Macquarie Infrastructure : Proxy Statement - Special Meeting of Shareholders - 21 September 2021

PROPOSED TRANSACTION AND MERGER - YOUR VOTE IS VERY IMPORTANT

Dear Macquarie Infrastructure Corporation Shareholder:

On behalf of the board of directors of Macquarie Infrastructure Corporation ("MIC" or "Company"), you are cordially invited to attend a special meeting of our shareholders to be held on September 21, 2021 at 10:00 am, Eastern time, in virtual format. Please see the accompanying proxy statement for information on attending the special meeting. The special meeting will be a "virtual meeting" of shareholders, meaning that you may participate solely "by means of remote communication." Enclosed you will find the notice of special meeting, proxy statement and proxy card.

At the special meeting, you will be asked to separately vote on two transactions that represent the culmination of our strategic alternatives process. As described in more detail in this proxy statement, the proceeds to shareholders from the two proposed transactions are expected to be approximately $41.18 per share, which when combined with the $11.00 per share special dividend from the sale of our International- Matex Tank Terminals business represents a 35% premium to the 60 day volume weighted average price per share prior to the announcement of MIC's intention to pursue strategic alternatives on October 31, 2019.

On June 7, 2021, MIC and its subsidiaries, Macquarie Infrastructure Holdings, LLC ("MIH") and, solely for purposes of specified provisions, MIC Hawaii Holdings, LLC ("MIC Hawaii"), entered into a stock purchase agreement (the "AA transaction agreement") with KKR Apple Bidco, LLC ("AA Purchaser"), a Delaware limited liability company controlled by funds affiliated with Kohlberg Kravis Roberts & Co. L.P. ("KKR"). The AA transaction agreement provides that AA Purchaser will acquire from MIH, following the previously approved reorganization (as defined below), all outstanding shares of common stock of MIC which, following the previously approved reorganization, will hold MIC's Atlantic Aviation business ("AA business") for $4.475 billion, including cash and the assumption of debt and other transaction and reorganization related obligations (the "AA transaction"). MIH expects to receive $3.525 billion at the closing of the AA transaction.

On June 14, 2021, MIC entered into an agreement and plan of merger (the "MH merger agreement"), with MIH, AMF Hawaii Holdings, LLC ("AMF Parent"), a Delaware limited liability company affiliated with Argo Infrastructure Partners, LP ("Argo"), and AMF Hawaii Merger Sub, LLC ("AMF Merger Sub"), a recently formed Delaware limited liability company and direct wholly-owned subsidiary of AMF Parent. The MH merger agreement provides that AMF Merger Sub will be merged with and into MIH, with MIH surviving as a wholly-owned subsidiary of AMF Parent (the "MH merger" and, collectively with the AA transaction, the "Transactions"). Following the previously approved reorganization and the AA transaction, MIH will hold the Company's MIC Hawaii business. If we complete the MH merger, each of the MIH common units (excluding common units held by AMF Parent or AMF Merger Sub or common units held by MIH in treasury and common units held by any subsidiary of MIH or AMF Parent (other than AMF Merger Sub)), will be converted into the right to receive $3.83 in cash, without interest; or, if the MH merger is consummated after July 1, 2022, then each such unit will be converted into the right to receive $4.11 in cash, without interest.

After careful consideration, the board of directors of MIC has unanimously determined that the AA transaction agreement and the AA transaction as well as the MH merger agreement and the MH merger, on the terms and conditions described herein, are advisable and in the best interests of MIC and its shareholders, and has unanimously approved the AA transaction and the MH merger. The board of directors of MIC unanimously recommends that you vote FOR the approval of the AA transaction agreement (the "AA transaction proposal"), FOR the approval of the MH merger agreement (the "MH merger proposal") and FOR the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the AA transaction proposal and/or the MH merger proposal (the "adjournment proposal").

The AA transaction is not conditioned on the approval of the MH merger proposal or the completion of the MH merger. If the AA transaction agreement is approved by the shareholders, then, subject to the satisfaction or waiver of the other conditions thereto described in the accompanying proxy statement, the AA transaction will be completed. The completion of the MH merger is conditioned on the completion of the

1. transaction, among the other conditions thereto described in the accompanying proxy statement, and therefore, both proposals must be approved for the MH merger to be completed.

The Company is required to complete a reorganization in connection with and prior to the consummation of the AA transaction. On May 6, 2021, MIC's shareholders approved a proposal to adopt the agreement and plan of merger, dated as of March 30, 2021 (as amended from time to time, the "reorg merger agreement"), by and among MIC, MIH and Plum Merger Sub, Inc. ("Plum Merger Sub"), a wholly- owned subsidiary of MIH, providing for the merger of Plum Merger Sub with and into MIC (the "reorg merger"), resulting in MIC becoming a wholly-owned subsidiary of MIH. Upon the effectiveness of the reorg merger, MIC common stock will be converted into MIH common units and stock certificates representing MIC common stock immediately prior to the reorg merger will be deemed to represent MIH common units without an exchange of certificates. Following the reorg merger, a direct subsidiary of MIC will distribute all of the limited liability company interests of MIC Hawaii to MIC and MIC will in turn distribute all of the limited liability company interests of MIC Hawaii to MIH (such distributions, the "Hawaii distribution" and together with the reorg merger, the "reorganization"). Upon completion of the reorganization, MIH will directly own (i) MIC, which will own the AA business, and (ii) MIC Hawaii. MIC intends to complete the reorganization promptly after the special meeting, if the AA transaction proposal is approved, and complete the AA transaction within two business days after the reorganization is completed (subject to the satisfaction or waiver of all other conditions contained in the AA transaction agreement).

Only holders of record of MIC common stock at the close of business on August 23, 2021, are entitled to notice of, and to vote at, the special meeting or any adjournments or postponements thereof. Your vote is very important. MIC will not consummate the AA transaction unless, among other things, the holders of at least a majority of the voting power of MIC common stock issued and outstanding and entitled to vote thereon approve the AA transaction proposal. Further, MIC will not consummate the MH merger unless, among other things, the holders of at least a majority of the voting power of MIC common stock issued and outstanding and entitled to vote thereon approve the MH merger proposal. MIC will hold a special meeting of shareholders (the "special meeting") to vote on the approval of the AA transaction proposal, the MH merger proposal and the adjournment proposal. The special meeting will be held at the date and time set forth below unless adjourned or postponed. Regardless of whether you plan to attend the special meeting, please take the time to submit your proxy by telephone or the internet or by completing and mailing the enclosed proxy card. If you hold your shares through an account with a broker, bank, trust or other nominee, please follow the instructions you receive from them to vote your shares.

The board of directors of MIC unanimously recommends that you vote FOR the AA transaction proposal, FOR the MH merger proposal and FOR the adjournment proposal.

Before submitting your proxy or casting your vote, please take the time to review carefully the accompanying proxy statement, including the section entitled "Risk Factors" beginning on page 33 for a discussion of the risks relating to the AA transaction and the MH merger.

On behalf of the board of directors and senior management of MIC, we extend our appreciation for your participation and interest in MIC.

Sincerely,

Norman H. Brown, Jr.

Martin StanleyLead Independent Director

Chairman of the Board of Directors

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these proposals or has passed upon the merits or fairness of the Transactions contemplated thereby, or has passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

MIC is not an authorized deposit-taking institution for the purposes of the Banking Act 1959 (Commonwealth of Australia) and its obligations do not represent deposits or other liabilities of Macquarie Bank Limited ABN 46 008 583 542 ("MBL"). MBL does not guarantee or otherwise provide assurance in respect of the obligations of MIC.

The accompanying proxy statement is dated August 23, 2021, and is first being mailed to MIC's shareholders on or about August 23, 2021.

MACQUARIE INFRASTRUCTURE CORPORATION

August 23, 2021

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To Be Held on September 21, 2021

To the Shareholders of Macquarie Infrastructure Corporation:

You are cordially invited to attend the special meeting of shareholders of Macquarie Infrastructure Corporation ("MIC" or "Company" and, such meeting, the "special meeting"), to be held on September 21,

2021 at 10:00 a.m., Eastern time, in virtual format, to consider and vote upon the following matters:

1. A proposal to approve the stock purchase agreement, dated as of June 7, 2021 (as it may be amended from time to time, the "AA transaction agreement"), by and among MIC, Macquarie Infrastructure Holdings, LLC ("MIH"), a Delaware limited liability company and a wholly-owned subsidiary of MIC, MIC Hawaii Holdings, LLC, solely for purposes of specified provisions, ("MIC Hawaii"), an indirect, wholly-owned subsidiary of MIC, and KKR Apple Bidco, LLC ("AA Purchaser"), a Delaware limited liability company controlled by funds affiliated with Kohlberg Kravis Roberts & Co. L.P. ("KKR") providing for the AA Purchaser to acquire all outstanding shares of common stock of MIC which, following the previously approved reorganization described in the accompanying proxy statement (which will result in MIC becoming a wholly-owned subsidiary of MIH), will hold MIC's Atlantic Aviation business ("AA business" and, such acquisition, the "AA transaction"). This proposal is referred to as the "AA transaction proposal".
2. A proposal to approve the agreement and plan of merger, dated as of June 14, 2021 (as it may be amended from time to time, the "MH merger agreement"), by and among MIC, MIH, AMF Hawaii Holdings, LLC ("AMF Parent"), a Delaware limited liability company affiliated with Argo Infrastructure Partners, LP ("Argo") and AMF Hawaii Merger Sub LLC ("AMF Merger Sub"), a recently formed Delaware limited liability company and direct wholly owned subsidiary of AMF Parent, providing for AMF Merger Sub to be merged with and into MIH, with MIH surviving as a wholly-owned subsidiary of AMF Parent (the "MH merger"). Following the previously approved reorganization, which will include a distribution of MIC Hawaii to MIH, and the AA transaction, MIH will hold the Company's MIC Hawaii business. This proposal is referred to as the "MH merger proposal".
3. A proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the AA transaction proposal and/or the MH merger proposal (the "adjournment proposal").

The AA transaction is not conditioned on the approval of the MH merger proposal or the completion of the MH merger. If the AA transaction agreement is approved by the shareholders, then, subject to the satisfaction or waiver of the other conditions thereto described in the accompanying proxy statement, the AA transaction will be completed whether or not the MH merger proposal is approved. The completion of the MH merger is conditioned on the completion of the AA transaction, among the other conditions thereto described in the accompanying proxy statement, and therefore, the AA transaction proposal and the MH merger proposal must be approved and the AA transaction must be consummated in order for the MH merger to be completed. The foregoing matters are more fully described in the accompanying proxy statement.

The board of directors of MIC unanimously recommends that you vote FOR the AA transaction proposal, FOR the MH merger proposal and FOR the adjournment proposal.

The record date for the special meeting is August 23, 2021 (the "record date"). Only shareholders of record at the close of business on August 23, 2021 are entitled to notice of, and to vote at, the special meeting and any subsequent adjournments or postponements thereof, provided, however, that if such adjourned or postponed meeting takes place more than 60 days from the record date, a new record date will be set. All shareholders of record as of the record date are cordially invited to attend the special meeting online. The special meeting will be a "virtual meeting" of shareholders, meaning that you may participate solely "by means of remote communication." Each shareholder of record who owns common stock of MIC (the

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