Brookfield Infrastructure Partners L.P F-3/A, filed Mar 10, 2020

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Computershare Trust Company of Canada

P.O. Box 7021

31 Adelaide St E

Toronto, ON M5C 3H2

Attn: Corporate Actions

Brookfield Infrastructure Partners L.P. (BIP)

F-3/A 2020-03-10

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Added on October 28, 2026

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Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Limited Partnership Units	47,000,000⁽¹⁾⁽²⁾⁽³⁾	N/A	$2,406,775,000⁽³⁾	$312,399.40⁽³⁾


ABOUT THIS PROSPECTUS			i

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION			ii

SUMMARY			1

RISK FACTORS			3

USE OF PROCEEDS			7

CAPITALIZATION			8

EXCHANGES OF EXCHANGEABLE SHARES FOR LP UNITS			10

Primary Exchange Rights			10

Secondary Exchange Rights			11

Redemption			15

Liquidation			15

Automatic Redemption upon Liquidation of the Partnership			16

DESCRIPTION OF THE PARTNERSHIP’S CAPITAL STRUCTURE			17

COMPARISON OF RIGHTS OF HOLDERS OF EXCHANGEABLE SHARES AND LP UNITS			18

SELLING UNITHOLDER			33

PLAN OF DISTRIBUTION			34

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS			35

MATERIAL CANADIAN FEDERAL INCOME TAX CONSIDERATIONS			42

LEGAL MATTERS			45

EXPERTS			45

WHERE YOU CAN FIND MORE INFORMATION			45

INCORPORATION BY REFERENCE			46

SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES			47

EXPENSES			48


US$ MILLIONS	Actual			Following the special distribution
As of December 31, 2019
Assets
Cash and cash equivalents	$	827		$	827
Non-recourse borrowings		18,544			18,544

Partnership Capital
Limited Partners
Limited partners’ capital		5,495			5,495
Retained deficit		(1,430	)		(1,832	)
Ownership changes		510			459
Accumulated other comprehensive income		473			426

Total partnership capital		5,048			4,548
General Partner
General partners’ capital		19			19
Retained earnings (deficit)		1			(2	)
Accumulated other comprehensive income		4			4

Total partnership capital attributable		24			21

Non-Controlling Interest—Redeemable Partnership Units held by Brookfield
Redeemable partnership units held by Brookfield		2,328			2,328
Retained deficit		(613	)		(789	)
Ownership changes		101			91
Accumulated other comprehensive income		223			201

Total non-controlling interest—Redeemable Partnership Units held by Brookfield		2,039			1,831
Non-controlling interest—Exchange LP Units		18			18
Non-controlling interest—BIPC		—			711
Non-controlling interest—in operating subsidiaries		14,113			14,113
Preferred Unitholders Capital		935			935

Total partners’ capital	$	22,177		$	22,177


US$ MILLIONS, EXCEPT PER UNIT AMOUNTS	Actual		Following the special distribution
For the year ended December 31, 2019
Net Income	$	650	$	650

Attributable to:
Limited partners		52		47
General Partner		159		159
Non-controlling interest attributable to:
Redeemable Partnership Units held by Brookfield		22		20
Exchange LP Units		—		—
BIPC		—		7
Interest of others in operating subsidiaries		417		417

Basic and diluted earnings per limited partner unit:	$	0.07	$	0.06


	EXCHANGEABLE SHARES	LP UNITS
Corporate Governance	BIPC is a corporation formed under the laws of the Province of British Columbia. The rights of holders of Exchangeable Shares, upon completion of the Special Distribution, will be governed by the BCBCA and BIPC’s articles.	The Partnership is a Bermuda—exempted limited partnership registered under the Bermuda Limited Partnership Act 1883 and the Bermuda Exempted Partnerships Act 1992. The Partnership’s limited partnership agreement provides for the management and control of the Partnership by a general partner, the Partnership’s general partner.

Authorized Capital	BIPC is authorized to issue an unlimited number of: (i) Exchangeable Shares; (ii) class B shares; (iii) class C shares; (iv) class A senior preferred shares, issuable in series, and (v) class B junior preferred shares, issuable in series. All Exchangeable Shares, class B share, class C shares, class A senior preferred shares and class B junior preferred shares will be issued without par value. The number of authorized Exchangeable Shares can be changed in accordance with BIPC’s articles or, if the articles are silent, by special resolution, in accordance with s. 54(3)(c) of the BCBCA.	The Partnership’s interests consist of the general partner unit, which represents the general partnership interest, the LP Units and the preferred units, together with the units representing limited partnership interests in the Partnership, and any additional partnership interests representing limited partnership interests that it may issue in the future.


	EXCHANGEABLE SHARES	LP UNITS
		The Partnership’s general partner has broad rights to cause the Partnership to issue additional partnership interests and may cause the Partnership to issue additional partnership interests (including new classes of partnership interests and options, rights, warrants and appreciation rights relating to such interests) for any partnership purpose, at any time and on such terms and conditions as it may determine without the approval of any limited partners, subject to the terms of any preferred units then outstanding. Any additional partnership interests may be issued in one or more classes, or one or more series of classes, with such designations, preferences, rights, powers and duties (which may be senior to existing classes and series of partnership interests) as may be determined by the Partnership’s general partner in its sole discretion, all without the approval of the Partnership’s limited partners.

Voting Rights	Except as otherwise expressly provided in the articles or as required by law, the holders of Exchangeable Shares and class B shares, will vote together and not as separate classes. Each holder of an Exchangeable Share will be entitled to cast one vote per Exchangeable Share on all matters submitted to a vote. On each such matter, the holders of class B shares will be entitled to cast, in the aggregate, a number of votes equal to three times the number of votes attached to the Exchangeable Shares. As Brookfield Infrastructure will hold all of the Class B Shares, it will hold 75% of the votes eligible to be cast on all matters where the Exchangeable Shares and Class B Shares vote together. At any time that no Exchangeable Shares are outstanding and for any vote held only in respect of the class B shares, the holder of the class B shares will be entitled to cast one vote per class B shares. At any time that no Exchangeable Shares are outstanding, quorum will be at least one holder of class B shares.	Limited partners are not entitled to vote on matters relating to the Partnership, although holders of LP Units are entitled to consent to certain matters with respect to certain amendments to the Partnership’s limited partnership agreement and certain matters with respect to the withdrawal of the Partnership’s general partner. Each LP Unit entitles the holder thereof to one vote for the purposes of any approvals of holders of LP Units. In addition to their rights under the Partnership’s limited partnership agreement, limited partners have consent rights with respect to certain fundamental matters and on any other matters that require their approval in accordance with applicable securities laws and stock exchange rules.


	EXCHANGEABLE SHARES	LP UNITS
Size of Board	Following completion of the Special Distribution, BIPC’s board will be set at eight (8) directors. The board may consist of between three (3) and eleven (11) directors or such other number of directors as may be determined from time-to-time by a resolution of BIPC’s shareholders and subject to its articles. BIPC expects that its board of directors will mirror the board of directors of the general partner of the Partnership, except for one additional non-overlapping director to assist BIPC with, among other things, resolving any conflicts of interest that may arise from BIPC’s relationship with Brookfield Infrastructure. John Fees will initially serve as the non-overlapping member of BIPC’s board of directors. Mr. Fees has served on the board of directors of the general partner of the Partnership since April 22, 2013 and will resign from such board of directors prior to the Special Distribution. If in the 12 months following the Special Distribution, BIPC considers a related party transaction in which the Partnership is an interested party within the meaning of MI 61-101, Mr. Fees will not be considered an independent director under MI 61-101 for purposes of serving on a special committee to consider such transaction. At least three (3) directors and at least a majority of the directors holding office must be independent of BIPC, as determined by the full board using the standards for independence established by the NYSE.	The Partnership’s general partner board is currently set at eight (8) directors. The board may consist of between three (3) and eleven (11) directors or such other number of directors as may be determined from time-to-time by a resolution of the shareholders of the Partnership’s general partner and subject to its bye-laws. At least three (3) directors and at least a majority of the directors holding office must be independent of the Partnership’s general partner and Brookfield, as determined by the full board of directors using the standards of independence established by NYSE.

Election and Removal of Directors	BIPC’s board is elected by its shareholders and each of its current directors will serve until the close of the next annual meeting of shareholders of BIPC or his or her death, resignation or removal from office, whichever occurs first. Vacancies on the board may be filled and additional directors may be added by a resolution of BIPC’s shareholders or a vote of the directors then in office. A director may be removed from office by a special resolution duly passed by BIPC’s shareholders. A director will be automatically removed from BIPC’s board if he or she becomes bankrupt, insolvent or suspends payments to his or her creditors or becomes disqualified by law from acting as a director.	The Partnership’s general partner’s board of directors was elected by its shareholder and each of its current directors will serve until the close of the next annual meeting of shareholders of the Partnership’s general partner or his or her death, resignation or removal from office, whichever occurs first. Vacancies on the Partnership’s general partner’s board of directors may be filled and additional directors may be added by a resolution of the shareholders of the Partnership’s general partner or a vote of the directors then in office. A director may be removed from office by a resolution duly passed by the shareholders of the Partnership’s general partner or, if


	EXCHANGEABLE SHARES	LP UNITS
		the director has been absent without leave from three consecutive meetings of the board of directors, by a written resolution requesting resignation signed by all other directors then holding office. A director will be automatically removed from the board of directors if he or she becomes bankrupt, insolvent or suspends payments to his or her creditors or becomes prohibited by law from acting as a director.

Process to Amend the Governing Instruments	BIPC may from time to time amend, modify or repeal any provision contained in the notice of articles or the articles of BIPC in a manner authorized by the BCBCA. Under the BCBCA, alteration of the notice of articles generally requires authorization by either court order, by a two-thirds (2/3rds) vote of all voting shares or by the methods specified in BIPC’s articles. Certain alterations to matters such as changes to company name or address or a change in directors will not require authorization by the above-mentioned methods. Specific alterations such as those of a nature affecting a particular class or series in a manner that would prejudice or interfere with the rights of such class or series, will entitle the affected class or series to consent by special resolution to the alteration, whether or not such class or series otherwise carries the right to vote. Under the BCBCA, BIPC may resolve to alter its articles by the type of resolution specified in the BCBCA, if not specified in the BCBCA, by the type of resolution specified in our articles or if neither the BCBCA or our articles specify the type of resolution, by a two-thirds (2/3rds) vote of all voting shares; provided however, if such alteration would prejudice or interfere with the rights of a particular class or series, such class or series must consent by special resolution to the alteration, whether or not such class or series otherwise carries the right to vote.	Amendments to the Partnership’s limited partnership agreement may be proposed only by or with the consent of the Partnership’s general partner. To adopt a proposed amendment, other than the amendments that do not require limited partner approval discussed below, the Partnership’s general partner must seek approval of a majority of outstanding LP Units required to approve the amendment, either by way of a meeting of the limited partners to consider and vote upon the proposed amendment or by written approval. No amendment may be made that would: (i) enlarge the obligations of any limited partner without its consent, except that any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership interests in relation to other classes of Partnership interests may be approved by at least a majority of the type or class of Partnership interests so affected; or (ii) enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by the Partnership to, the Partnership’s general partner or any of its affiliates without the consent of the Partnership’s general partner, which may be given or withheld in its sole discretion. The provision of the Partnership’s limited partnership agreement preventing the amendments having the effects described in clauses (i) and (ii) above can be amended upon the approval of the holders of at least 90% of the outstanding LP Units.


	EXCHANGEABLE SHARES	LP UNITS
		effective without the approval of holders of at least 90% of the LP Units, unless the Partnership obtains an opinion of counsel to the effect that the amendment will not (i) cause the Partnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for tax purposes (provided that for U.S. tax purposes the Partnership’s general partner has not made the election described below under the section entitled “Qualification”), or (ii) affect the limited liability under the Bermuda Limited Partnership Act 1883 of any of the Partnership’s limited partners.
		In addition to the above restrictions, any amendment that would have a material adverse effect on the rights or preferences of any type or class of Partnership interests in relation to other classes of Partnership interests will also require the approval of the holders of at least a majority of the outstanding Partnership interests of the class so affected. In addition, any amendment that reduces the voting percentage required to take any action must be approved by the written consent or affirmative vote of limited partners whose aggregate outstanding voting LP Units constitute not less than the voting requirement sought to be reduced.

Special Meetings of the Shareholders	A special meeting of the shareholders for any purpose or purposes may be called only by BIPC’s board on a date not less than twenty one (21) days nor more than two (2) months after the sending of the notice of the meeting to each shareholder of record entitled to vote at such meeting.	The Partnership’s general partner may call special meetings of the limited partners at a time and place outside of Canada determined by the Partnership’s general partner on a date not less than ten (10) days nor more than sixty (60) days after the mailing of notice of the meeting. The limited partners do not have the ability to call a special meeting. Only holders of record on the date set by the Partnership’s general partner (which may not be less than ten (10) nor more than sixty (60) days before the meeting) are entitled to notice of any meeting.

Written Consent in Lieu of Meeting	Under the BCBCA, generally, shareholder action without a meeting may only be taken by consent resolution of the shareholders entitled to vote on the resolution: with a written consent executed by shareholders holding two-thirds (2/3rds) of the shares that carry the right to vote at general meetings being effective to approve an	Written consents may be solicited only by or on behalf of the Partnership’s general partner. Any such consent solicitation may specify that any written consents must be returned to the Partnership within the time period, which may not be less than twenty (20) days, specified by the Partnership’s general partner.


	EXCHANGEABLE SHARES	LP UNITS
	action requiring an ordinary resolution; or with a written consent executed by all shareholders that carry the right to vote at general meetings or by all of the shareholders holding shares of the applicable class or series of shares, as the case may be, being effective to approve an action requiring a special resolution or an exceptional resolution.	For purposes of determining holders of Partnership interests entitled to provide consents to any action described above, the Partnership’s general partner may set a record date, which may be not less than ten (10) nor more than sixty (60) days before the date by which record holders are requested in writing by the Partnership’s general partner to provide such consents. Only those holders of Partnership interests on the record date established by the Partnership’s general partner will be entitled to provide consents with respect to matters as to which a consent right applies.

Limitation of Liability and Indemnification of Directors and Officers	No director will be personally liable to BIPC or its shareholders for monetary damages for breach of fiduciary duty, except to the extent such exemption is not permitted under the BCBCA. Under the BCBCA, no provision in BIPC’s articles or other contract relieves a director or officer from (a) the duty to act in accordance with the BCBCA and the regulations, or (b) liability that by virtue of any enactment or rule of law or equity would otherwise attach to that director or officer in respect of any negligence, default, breach of duty or breach of trust of which the director or officer may be guilty in relation to BIPC. To the fullest extent permitted by law, BIPC will indemnify any present or former director or officer of BIPC (or a person serving as a director, officer, trustee, employee or agent of another corporation), who was or is a party or is threatened to be made a party to, or is otherwise involved in, any threatened, pending or completed action while acting in such capacity, for all liability and loss suffered (including, without limitation, any judgments, fines, or penalties and amounts paid in settlement) and expenses (including attorneys’ fees and disbursements), actually and reasonably incurred. BIPC may enter into agreements with any such person to provide such indemnification. The right to indemnification includes the right to be paid by BIPC the expenses (including attorneys’ fees) incurred by such person in defending any such proceeding in advance of its final disposition, such that the advances are paid by BIPC within sixty	Under the Partnership’s limited partnership agreement, the Partnership is required to indemnify to the fullest extent permitted by law the Partnership’s general partner and any of its affiliates (and their respective officers, directors, agents, shareholders, partners, members and employees), any person who serves on a governing body of a holding entity or operating entity of the Partnership and any other person designated by the Partnership’s general partner as an indemnified person, in each case, against all losses, claims, damages, liabilities, costs or expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, incurred by an indemnified person in connection with the Partnership’s investments and activities or by reason of their holding such positions, except to the extent that the claims, liabilities, losses, damages, costs or expenses are determined to have resulted from the indemnified person’s bad faith, fraud or willful misconduct, or in the case of a criminal matter, action that the indemnified person knew to have been unlawful. In addition, under the Partnership’s limited partnership agreement: (i) the liability of such persons has been limited to the fullest extent permitted by law, except to the extent that their conduct involves bad faith, fraud or willful misconduct, or in the case of a criminal matter, action that the indemnified person knew to have been unlawful; and (ii) any matter that is approved by the independent directors of the Partnership’s


	EXCHANGEABLE SHARES	LP UNITS
		duties stated or implied by law or equity, including fiduciary duties. The Partnership’s general partner’s bye-laws require it to advance funds to pay the expenses of an indemnified person in connection with a matter in which indemnification may be sought until it is determined that the indemnified person is not entitled to indemnification.

Dividends and Distributions	Pursuant to BIPC’s articles and subject to the prior rights of holders of all classes and series of preferred shares at the time outstanding having prior rights as to dividends, each Exchangeable Share will entitle its holder to the Exchangeable dividend in a cash amount equal in value to (i) the amount of any distribution made on a LP Unit multiplied by (ii) the conversion factor determined in accordance with BIPC’s articles and in effect on the record date of such dividend (which conversion factor will initially be one, subject to adjustment in the event of certain dilutive or other capital events by BIPC or the Partnership). See “Exchanges of Exchangeable Shares for LP Units—Primary Exchange Rights—Adjustments to Reflect Certain Capital Events.” The record and payment dates for the dividends upon the Exchangeable Shares, to the extent not prohibited by applicable law, shall be substantially the same as the record and payment dates for distributions on the LP Units. If the full amount of an Exchangeable dividend is not declared and paid concurrent with a distribution on the LP Units, then the undeclared or unpaid amount of such Exchangeable dividend shall accrue and accumulate (without interest), whether or not BIPC has earnings, whether or not there are funds legally available for the payment thereof and whether or not such Exchangeable dividend has been declared or authorized. Any Exchangeable dividend payment made shall first be credited against the earliest accumulated but unpaid Exchangeable dividends due which remain payable which	Distributions to partners of the Partnership will be made only as determined by the general partner in its sole discretion. However, the general partner will not be permitted to cause the Partnership to make a distribution if the Partnership does not have sufficient cash on hand to make the distribution, the distribution would render the Partnership insolvent, or if, in the opinion of the general partner, the distribution would leave the Partnership with insufficient funds to meet any future or contingent obligations, or the distribution would contravene applicable laws. Subject to the terms of any preferred units outstanding, the general partner has sole authority to determine whether the Partnership will make distributions and the amount and timing of these distributions. The Partnership has a distribution reinvestment plan for holders of its LP Units who are resident in Canada, the United States and Australia. Holders of LP Units who are not resident in Canada, the United States or Australia may participate in the distribution reinvestment plan provided that there are not any laws or governmental regulations that may limit or prohibit them from doing so.


	EXCHANGEABLE SHARES	LP UNITS
	we refer to as unpaid dividends. All Exchangeable dividends shall be paid prior and in preference to any dividends or distributions on the class C shares of BIPC. The holders of Exchangeable Shares shall not be entitled to any dividends from BIPC other than the Exchangeable dividends.

Exchange by Holder	At any time after the distribution date, holders of Exchangeable Shares shall have the right to exchange all or a portion of their Exchangeable Shares for one LP Unit per Exchangeable Share held (subject to adjustment in the event of certain dilutive or other capital events by BIPC or the Partnership) or its cash equivalent based on the NYSE closing price per LP Unit on the date of the request for exchange (or if not a trading day, the next trading day thereafter), plus all unpaid dividends, if any (the form of payment to be determined at the election of BIPC). See “Exchanges of Exchangeable Shares for LP Units—Primary Exchange Rights—Adjustments to Reflect Certain Capital Events.” The Partnership may elect to satisfy BIPC’s exchange obligation by acquiring all of the tendered Exchangeable Shares for one LP Unit per Exchangeable Share held (subject to adjustment in the event of certain dilutive or other capital events by BIPC or the Partnership) or its cash equivalent based on the NYSE closing price of one LP Unit on the date that the request for exchange is received by BIPC’s transfer agent (or if not a trading day, the next trading day thereafter), plus all unpaid dividends, if any (the form of payment to be determined at the election of the Partnership). See “Exchanges of Exchangeable Shares for LP Units—Primary Exchange Rights—Adjustments to Reflect Certain Capital Events.”	N/A.


	EXCHANGEABLE SHARES	LP UNITS

Qualification	N/A	If the Partnership’s general partner determines in its sole discretion that it is no longer in the Partnership’s best interests to continue as a partnership for U.S. federal income tax purposes, the Partnership’s general partner may elect to treat Partnership as an association or as a publicly traded partnership taxable as a corporation for U.S. federal (and applicable state) income tax purposes.

Liquidation	Upon any liquidation, dissolution or winding up of BIPC, and subject to the prior rights of holders of preferred shares and any other class of shares of BIPC ranking in priority or ratably with the Exchangeable Shares and after the payment in full to (i) any holder of Exchangeable Shares or class C shares of BIPC that has submitted a notice of the exercise of the exchange rights described above at least ten (10) days prior to the date of the liquidation, dissolution or winding up (or in the case of the class B shares, thirty (30) days prior to the date of the liquidation, dissolution or winding up) and (ii) any unpaid dividends, the holders of Exchangeable Shares shall be entitled to one LP Unit per Exchangeable Share held (subject to adjustment in the event of certain dilutive or other capital events by BIPC or the partnership) or its cash equivalent based on the NYSE closing price per LP Unit on the trading day immediately preceding announcement of such liquidation, dissolution or winding up (the form of payment to be determined at the election of BIPC). See “Exchanges of Exchangeable Shares for LP Units—Primary Exchange Rights—Adjustments to Reflect Certain Capital Events.” If, upon any such liquidation, dissolution or winding up, the assets of BIPC are insufficient to make such payment in full, then the assets of BIPC will be distributed among the holders of Exchangeable Shares ratably in proportion to the full amounts to which they would otherwise be respectively entitled to receive.	The Partnership will terminate upon the earlier to occur of: (i) the date on which all of the Partnership’s assets have been disposed of or otherwise realized by the Partnership and the proceeds of such disposals or realizations have been distributed to partners; (ii) the service of notice by the Partnership’s general partner, with the special approval of a majority of its independent directors, that in its opinion the coming into force of any law, regulation or binding authority renders illegal or impracticable the continuation of the Partnership; and (iii) at the election of the Partnership’s general partner, if the Partnership, as determined by the Partnership’s general partner, is required to register as an “investment company” under the Investment Company Act or similar legislation in other jurisdictions.


	EXCHANGEABLE SHARES	LP UNITS
	Notwithstanding the foregoing, upon any liquidation, dissolution or winding up of BIPC, the Partnership may elect to acquire all of the outstanding Exchangeable Shares for one LP Unit per Exchangeable Share held (subject to adjustment in the event of certain dilutive or other capital events by BIPC or the Partnership) plus all unpaid dividends, if any. See “Exchanges of Exchangeable Shares for LP Units—Primary Exchange Rights—Adjustments to Reflect Certain Capital Events.” The acquisition by the Partnership of all the outstanding Exchangeable Shares will occur on the day prior to the effective date of the liquidation, dissolution or winding up of BIPC.	The Partnership will be dissolved upon the withdrawal of the Partnership’s general partner as the general partner of the Partnership (unless a successor entity becomes the general partner pursuant to the Partnership’s limited partnership agreement) or the date on which any court of competent jurisdiction enters a decree of judicial dissolution of the partnership or an order to wind-up or liquidate the Partnership’s general partner without the appointment of a successor in compliance with the Partnership’s limited partnership agreement. The Partnership will be reconstituted and continue without dissolution if within 30 days of the date of dissolution (and provided a notice of dissolution has not been filed with the Bermuda Monetary Authority), a successor general partner executes a transfer deed pursuant to which the new general partner assumes the rights and undertakes the obligations of the general partner, but only if the Partnership receives an opinion of counsel that the admission of the new general partner will not result in the loss of limited liability of any limited partner. Upon the Partnership’s dissolution, unless the Partnership is continued as a new limited partnership, the liquidator authorized to wind-up the Partnership’s affairs will, acting with all of the powers of the Partnership’s general partner that the liquidator deems necessary or appropriate in its judgment, liquidate the Partnership’s assets and apply the proceeds of the liquidation first, to discharge the Partnership’s liabilities as provided in its limited partnership agreement and by law, then to the preferred units up to the amount of the liquidation entitlement of the preferred units, and thereafter to the partners pro rata according to the percentages of their respective partnership interests as of a record date selected by the liquidator. The liquidator may defer liquidation of the Partnership’s assets for a reasonable period of time or distribute assets to partners in kind if it determines that an immediate sale or distribution of all or some of the Partnership’s assets would be impractical or would cause undue loss to the partners.

Conversion	At any time after the distribution date, the Partnership, or any of its controlled subsidiaries, will be entitled to convert any Exchangeable Shares held to a class C share on a one-for-one basis.	N/A


	EXCHANGEABLE SHARES	LP UNITS

Fiduciary Duties	The directors of BIPC have three principal responsibilities under the BCBCA and BIPC’s articles, being (i) the duty to manage, (ii) the fiduciary duty, which is to act honestly and in good faith with a view to the best interests of BIPC, and (iii) the duty of care, which is to exercise the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances.	A general partner is required to act in good faith and in a manner which it reasonably believes to be in the best interests of a partnership. The partnership’s limited partnership agreement contains various express provisions that modify, waive and/or limit the fiduciary duties that might otherwise be owed to the partnership and the limited partners. These modifications inter alia restrict the remedies available for actions that might otherwise constitute a breach of fiduciary duty and permit the general partner of the partnership to take into account the interests of third parties, including Brookfield, when resolving conflicts of interest.

Protection of Shareholders	Under the BCBCA, pursuant to the oppression remedy, any holder of Exchangeable Shares may apply to court for an order where the affairs of BIPC are being or have been conducted, or that the powers of the directors are being or have been exercised, in a manner that is oppressive to one or more shareholders, or where there has been some act of BIPC that is unfairly prejudicial to one or more of the shareholders. Under the BCBCA, pursuant to the derivative action remedy, a shareholder (including a beneficial shareholder) may bring an action in the name of and on behalf of BIPC to enforce a right, duty or obligation owed to BIPC that could be enforced by BIPC itself or to obtain damages for any such breach of right, duty or obligation.	There is no oppression remedy or derivative action remedy available under the Bermuda Limited Partnership Act 1883 and the Bermuda Exempted Partnerships Act 1992. Furthermore, the partnership’s limited partnership agreement also stipulates that unless otherwise determined by the general partner of the partnership, a Person (as defined in the limited partnership agreement) shall not have pre-emptive, preferential or other similar rights in respect to the issuance of a LP Unit.

Takeover Bids, Issuer Bids and Tender Offers	The Exchangeable Shares are not LP Units and will not be treated as LP Units for purposes of the application of applicable Canadian or U.S. rules relating to takeover bids, issuer bids and tender offers. As a result, holders of Exchangeable Shares will not be entitled to participate in an offer or bid made to acquire units unless such offer has been extended to holders of Exchangeable Shares.	The LP Units are not Exchangeable Shares and will not be treated as Exchangeable Shares for purposes of the application of applicable Canadian or U.S. rules relating to takeover bids, issuer bids and tender offers. As a result, holders of LP Units will not be entitled to participate in an offer or bid made to acquire the Exchangeable Shares unless such offer has been extended to holders of LP Units.


Selling Unitholder	LP Units Beneficially Owned		Percentage of LP Units Outstanding			Maximum Number of LP Units That May Be Delivered upon Exchange of Exchangeable Shares		Percentage after Maximum Number of LP Units are Delivered upon Exchange
Brookfield Asset Management Inc.⁽¹⁾		122,202,637		29.4	%		46,500,000		18.2	%⁽²⁾


SEC registration fee	$	313,487.13
Trustee and transfer agent fees	$	20,000.00
Legal fees and expenses	$	30,000.00
Accounting fees and expenses	$	15,000.00

Total	$	378,487.13


EXHIBIT NUMBER		DESCRIPTION

3.1*		Certificate of registration of Brookfield Infrastructure Partners L.P., registered as of May 29, 2007-incorporated by reference to Exhibit 1.1 to the Partnership’s Registration Statement on Form 20-F filed July 31, 2007

3.2*		Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure Partners L.P., dated February 16, 2018-incorporated by reference to Exhibit 99.1 to the Partnership’s Form 6-K filed February 16, 2018

3.3*		First Amendment to the Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure Partners L.P., dated September 12, 2018-incorporated by reference to Exhibit 99.1 to the Partnership’s Form 6-K filed September 12, 2018

3.4*		Second Amendment to the Amended and Restated Limited Partnership Agreement of Brookfield Infrastructure Partners L.P., dated February 27, 2020-incorporated by reference to Exhibit 99.1 to the Partnership’s Form 6-K filed February 27, 2020

4.1+		Form of Articles of Incorporation of Brookfield Infrastructure Corporation

4.2*		Form of Rights Agreement, by and between Brookfield Asset Management Inc. and Wilmington Trust, National Association

4.3*		Form of Registration Rights Agreement by and between Brookfield Infrastructure Corporation, Brookfield Infrastructure Partners L.P., and Brookfield Asset Management Inc.-incorporated by reference to Exhibit 10.23 to the Form F-1/A of the Partnership and BIPC filed on December 20, 2019

5.1+		Opinion of Appleby (Bermuda) Limited

23.1+		Consent of Deloitte LLP

23.2+		Consent of Appleby (Bermuda) Limited (included in the opinion filed as Exhibit 5.1 hereto)

24.1*		Power of Attorney (included in the signature page to this Form F-3)

99.1*		Form of Notice of Exchange


BROOKFIELD INFRASTRUCTURE PARTNERS L.P., by its general partner, BROOKFIELD INFRASTRUCTURE PARTNERS LIMITED

By:	/s/ Jane Sheere
	Name:	Jane Sheere
	Title:	Secretary


Signature		Title

* Samuel Pollock		Chief Executive Officer of Brookfield Infrastructure Group L.P. (Principal Executive Officer)

* Bahir Manios		Chief Financial Officer of Brookfield Infrastructure Group L.P. (Principal Financial and Accounting Officer)

* Anne Schaumburg		Chair of the Board, Director

* Jeffrey Blidner		Director

* William Cox		Director

* John Fees		Director

Roslyn Kelly		Director

* Derek Pannell		Director

* Daniel Muñiz Quintanilla		Director

* Rajeev Vasudeva		Director


BROOKFIELD INFRASTRUCTURE US HOLDINGS I CORPORATION

By:	/s/ Ralph Klatzkin
	Name:	Ralph Klatzkin
	Title:	President


PART 1 INTERPRETATION			1
PART 2 SHARES AND SHARE CERTIFICATES			16
PART 3 ISSUE OF SHARES			17
PART 4 SHARE REGISTERS			18
PART 5 SHARE TRANSFERS			19
PART 6 TRANSMISSION OF SHARES			20
PART 7 PURCHASE, REDEEM OR OTHERWISE ACQUIRE SHARES			21
PART 8 BORROWING POWERS			21
PART 9 ALTERATIONS			22
PART 10 MEETINGS OF SHAREHOLDERS			23
PART 11 PROCEEDINGS AT MEETINGS OF SHAREHOLDERS			25
PART 12 VOTES OF SHAREHOLDERS			30
PART 13 DIRECTORS			34
PART 14 ELECTION AND REMOVAL OF DIRECTORS			36
PART 15 POWERS AND DUTIES OF DIRECTORS			42
PART 16 INTERESTS OF DIRECTORS AND OFFICERS			43
PART 17 PROCEEDINGS OF DIRECTORS			44
PART 18 EXECUTIVE AND OTHER COMMITTEES			47
PART 19 OFFICERS			49
PART 20 INDEMNIFICATION			49
PART 21 DIVIDENDS			51
PART 22 ACCOUNTING RECORDS AND AUDITOR			53
PART 23 NOTICES			54
PART 24 PROHIBITIONS			56
PART 25 SPECIAL RIGHTS AND RESTRICTIONS CLASS A EXCHANGEABLE SUBORDINATE VOTING SHARES			57
PART 26 SPECIAL RIGHTS AND RESTRICTIONS CLASS B MULTIPLE VOTING SHARES			66
PART 27 SPECIAL RIGHTS AND RESTRICTIONS CLASS C NON-VOTING SHARES			69
PART 28 SPECIAL RIGHTS AND RESTRICTIONS CLASS A SENIOR PREFERRED SHARES			72
PART 29 SPECIAL RIGHTS AND RESTRICTIONS CLASS B JUNIOR PREFERRED SHARES			73


Full name and signature of Incorporator		Date of signing

Per: ____________________________________________ Authorized Signatory		_____________, 20____


Date:


Name of Person in Whose Name Payment is to be Delivered (please print)


Street Address or P.O. Box


City, Province and Postal Code


Signature of Tendering Class A Shareholder


		Page
Section 1.	Certain Definitions		2
Section 2.	Appointment of Rights Agent		5
Section 3.	Secondary Exchange Rights		5
Section 4.	Satisfaction of Secondary Exchange Rights		6
Section 5.	Exercise of Rights		9
Section 6.	Confirmation Procedures		9
Section 7.	BIP Units Record Date		11
Section 8.	Collateral Account		11
Section 9.	Registration of BIP Unit Resales		14
Section 10.	Concerning BAM		14
Section 11.	Rights of Action		16
Section 12.	Concerning the Rights Agent		16
Section 13.	Merger or Consolidation or Change of Name of Rights Agent		17
Section 14.	Duties of Rights Agent		17
Section 15.	Change of Rights Agent		20
Section 16.	Notices		21
Section 17.	Supplements and Amendments		22
Section 18.	Successors		22
Section 19.	Benefits of this Agreement		22
Section 20.	Severability		22
Section 21.	Governing Law; Forum Selection		23
Section 22.	Counterparts		23
Section 23.	Descriptive Headings		23
Section 24.	Administration; Termination		23
Section 25.	No Waiver; Cumulative Rights		24
Section 26.	Fractional Units		24
Section 27.	Book Entry		24


Brookfield Asset Management Inc.

By:
		Name:
		Title:

Wilmington Trust, National Association as Rights Agent

By:
		Name:
		Title:


Initial Acceptance Fee (one time, payable in advance on the Effective Date) account opening, document negotiation, KYC solicitation, client onboarding		$15,000
Administration Fee (payable annually, in advance on the Effective Date and each anniversary thereof) establishment of books and records, account maintenance, coordination with all professionals including legal, tax, BIP, BAM, DTC, etc.		$70,000
Custody Fee (charged quarterly in arrears based on average daily market value of assets in account) *custody fee waived if funds held in cash, money market funds, BIP Units or BIP Unit Convertible		1.0 basis points*
Contingent Fee (billed only as required if the Rights Agent is required to process an exchange as contemplated by the Agreement) Fee inclusive of administrative effort and all wire charges or free delivery of shares through DTC		$300/exchange/Exchanging Class A Shareholder


BROOKFIELD INFRASTRUCTURE CORPORATION, a British Columbia corporation

By:
Name:
Title:


	Brookfield Infrastructure Partners L.P. 73 Front Street Hamilton Bermuda HM 11	Email akuzmaapplebyglobal.com Direct Dial +1 441 298 3222

		Appleby Ref 446547.0002

		By Email and Courier 10 March 2020



Bermuda Office Appleby (Bermuda) Limited Canon’s Court 22 Victoria Street PO Box HM 1179 Hamilton HM EX Bermuda Tel +1 441 295 2244 Fax +1 441 292 8666 applebyglobal.com	Ladies and Gentlemen Brookfield Infrastructure Partners L.P. We have acted as legal advisers as to matters of Bermuda law to Brookfield Infrastructure Partners L.P., an exempted limited partnership organized under the laws of the Islands of Bermuda (Partnership). We have been requested to render this opinion in connection with the filing by the Partnership of: 1. a shelf registration statement on Form F-3 dated as of 20 December 2019 (as may be amended, the Registration Statement) filed with the Securities and Exchange Commission (SEC) pursuant to the U.S. Securities Act of 1933, as amended (Securities Act), relating to the issuance by the Partnership or the delivery by the selling unitholder named therein from time to time of the Partnership’s limited partnership units (Units), in each case, in connection with the exchange, redemption or purchase, as applicable, from time to time of class A subordinate voting shares (Class A Shares) of Brookfield Infrastructure Corporation; and 2. the prospectus, dated as of 20 December 2019, contained in the Registration Statement (as may be amended, the Prospectus). For the purposes of this opinion we have examined and relied upon the documents listed (which in some cases, are also defined) in the Schedule to this opinion (Documents). ASSUMPTIONS In stating our opinion we have assumed: 1. the authenticity, accuracy and completeness of all Documents submitted to us as originals and the conformity to authentic original Documents of all Documents submitted to us as certified, conformed, notarised or photostatic copies;
Appleby (Bermuda) Limited (the Legal Practice) is a limited liability company incorporated in Bermuda and approved and recognised under the Bermuda Bar (Professional Companies) Rules 2009. “Partner” is a title referring to a director, shareholder or an employee of the Legal Practice. A list of such persons can be obtained from your relationship partner.	Bermuda ∎ British Virgin Islands ∎ Cayman Islands ∎ Guernsey ∎ Hong Kong ∎ Isle of Man ∎ Jersey ∎ London ∎ Mauritius ∎ Seychelles ∎ Shanghai ∎ Zurich