Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this press release may constitute forward-looking statements. Actual results could differ materially from those projected or
forecast in the forward-looking statements. The factors that could cause actual results to differ materially include the following: risks related to the satisfaction or waiver of the conditions to closing the proposed acquisition (including the
failure to obtain necessary regulatory approvals and failure to obtain the requisite vote by the shareholders of Triton International Limited (Triton)) in the anticipated timeframe or at all, including the possibility that the proposed
acquisition does not close; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement, including in circumstances requiring Triton to pay a termination fee; the possibility
that competing offers may be made; risks related to the ability to realize the anticipated benefits of the proposed acquisition, including the possibility that the expected benefits from the acquisition will not be realized or will not be realized
within the expected time period; disruption from the transaction making it more difficult to maintain business and operational relationships; continued availability of capital and financing and rating agency actions; disruptions in the financial
markets; certain restrictions during the pendency of the transaction that may impact Tritons ability to pursue certain business opportunities or strategic transactions; risks related to diverting managements attention from Tritons
ongoing business operation; negative effects of this announcement or the consummation of the proposed acquisition on the market price of Tritons common shares or the Class A exchangeable subordinate voting shares (BIPC Shares)
of Brookfield Infrastructure Corporation (BIPC) and/or operating results; significant transaction costs; unknown liabilities; the risk of litigation and/or regulatory actions related to the proposed acquisition, other business effects
and uncertainties, including the effects of industry, market, business, economic, political or regulatory conditions; decreases in the demand for leased containers; decreases in market leasing rates for containers; difficulties in re-leasing containers after their initial fixed-term leases; customers decisions to buy rather than lease containers; increases in the cost of repairing and storing Tritons
off-hire containers; Tritons dependence on a limited number of customers and suppliers; customer defaults; decreases in the selling prices of used containers; the impact of
COVID-19 or future global pandemics on Tritons business and financial results; risks resulting from the political and economic policies of the United States and other countries, particularly China,
including but not limited to, the impact of trade wars, duties, tariffs or geo-political conflict; risks stemming from the international nature of Tritons business, including global and regional economic
conditions, including inflation and attempts to control inflation, and geopolitical risks such as the ongoing war in Ukraine; extensive competition in the container leasing industry and developments thereto; decreases in demand for international
trade; disruption to Tritons operations from failures of, or attacks on, Tritons information technology systems; disruption to Tritons operations as a result of natural disasters; compliance with laws and regulations related to
economic and trade sanctions, security, anti-terrorism, environmental protection and anti-corruption; the availability and cost of capital; restrictions imposed by the terms of Tritons debt agreements; and changes in tax laws in Bermuda, the
United States and other countries.
You should carefully consider the foregoing factors and the other risks and uncertainties that affect Tritons
business described in the Risk Factors and Cautionary Note Regarding Forward-Looking Statements sections of its Annual Report on Form 10-K and other documents filed from time to time
with the U.S. Securities and Exchange Commission (the SEC), and BIPCs business described in the Risk Factors and Forward-Looking Statements sections of its Annual Report on Form 20-F, all of which are available at www.sec.gov. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Triton and BIPC assume no obligation to, and do not intend to, update
or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law. Triton and BIPC do not give any assurance that it will achieve its expectations.
Additional Information and Where to Find It
In
connection with the proposed transaction, BIPC intends to file a registration statement on Form F-4 with the SEC that will include a proxy statement for a special meeting of Tritons shareholders to
approve the proposed transaction and that will also constitute a prospectus for the BIPC Shares that will be issued in the proposed transaction. Each of BIPC and Triton may also file other relevant documents with the SEC and, in the case of BIPC,
with the applicable Canadian securities regulatory authorities, regarding the proposed acquisition. This communication is not a substitute for the registration statements, the proxy statement/prospectus (if and when available) or any other document
that