NextEnergy Solar Fund : AGM Notice 2023

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you are recommended immediately to seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or other appropriately qualified independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are in a country outside the United Kingdom, another appropriately authorised independent financial adviser.

If you were a Shareholder and have sold or otherwise transferred all your Ordinary Shares, please send this document as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.

NEXTENERGY SOLAR FUND LIMITED

(Incorporated in Guernsey under The Companies (Guernsey) Law, 2008,

as amended, with registered no. 57739)

NOTICE OF THE 2023 ANNUAL GENERAL MEETING

This document should be read as a whole. Your attention is drawn to the letter from your Chairman which is set out in Part 1 of this document and which recommends that you vote in favour of each of the resolutions to be proposed at the annual general meeting of the Company, which will be held at Floor 2, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 4LY, on 16 August 2023 commencing at 12:00 noon. The notice convening the AGM is set out in Part 3 of this document.

You should ensure that your Proxy Appointment (and any relevant supporting documents) are returned to the Company's registrars, Link Group, by one of the following means:

1. by logging on to www.signalshares.comand following the instructions; or
2. by requesting a hard copy form of proxy directly from Link Group as outlined in note 5 of the AGM Notice and submitting a hard copy form of proxy by post, by courier or by hand to PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL; or
3. in the case of CREST members, by utilising the CREST electronic proxy appointment service (details of which are contained in this document) to Link Group.

In each case, the Proxy Appointment must be received by Link Group as soon as possible and, in any event, not later than 12:00 noon on 14 August 2023 or, if the meeting is adjourned, 48 hours (excluding days that are not business days) before the time of the adjourned meeting. The Company is a closed-ended collective investment scheme registered pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 2020 and the Registered Collective Investment Scheme Rules and Guidance, 2021. The Guernsey Financial Services Commission takes no responsibility for the financial soundness of the Company or for the correctness of any of the statements made or opinions expressed with regard to it in this document.

CONTENTS

		Page
EXPECTED TIMETABLE	2
PART 1	LETTER FROM THE CHAIRMAN	3
PART 2	DEFINITIONS AND GLOSSARY	7
PART 3	NOTICE OF ANNUAL GENERAL MEETING	8

EXPECTED TIMETABLE

	2023
Latest time and date for receipt of Proxy Appointments	12:00 noon on 14 August
AGM	12:00 noon on 16 August
Notes:
All times referred to in this document are references to Guernsey time.

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PART 1

LETTER FROM THE CHAIRMAN

NextEnergy Solar Fund Limited

(Incorporated in Guernsey under The Companies (Guernsey) Law, 2008, as amended, with registered no. 57739)

Directors	Registered Office
Kevin Lyon (Chair)	PO Box 286,
Helen Mahy	Floor 2
Patrick Firth	Trafalgar Court
Vic Holmes	Les Banques
Joanne Peacegood	St Peter Port
Josephine Bush	Guernsey
	GY2 4LY

20 July 2023

To Ordinary Shareholders and, for information only, Preference Shareholders Dear Shareholder

Introduction

The ninth annual general meeting of the Company will be held at 12:00 noon on 16 August 2023. A number of resolutions are being proposed in relation to the ordinary administrative business of the Company. Full details of the resolutions to be proposed are set out in the AGM Notice in Part 3 of this document and explanatory notes to the resolutions are set out in this Part 1 under the heading "Explanatory Notes to the Resolutions to be Proposed at the AGM".

Explanatory Notes to the Resolutions to be proposed at the AGM

Resolution 1 - Receipt and Consideration of the 2023 Annual Report

Resolution 1 asks Shareholders to receive the 2023 Annual Report, together with the reports of the Directors and Auditor contained therein.

Resolution 2 - Approval of the Directors' Remuneration Report

Resolution 2 asks Shareholders to approve the Directors' remuneration report for the year ended 31 March 2023 (which is included in the 2023 Annual Report and includes details regarding the current remuneration of the directors).

Resolution 3 - Approval of Dividend Policy

The Company's current policy is to make all of its dividend payments (four per annum) as interim dividends. This enables the fourth dividend payment to be made approximately two months earlier than would be the case if that dividend were categorised as a final dividend and therefore had to wait for Shareholder approval at the AGM. This arrangement is made in the interests of Shareholders, enabling them to benefit from the earlier receipt of the fourth dividend.

In accordance with the principles of good corporate governance, as there is no resolution to approve a dividend at the AGM, resolution 3 seeks Shareholder approval for a continuation of the current dividend policy.

Resolutions 4 to 8 - Re-election and Election of Directors

In line with the 2019 AIC Code of Corporate Governance, Patrick Firth, Vic Holmes, Josephine Bush and Jo Peacegood are offering themselves for re-election. The newly elected director Helen Mahy is also offering herself for election.

The Remuneration and Nomination Committee is responsible for reviewing the succession plans for the Board. Kevin Lyon, Vic Holmes and Patrick Firth are the longest standing Directors, having been appointed at the time of the Company's IPO in 2014. Whilst the Board does not consider that

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length of service in itself necessarily undermines a Director's independence, Kevin Lyon will not be standing for re-election at the 2023 AGM for the reasons previously stated in the announcement released to the market on 30 November 2022. It is his intention to retire from the Board at the conclusion of the AGM on 16 August 2023.

The Board conducted a performance evaluation as detailed in the 2023 Annual Report and, following conclusion of the performance evaluation, is of the opinion that the Directors proposed for re-election and election bring a significant range of business, financial and management skills and experience to the Company and have proven their ability to provide effective independent judgement on issues relating to the Company's strategy, performance, resources and conduct, and to fulfil their legal responsibilities as Directors. Accordingly, the Board has no hesitation in recommending to Shareholders that Patrick Firth, Vic Holmes, Jo Peacegood and Josephine Bush be re-elected and that Helen Mahy be elected as Directors of the Company, as proposed by resolutions 4 to 8.

Biographical details of the Directors are set out on pages 78 and 79 of the 2023 Annual Report. In making the recommendations, with regard to the re-election and election of the current Directors, the Board had regard to each Director's other time commitments, including other non-executive director roles, and is satisfied that each Director has the capacity to be engaged fully with the Company's business.

Resolutions 9 and 10 - Re-Appointment and Remuneration of Auditor

The Company is required to appoint an auditor at each general meeting at which the annual report is presented to Shareholders, and KPMG Channel Islands Limited has indicated its willingness to continue in office. Resolution 9 asks Shareholders to re-appoint KPMG Channel Islands Limited as auditor of the Company and resolution 10 asks Shareholders to authorise the Directors to set the auditor's remuneration.

Resolutions 11 - Scrip Dividend

The Company offers a scrip dividend alternative to Shareholders. Scrip dividends provide Shareholders with the flexibility to receive their quarterly dividend in cash or newly issued Ordinary Shares. In accordance with the Articles, the Company is required to seek the approval of Shareholders to continue to offer the scrip dividend alternative to Shareholders. The current authority was taken at the first annual general meeting of the Company and expires at the conclusion of this year's annual general meeting. Resolution 11 covers the period ending at the conclusion of the annual general meeting of the Company to be held in 2026.

Resolutions 12 and 13 - Waiver of Pre‐emption Rights for Issues of Ordinary Shares

Resolution 12 seeks a partial disapplication of the pre-emption rights contained in the Articles in order to allow the Company to issue new Ordinary Shares and/or sell Ordinary Shares out of treasury, at a premium to the prevailing NAV per Ordinary Share, without first offering them to existing Shareholders on a pro rata basis. This authority will expire at the conclusion of next year's annual general meeting, and it is presently intended that a resolution for the renewal of such authority will be proposed at each subsequent annual general meeting of the Company. If the resolution is passed, the number of Ordinary Shares which may be issued and allotted (or sold out of treasury) on a non-pre-emptive basis will be limited to the number of Ordinary Shares representing 10% of the Ordinary Shares in issue on the date on which resolution 12 is passed (this equates to 59,048,001 Ordinary Shares as at the Latest Practicable Date).

Resolution 13, which will only be proposed conditional on the passing of resolution 12, will provide the Directors with a further authority to issue and/or sell out of treasury on a non-pre-emptive basis up to a further 10% of the Ordinary Shares in issue on the date on which resolution 13 is passed without first offering them to existing Shareholders on a pro rata basis (this equates to 59,048,001 Ordinary Shares as at the Latest Practicable Date). This authority will also expire at the conclusion of next year's annual general meeting, and it is presently intended that a resolution for the renewal of such authority will be proposed at each subsequent annual general meeting of the Company.

If both resolution 12 and 13 are passed, the Directors will have authority to issue and/or sell out of treasury up to 20% (in aggregate) of the Company's issued Ordinary Share capital on a non-preemptive basis. If resolution 12 is passed and resolution 13 is not passed, Shareholders will only be granting the Directors the authority to issue and/or sell out of treasury up to 10% of the existing issued Ordinary Share capital of the Company on a non-pre-emptive basis.

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The purpose of these authorities is to allow the Company, if there are attractive opportunities for deploying the net proceeds, to issue (or sell) Ordinary Shares at a premium to the prevailing NAV per Ordinary Share when there is sufficient demand for the Ordinary Shares, and thereby to help to manage the premium at which the Ordinary Shares may trade relative to their underlying NAV. The proceeds of any such share issuance (or sales out of treasury) will be invested in accordance with the Company's investment policy and/or used to repay debt.

As at the Latest Practicable Date, the Company held no Ordinary Shares in treasury.

Resolution 14 - Authorisation for Share Buy-backs

Resolution 14 seeks Shareholder approval to renew the authority to purchase through the market up to 14.99% of the Ordinary Shares in issue (excluding treasury shares) on the date on which resolution 14 is passed (this equates to 88,512,954 Ordinary Shares as at the Latest Practicable Date) (the "Buy-back Authority").

The price (excluding expenses) paid for an Ordinary Share bought back pursuant to the Buy-back Authority will not be:

•

•

less than 1p; or

more than the higher of (i) 5% above the average of the middle market values of the Ordinary Shares for the five business days prior to the day the purchase is made and (ii) the higher of the price of the last independent trade and the highest current independent bid for any number of Ordinary Shares on the trading venue on which the purchase is carried out.

Any Ordinary Shares bought back under the Buy-back Authority may be held in treasury or cancelled.

The Buy-back Authority, if granted, will expire at the conclusion of next year's annual general meeting, and it is presently intended that a resolution for the renewal of such authority will be proposed at each subsequent annual general meeting of the Company.

The Buy-back Authority will only be exercised at the Directors' discretion and when the aggregate of the purchase price and expenses is less than the prevailing NAV per Ordinary Share. It is currently envisaged that Ordinary Shares acquired and held in treasury following any buy-back will be used to support liquidity in the Ordinary Shares.

Annual General Meeting (the "AGM")

The AGM will be held at Floor 2, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 4LY, on 16 August 2023 commencing at 12:00 noon. The notice convening the AGM is contained in Part 3 of this document and sets out in full the business to be transacted at the AGM.

Resolutions 1 to 11 will be proposed as ordinary resolutions. This means that, for each of those resolutions to be passed, more than half of the votes cast must be in favour of the relevant resolution.

Resolutions 12 to 14 will be proposed as special resolutions, which means that, for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the relevant resolution.

Action to be Taken

You should ensure that your Proxy Appointment (and any relevant supporting documents) are returned to the Company's registrars, Link Group, by one of the following means:

1. by logging on to www.signalshares.com and following the instructions;
2. by requesting a hard copy form of proxy directly from Link Group as outlined in note 5 of the AGM Notice and submitting a hard copy form of proxy by post, by courier or by hand to PXS 1, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL; or
3. in the case of CREST members, by utilising the CREST electronic proxy appointment service (details of which are contained in this document) to Link Group.

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