Bluefield Solar Income Fund Limited

Proxy Solicitation & Information Statement • Nov 23, 2020

To be held at: Floor 2, Trafalgar Court, Les Banques, St Peter Port, Guernsey on Thursday, 17 December 2020 at 11.00 a.m.

If you wish to attend this meeting in your capacity as a holder of Ordinary Shares, please sign this card and on arrival hand it to the Company Secretary. This will facilitate entry to the meeting.

Name of person attending:

Signature of person attending:

Barcode:

FORM OF PROXY BLUEFIELD SOLAR INCOME FUND LIMITED (THE "COMPANY") - ANNUAL GENERAL MEETING

Floor 2, Trafalgar Court, Les Banques, St Peter Port, Guernsey Registered number: 56708

Name of Registered Shareholder	Barcode:
I/We hereby appoint the Chairman of the Meeting and/or a representative of Ocorian Administration (Guernsey) Limited or _____
to attend, speak and vote on my/our behalf at the Annual General Meeting of the Company to be held on Thursday, 17 December 2020 at 11.00 am or at any adjournment thereof.	Event code:
. . $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$ $\sim$	$\mathbf{r}$ . The contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of the contract of th

I request my/our proxy to vote in the manner indicated below by marking the appropriate boxes with an 'X'. If no indication is given, my/our proxy can vote or abstain from voting at his or her discretion and I/we authorise my/our proxy to vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Annual General Meeting:

Please tick here to indicate that this proxy appointment is one of multiple appointments being made (see note 3)

Please indicate the number of Ordinary Shares this proxy is appointed over (if less than your full voting entitlement)

	ORDINARY RESOLUTIONS Please mark 'X' to indicate how you wish to vote	Vote Withheld Against ē.		ORDINARY RESOLUTIONS Please mark 'X' to indicate how you wish to vote
1.	That the audited accounts, the Directors' report, and the Auditors' report for the year ended 30 June 2020 be received and adopted.		7.	That Meriel Lenfestey, who retires as a director of the Company in accordance with the Company's Corporate Governance Practices, be re-elected as a Director.
2.	That the Directors' remuneration for the year ended 30 June 2020 as provided in the Directors' report be approved.		8.	That KPMG Channel Islands Limited, who have indicated their willingness to continue in office, be re-elected as Auditors of the Company to hold office from the conclusion of this Annual General Meeting until the next Annual General Meeting. That the Directors be authorised to determine the remuneration of KPMG Channel Islands Limited as Auditors of the Company. That, in accordance with Article 35.4 of the Articles of Incorporation, the Board may, in respect of dividends declared for any financial period or periods of the Company ending prior to the Annual General Meeting of the Company to be held in 2021, offer the holders of the Ordinary Shares in the capital of the Company of no par value each (the "Ordinary Shares") the right to elect to receive further Ordinary Shares, credited as fully paid, in respect of all or any part of such dividend or
3.	That Paul Le Page, who retires as a director of the Company in accordance with the Company's Corporate Governance
4.	Practices, be re-elected as a Director. That John Rennocks, who retires as a director of the Company		9.
	in accordance with the Company's Corporate Governance Practices, be re-elected as a Director.		10.
5.	That John Scott, who retires as a director of the Company in accordance with the Company's Corporate Governance Practices, be re-elected as a Director.
6.	That Laurence McNairn, who retires as a director of the Company in accordance with the Company's Corporate Governance Practices, be re-elected as a Director.

ote Withheld gainst

dividends declared in respect of any such period or periods.

NOTES

• Only holders of Ordinary Shares, or their duly appointed representatives, are entitled to attend,
  speak and vote at the meeting provided that all calls due from him/her in respect of his/her Ordinary Shares have been paid. A member so entitled may appoint one or more proxies to attend, speak and vote instead of him. The proxy need not be a member of the Company but must attend the meeting to represent you.
• $\overline{2}$ You may appoint one or more proxies provided each proxy is appointed to exercise rights attached to different Ordinary Shares. You may not appoint more than one proxy to exercise
  rights attached to any one Ordinary Share. If you require any proxy, other than the Chairman of the Annual General Meeting, delete the words "the Chairman of Annual General Meeting
  of the Annual General Meeting, delete the words "the Chairman of Annual General Meeting
  or", add the name of the proxy you wish to app in the amember of the Company and is entitled to speak and vote on any other business
  which may properly come before the meeting. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of Ordinary Shares in relation to which he or she is authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting
  entitlement.
• Where multiple proxies have been appointed to exercise rights attached to different Ordinary
  Shares, on a show of hands those proxy holders taken together will collectively have the same $\overline{a}$ number of votes as the shareholder who appointed them would have on a show of hands if
  he were present at the meeting. On a poll, all or any of the rights of the shareholder may the exercised by one or more duly appointed proxies. To appoint more than one proxy
  (an) additional Form(s) of Proxy may be obtained by contacting Link Asset Services on 0371 664 0300 (calls are charged at the standard geographical rate and will vary by provider, lines are open 9:00 am to 5:30 pm Monday to Friday) or on +44 (0) 371 664 0300(if calling these are upen solved in 0 3.30 pm in olongly to friudly of the UK) 37 to the proxy
  from outside the UK), or you may copy this form. Please indicate in the box next to the proxy
  holder's name the number of Ordinary Shares

• To change your proxy instructions simply submit a new Form of Proxy using the methods set $\Delta$ out above

• The "Vote Withheld" option on the Form of Proxy is provided to enable you to abstain on any 5. particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" a resolution.

• A corporation must execute the Form of Proxy under its common seal or by the hand of a duly 6. authorised officer or attorney or any other person authorised to sign on its behalf
• In the case of joint holders, where more than one of the joint holders purports to appoint a $\overline{7}$ money, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the register of members in respect of the joint holding (the first-named being the most senior)
• 1. If this Form of Proxy is returned without any indication as to how the person appointed proxy shall vote, he/she will exercise his/her discretion as to how he/she votes or whe abstains from voting.
• To be effective, the instrument appointing a proxy (together with any power of attorney or
  other authority under which it is executed or a duly certified copy of such power) must be sent but a dational states between the state of the data and the state of the state of the state of the state of the
  11.00 a.m. on Tuesday 15 December 2020, or not less than 48 hours before (excluding
  11.00 a.m. on Tuesday 15 D The contract of the bright of the contract the contract of the case may be completion and return of a Form of Proxy will not preclude a member from attending, we Completion and return of a Form of Proxy will not preclude a speaking and voting in person at the meeting. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
• 1. In order to revoke a proxy instruction, you will need to inform the Company in writing and in accordance with the steps set out at note 4 to the notice of the Annual General Meeting, which accompanies this Form of Proxy.
• 1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Annual General Meeting to be held on
     26 November 2020 and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those
     CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

/ote Withheld

38383

ORDINARY RESOLUTIONS

Please mark 'X' to indicate how you wish to vote

• 1. That the first interim dividend of 1.95 pence per share paid in February 2020, the second interim dividend of 1.95 pence per
     share paid in May 2020, the third interim dividend of 1.95 pence per share paid in August 2020, the fourth interim dividend of 2.05 pence per share to paid in October 2020, in each case in respect of the financial year ended 30 June 2020, be ratified and approved
• That the Company generally be and is hereby authorised for
  the purposes of section 315 of the Companies (Guernsey) Law, $12.$ 2008 as amended (the "Law") (subject to the Listing Rules made by the UK Listing Authority and all other applicable legislation
  and regulations) to make market acquisitions (as defined in the Law) of its own Ordinary Shares (as defined in the Company's Articles of Incorporation) which may be cancelled or held as treasury shares, provided that:
• the maximum number of Ordinary Shares authorised to be a. purchased under this authority shall be a number equal to 14.99 per cent. of the aggregate number of Ordinary Shares in
  issue immediately following this Annual General Meeting (excluding treasury shares);
• the minimum price (exclusive of expenses) which may be paid $_b$ for an Ordinary Share shall be £0.01 per Ordinary Share
• the maximum price (exclusive of expenses) payable by the
  Company which may be paid for Ordinary Shares shall be the
  higher of (i) 5 per cent. above the average of the mid-market values of an Ordinary Share taken from The London Stock
  Exchange Daily Official List for the five business days before the purchase is made; and (ii) the higher of the last independent trade or the highest current independent bid for Ordinary Shares:
• the authority hereby conferred shall expire on the date which $\overline{d}$ is 15 months from the date of passing of this resolution or, if
  earlier, at the end of the Annual General Meeting of the Company to be held in 2021 (unless previously renewed, revoked or varied by the Company); and
• the Company may make a contract to purchase its own
  Ordinary Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may
  make a purchase of its own Ordinary Shares in pursuance of any such contract.

3 X X X

Please mark 'X' to indicate how you wish to vote

• 1. That, in substitution for any existing disapplication authority in force as at the date of this Annual General Meeting, the
     Directors be and are hereby generally and unconditionally authorised to allot, issue and/or sell equity securities for cash as if article 6.2 of the Articles did not apply to any such allotment,
     issue and/or sale, provided that this power shall be limited to the allotment, issue and/or sale of up to 10 per cent. of the Ordinary shares in issue as at the date of this Annual General Meeting for
     the period expiring at the date falling 15 months after the date of the passing of this resolution or the conclusion of the next annual general meeting of the Company, whichever is earlier
     (unless previously renewed, varied or revoked by the Company in a general meeting), save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted and
     issued after such expiry and the Directors shall be entitled to allot and issue equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.
• 1. That, in addition to any existing authorities granted to the Directors, the Directors be, and hereby are, empowered to allot, issue and/or sell equity securities for cash as if article 6.2 of the Articles of Incorporation did not apply to any such allotment, issue and/or sale, provided that this power shall be limited to the allotment, issue and/or sale of up to an additional 10 per cent. of the Ordinary Shares in issue as at the date of this Annual Scheral Meeting for the period expiring at the date falling
     15 months after the date of the passing of this resolution or the
     conclusion of the next annual general meeting of the Company, whichever is earlier (unless previously renewed, varied or revoked
     by the Company in general meeting), save that the Company
     shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted and issued after such expiry and the Directors shall be entitled to allot and issue equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.