RISK FACTORS
An investment in the Exchangeable LP Units, the BIPC Shares, including the BIPC Shares underlying the Exchangeable LP Units, the BIP Units
underlying the BIPC Shares and the acceptance of the Offer are subject to certain risks. In assessing the Offer, Shareholders should carefully consider the risks described in this Offer to Purchase and Circular. Such risks may not be the only risks
applicable to the Offer, the Offeror, Exchange LP, BIPC or BIP. Additional risks and uncertainties not presently known by the Offeror, Exchange LP, BIPC or BIP or that the Offeror, Exchange LP, BIPC or BIP currently believe are not material may also
materially and adversely impact the successful completion of the Offer or the business, operations, financial condition, financial performance, cash flows, reputation or prospects of each of the Offeror, BIPC or BIP, respectively. See
Section 25 of the Original Offer to Purchase and Circular, Risk Factors and Section 8 of the First Notice of Variation, Change and Extension, Exchange LP Risk Factors.
FORWARD-LOOKING INFORMATION
Certain statements contained in Sections 1, 2, 3, 4 and 5 of this Fourth Notice of Variation and Change, in addition to certain statements
contained elsewhere in this document contain forward-looking information and are prospective in nature. Forward-looking information is not based on historical facts, but rather on current expectations and projections about future events,
and is therefore subject to risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking information. Often, but not always, forward-looking information can be
identified by the use of forward-looking words such as believes, plans, expects, intends and anticipates, or variations of such words and phrases or statements that certain actions, events
or results may, could, should, would, might or will be taken, occur or be achieved. Forward- looking information contained in this Fourth Notice of Variation and Change
includes, but is not limited to, statements relating to the following items: the revised terms of the Offer and expectations relating to the Offer; statements regarding IPLs transaction with Pembina; statements regarding the Brookfield
Alternative Proposal (defined below); statements regarding anticipated Pembina share price performance; statements regarding expectations relating to regulatory review; and statements regarding growth plans and opportunities for Brookfield
Infrastructure.
Although the Offeror believes that the expectations reflected by the forward-looking statements presented in this Fourth
Notice of Variation and Change are reasonable, the Offerors forward-looking statements have been based on assumptions and factors concerning future events that may prove to be inaccurate. Those assumptions and factors are based on information
currently available to the Offeror. Information used in developing forward-looking statements has been acquired from various sources, including third party consultants, suppliers and regulators, among others. The material assumptions used to develop
forward-looking statements include, but are not limited to: the remaining conditions of the Offer will be satisfied on a timely basis in accordance with their terms; the anticipated benefits of the Offer will materialize; IPLs public
disclosure is accurate and that IPL has not failed to disclose publicly or in the data room any material information respecting IPL, its business, operations, assets, material agreements, or otherwise; there will be no material changes to government
and environmental regulations adversely affecting the Offerors or IPLs operations; and the impact of the current economic climate and financial, political and industry conditions on the Offerors operations, including its financial
condition and asset value, will remain consistent with the Offerors current expectations. All figures and descriptions provided in this Fourth Notice of Variation and Change related to the Offer are based on and assume the following:
(a) the Offerors and IPLs respective liquidity, debt, credit ratings, debt costs and assets, will not change from what was the case on July 16, 2021, in the case of the Offeror, and from what the Offeror has ascertained from
IPLs public filings and in the data room up to and including July 16, 2021, in the case of IPL; (b) 429,219,175 Common Shares issued and outstanding immediately prior to the date of this Fourth Notice of Variation and Change;
(c) that all of the Common Shares are tendered to the Offer pursuant to the terms thereof; and (d) no other Common Shares or BIPC Shares are issued before the successful completion of the Offer. Assumptions have also been made with respect
to the timing of commissioning and start-up of the Offerors capital projects and future foreign exchange and interest rates. Although the Offeror believes that the assumptions made and the expectations
represented by such statements or information are reasonable, there can be no assurance that the forward-looking statements or information will prove to be accurate.
Because actual results or outcomes will differ, and could differ materially, from those expressed in any forward-looking statements,
Shareholders should not place undue reliance on any such forward-looking statements. By their nature, forward-looking statements and information are based on assumptions and involve known and unknown risks, uncertainties and other factors that may
cause the actual results, performance or achievements, or industry results, to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements and information. In particular, there are
certain risks related to the consummation of the Offer including, but not limited to, the risk of failure to satisfy the remaining conditions to the Offer and the risk that the anticipated benefits of the Offer may not be realized. In addition,
Shareholders are cautioned that the actual results of the Offeror following the successful completion of the Offer, may differ
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