Ordinary Shares
pursuant to any such contract.
12. Notice of General Meeting
That a general meeting of the Company other than an Annual General Meeting may be called on not less than 14 days’ notice, provided that
this authority shall expire at the conclusion of the Company’s next Annual General Meeting after the date of the passing of this resolution.
By order of the Board
Ciara McKillop
For and on behalf of Apex Listed Companies Services (UK) Limited
Company Secretary
Registered Office: 6th Floor, 125 London Wall, Barbican, London EC2Y 5AS
25 April 2023

Website address
1. Information regarding the meeting, including the information required
by section 311A of the Companies Act 2006, is available from
https://rm-funds.co.uk/rm-infrastructure-income/
Entitlement to attend and vote
2. Only those holders of Ordinary Shares registered on the Company’s
register of members at close of business on 25 May 2023 or, if this
meeting is adjourned, at close of business on the day two days prior to
the adjourned meeting, shall be entitled to vote at the meeting.
Should a shareholder have a question that they would like to raise at
the AGM, either of the Board or the Investment Manager, the Board
would ask that they ask the question in advance of the AGM by
sending it by email to info@rm-capital.co.uk. Answers to all questions
will be published on the Company’s website after the AGM.
In the case of joint holders of a voting right, the vote of the senior who
tenders a vote shall be accepted to the exclusion of the votes of the
other joint holders and, for this purpose, seniority shall be determined
by the order in which the names stand in the Register of Members in
respect of the joint holding.
Appointment of Proxies
3. Pursuant to Section 324 of the Companies Act 2006, a member
entitled to attend and vote at the meeting may appoint more than one
proxy, provided that each proxy is appointed to exercise the rights
attached to different shares held by him. A proxy need not be a
member of the Company.
If Shareholders are not attending the AGM, Shareholders are strongly
urged to appoint the Chairman as their proxy to vote on their behalf.
Section 324 does not apply to persons nominated to receive
information rights pursuant to Section 146 of the Companies Act
2006. Persons nominated to receive information rights under Section
146 of the Companies Act 2006 have been sent this Notice of Annual
General Meeting and are hereby informed, in accordance with Section
149(2) of the Companies Act 2006, that they may have the right under
an agreement with the registered member by whom they are
nominated to be appointed, or to have someone else appointed, as a
proxy for this meeting. If they have such right or do not wish to
exercise it, they may have a right under such an agreement to give
instructions to the member as to the exercise of voting rights.
Nominated persons should contact the registered member by whom
they were nominated in respect of these arrangements. The statement
of rights of Shareholders in relation to the appointment of proxies
does not apply to nominated persons.
Completion and return of the form of proxy will not preclude
Shareholders from attending and voting at the meeting should they
wish to do so.
Proxies’ rights to vote
4. On a vote on a show of hands, each proxy has one vote.
If a proxy is appointed by more than one member and all such
members have instructed the proxy to vote in the same way, the proxy
will only be entitled, on a show of hands, to vote “for” or “against” as
applicable. If a proxy is appointed by more than one member, but such
members have given different voting instructions, the proxy may, on a
show of hands, vote both “for” and “against” in order to reflect the
different voting instructions.
On a poll, all or any of the voting rights of the member may be
exercised by one or more duly appointed proxies. However, where a
member appoints more than one proxy, Section 285(4) of the
Companies Act does not authorise the exercise by the proxies taken
together of more extensive voting rights than could be exercised by
the member in person.
Voting on all Resolutions will be conducted by way of a poll
5. On a poll every holder of Ordinary Shares who is present in person or
by proxy shall have one vote for every Ordinary Share held by him/her.
As above, Shareholders are strongly urged to appoint the Chair as their
proxy to vote on their behalf. As soon as practicable following the
meeting, the results of the voting will be announced via a regulatory
information service and also placed on the Company’s website.
Voting by corporate representatives
6. Any corporation which is a member may appoint one or more
corporate representative(s) who may exercise on its behalf all of its
powers as a member provided that, if it is appointing more than one
corporate representative, it does not do so in relation to the same
shares. It is, therefore, no longer necessary to nominate a designated
corporate representative. Representatives should bring to the
AGM evidence of their appointment, including any authority under
which it is signed.
Receipt and termination of proxies
7. The Form of Proxy and any power of attorney (or a notarially certified
copy or office copy thereof) under which it is executed must be
received by Link Group by 12.00 p.m. on 25 May 2023 in respect of the
meeting. Any Forms of Proxy received before such time will be deemed
to have been received at such time. In the case of an adjournment,
the Form of Proxy must be received by Link Group no later than
48 hours before the rescheduled meeting. We strongly urge you to
appoint the Chair of the meeting as your proxy.
On completing the Form of Proxy, sign it and return it to Link Group at
the address shown on the Form of Proxy in the envelope provided.
As postage has been pre-paid no stamp is required. A member may
terminate a proxy’s authority at any time before the commencement
of the AGM.
Termination must be provided in writing and submitted to the
Company’s Registrar. In accordance with the Company’s Articles of
Association, in determining the time for delivery of proxies, no account
shall be taken of any part of a day that is not a working day.
Alternatively, you may appoint a proxy or proxies electronically by
visiting https://www.signalshares.com/. You will need to register using
your investor code and follow the instructions on how to vote. Proxies
submitted via www.signalshares.com for the AGM must be
transmitted so as to be received by the Company’s Registrar, Link
Group, no later than 48 hours before the time appointed for the
meeting (excluding weekends and public holidays) or any adjournment
of the meeting. Proxies received after that date will not be valid.
If you are an institutional investor you may be able to appoint a proxy
electronically via the Proxymity platform, a process which has been
agreed by the Company and approved by the Registrar. For further
information regarding Proxymity, please go to www.proxymity.io.
Your proxy must be lodged by 12 p.m. on 25 May 2023 in order to be
considered valid. Before you can appoint a proxy via this process you will
need to have agreed to Proxymity’s associated terms and conditions.
It is important that you read these carefully as you will be bound by
them and they will govern the electronic appointment of your proxy.
RM Infrastructure Income PLC
Annual Report & Accounts 2022
86
Notes to Notice of Annual General Meeting

RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
Other information >
Alternative Performance Measures (“APMs”)
Glossary
Directors, Investment Manager and Advisers
Notice of Annual General Meeting
Notes to Notice of Annual General Meeting
Form of Proxy
87
Appointment of Proxy through CREST
8. CREST members who wish to appoint a proxy or proxies through the
CREST electronic proxy appointment service may do so for the
meeting to be held on the above date and any adjournment(s) thereof
by using the procedures described in the CREST Manual. CREST
Personal Members or other CREST sponsored members, and those
CREST members who have appointed a voting service provider(s),
should refer to their CREST sponsor or voting service provider(s), who
will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST
service to be valid, the appropriate CREST message (a “CREST Proxy
Instruction”) must be properly authenticated in accordance with
Euroclear UK & Ireland Limited’s specifications and must contain the
information required for such instructions, as described in the CREST
Manual. The message, regardless of whether it constitutes the
appointment of a proxy or an amendment to the instruction given to a
previously appointed proxy, must, in order to be valid, be transmitted
so as to be received by the Company’s agent (ID: RA10) by the latest
time(s) for receipt of proxy appointments specified in the notice of
meeting. For this purpose, the time of receipt will be taken to be the
time (as determined by the timestamp applied to the message by the
CREST Applications Host) from which the Company’s agent is able to
retrieve the message by enquiry to CREST in the manner prescribed by
CREST. After this time any change of instructions to a proxy’s
appointee through CREST should be communicated to the appointee
through other means.
CREST members and, where applicable, their CREST sponsors or voting
service providers should note that Euroclear UK & Ireland Limited does
not make available special procedures in CREST for any particular
messages. Normal system timings and limitations will therefore apply in
relation to the input of CREST Proxy Instructions. It is the responsibility
of the CREST member concerned to take (or, if the CREST member is a
CREST personal member or sponsored member or has appointed a
voting service provider(s), to procure that his CREST sponsor or voting
service provider(s) take(s)) such action as shall be necessary to ensure
that a message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting service providers are referred,
in particular, to those sections of the CREST Manual concerning practical
limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the
circumstances set out in Regulation 35(5) (a) of the Uncertificated
Securities Regulations 2001.
All messages relating to the appointment of a proxy or an instruction
to a previously appointed proxy, which are to be transmitted through
CREST, must be lodged at 12 p.m. on 25 May 2023 in respect of the
meeting. Any such messages received before such time will be
deemed to have been received at such time. In the case of an
adjournment, all messages must be lodged with Link Group no later
than 48 hours before the rescheduled meeting.
Nominated Persons
9. If you are a person who has been nominated under section 146 of the
Companies Act 2006 to enjoy information rights:
> You may have a right under an agreement between you and the
member of the Company who has nominated you to have
information rights (Relevant Member) to be appointed or to have
someone else appointed as a proxy for the meeting.
> If you either do not have such a right or if you have such a right but
do not wish to exercise it, you may have a right under an agreement
between you and the Relevant Member to give instructions to the
Relevant Member as to the exercise of voting rights.
> Your main point of contact in terms of your investment in the
Company remains the Relevant Member (or, perhaps, your
custodian or broker) and you should continue to contact them (and
not he Company) regarding any changes or queries relating to your
personal details and your interest in the Company (including any
administrative matters). The only exception to this is where the
Company expressly requests a response from you.
If you are not a member of the Company but you have been
nominated by a member of the Company to enjoy information rights,
you do not have a right to appoint any proxies under the procedures
set out in the notes to the form of proxy.
Questions at the Meeting
10. Any member attending the meeting has the right to ask questions.
Under section 319A of the Companies Act 2006, the Company must
answer any question you ask relating to the business being dealt with
at the meeting unless:
> answering the question would interfere unduly with the preparation
for the meeting or involve the disclosure of confidential information;
> the answer has already been given on a website in the form of an
answer to a question; or
> it is undesirable in the interests of the Company or the good order
of the meeting that the question be answered.
As explained in the Notice of Meeting, Shareholders are strongly
advised to submit their votes by proxy and appoint the Chair of the
meeting as their proxy. Should a shareholder have a question that they
would like to raise at the AGM, either of the Board or the Investment
Manager, the Board would ask that they ask the question in advance
of the AGM by sending it by email to info@rm-capital.co.uk. Answers
to all questions will be published on the Company’s website after the
AGM. Please note all questions should be submitted by close of
business on 25 May 2023.

RM Infrastructure Income PLC
Annual Report & Accounts 2022
88
Members’ requests under Section 527 of the Companies Act 2006
11. Under Section 527 of the Companies Act 2006, shareholders meeting
the threshold requirements set out in that section have the right to
require the Company to publish on a website a statement setting out
any matter relating to (i) the audit of the Company’s accounts
(including the auditor’s report and the conduct of the audit) that are
to be laid before the AGM for the financial year ended 31 December
2022; or (ii) any circumstance connected with an auditor of the
Company appointed for the financial year ended 31 December 2022
ceasing to hold office since the previous meeting at which annual
accounts and reports were laid. The Company may not require the
Shareholders requesting any such website publication to pay its
expenses in complying with Sections 527 or 528 (requirements as to
website availability) of the Companies Act 2006. Where the Company
is required to place a statement on a website under Section 527 of the
Companies Act 2006, it must forward the statement to the Company’s
Auditor not later than the time when it makes the statement available
on the website. The business which may be dealt with at the AGM for
the relevant financial year includes any statement that the Company
has been required under Section 527 of the Companies Act 2006 to
publish on a website.
Members’ rights under Sections 338 and 338A of the Companies Act 2006
12. Shareholders meeting the threshold under sections 338 and 338A of
the Act can instruct the Company: (i) to give shareholders (entitled to
receive notice of the AGM) notice of a resolution which may properly
be proposed and is intended to be proposed at the AGM; and/or (ii)
to include in the business to be dealt with at the AGM any matter
(other than a proposed resolution) which may be properly included
in the business.
A resolution may properly be proposed or a matter may properly be
included in the business unless: (a) (in the case of a resolution only) it
would, if passed, be ineffective; (b) it is defamatory of any person; or (c)
it is frivolous or vexatious. Such a request may be in hard copy form or
in electronic form, must identify the resolution of which notice is to be
given or the matter to be included in the business, must be authorised
by the person or persons making it, must be received by the Company
not later than the date six weeks before the meeting, and (in the case of
a matter to be included in the business only) must be accompanied by
a statement setting out the grounds for the request.
Issued Shares and total voting rights
13. As at the date of this Notice, the total number of shares in issue is
122,224,581 Ordinary Shares of 1p each, with 4,638,222 held in
Treasury. The total number of Ordinary Shares with voting rights is
117,586,359.
Communication
14. Except as provided above, members who have general queries about
the meeting should use the following means of communication
(no other methods of communication will be accepted):
> calling Link Group’s Shareholder helpline (lines are open from 9:00
a.m. to 5:30 p.m. Monday to Friday, excluding public holidays)
+44 371 664 0300 (calls cost 12p per minute plus network extras); or
> in writing to Link Group. You may not use any electronic address
provided either in this notice of meeting or in any related
documents (including the Form of Proxy for this meeting) to
communicate with the Company for any purposes other than
those expressly stated.
Documents available for inspection
15. Copies of letters of appointment between the Company and the
Non-executive Directors may be inspected during usual business
hours on any weekday (public holidays excepted) at the registered
office of the Company from the date of this Notice of Annual General
Meeting until the date of the AGM and at the place of the AGM from
at least 15 minutes prior to the AGM until the AGM’s conclusion.
Notes to Notice of Annual General Meeting
Continued

RM Infrastructure Income PLC
Annual Report & Accounts 2022
Strategic report
Governance
Financial statements
Other information >
Alternative Performance Measures (“APMs”)
Glossary
Directors, Investment Manager and Advisers
Notice of Annual General Meeting
Notes to Notice of Annual General Meeting
Form of Proxy
Form of Proxy
RM Infrastructure Income plc
I/We
of
(BLOCK CAPITALS PLEASE)
being (a) member(s) of RM Infrastructure Income plc appoint the Chairman of the meeting, or (see note 1)
of
as my/our proxy and, on a poll, to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at 6th Floor,
125 London Wall, London EC2Y 5AS on 30 May 2023 at 12.00 p.m. and any adjournment thereof.
Please indicate with an ‘’ in the spaces provided how you wish your votes to be cast on the resolutions specified.
Item Resolution For Against Withheld Discretionary
1. To receive and adopt the Annual Report and Accounts for the year ended 31 December 2022.
2. To approve the Directors’ Remuneration Report.
3. To re-elect Norman Crighton as a Director.
4. To re-elect Guy Heald as a Director.
5. To re-elect Marlene Wood as a Director.
6. To re-appoint Ernst & Young LLP as Auditors to the Company.
7. To authorise the Directors to determine the remuneration of the Auditor.
8. To authorise declaration and payment of all dividends as interim dividends.
9. Authority to allot relevant securities.
10. Authority to disapply pre-emption rights.
11. Authority to make market purchases.
12. Notice of general meeting.
Subject to any voting instructions so given the proxy will vote, or may abstain from voting, on any resolution as they may think fit.
Signature Dated this day of 2023
Notes
1. If any other proxy is preferred, strike out the words “Chairman of the Meeting” and add the name and address of the proxy you wish to appoint and initial the alteration. The proxy need not
be a member.
2. If the appointer is a corporation this form must be completed under its common seal or under the hand of some officer or attorney duly authorised in writing.
3. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for or against a resolution.
4. The signature of any one of joint holders will be sufficient, but the names of all the joint holders should be stated.
5. To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy
(which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and
should be returned together in the same envelope.
6. To be valid, this form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power, must reach the registrars of the Company,
Link Group not less than forty-eight hours before the time appointed for holding the AGM or adjournment as the case may be.
7. The completion of this form will not preclude a member from attending the Meeting and voting in person.
8. Any alteration of this form must be initialled. Your completed and signed proxy form should be posted, in the enclosed reply paid envelope, to the Company’s Registrars, Link Group, PXS 1,
Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, so as to arrive before 12.00 p.m. on 26 May 2023.

RM Infrastructure Income PLC
Annual Report & Accounts 2022

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Contents
Strategic report Page
About us 1
Portfolio at a glance 2
Market 7
The Good Economy – Impact Report April 2022 8
Company objectives 10
Sector objectives 11
Chair’s statement 12
Investment Manager’s report 14
Investment policy, results and other information 18
Risks and risk management 20
Stakeholder engagement 23
Environmental, Social and Governance (“ESG”) 26
Governance
Directors’ report 28
Corporate governance 34
Directors’ remuneration report 38
Report of the Audit and Management Engagement Committee 40
Statement of Directors’ responsibilities 42
Independent Auditor’s report 43
Financial statements
Company statement of comprehensive income 52
Statement of financial position 53
Statement of changes in equity 54
Statement of cash flows 55
Notes to the financial statements 57
Other information
Alternative Performance Measures (“APMs”) 76
Glossary 79
Directors, Investment Manager and Advisers 81
Notice of Annual General Meeting 82
Notes to Notice of Annual General Meeting 84
Form of Proxy 87
RM Infrastructure Income PLC
Annual Report & Accounts 2022
rm-funds.co.uk

Edinburgh office
4th Floor
7 Castle Street
Edinburgh
EH2 3AH
London office
42 New Broad Street
London
EC2M 1JD
rm-funds.co.uk
RM Infrastructure Income PLC Annual Report & Accounts 2022
Responsible
investing
Through active stakeholder
engagement combined with the
integration of environmental,
social and corporate governance
considerations throughout the
investment process.
RM Infrastructure Income PLC
Annual Report & Accounts
for the year ended 31 December 2022