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Bluefield Solar Income Fund Limited

Proxy Solicitation & Information Statement Oct 27, 2023

6268_agm-r_2023-10-27_b1323af7-36be-40c8-9d5b-2c78e7d9bf74.pdf

Proxy Solicitation & Information Statement

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All Correspondence to: Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

Form of Proxy - Annual General Meeting to be held on 28 November 2023

Cast your Proxy online 24/7...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

Control Number: 918748 SRN: PIN:

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown above and agree to certain terms and conditions.

Invest in our environment...Register at www.investorcentre.co.uk

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To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY by 24 November 2023 at 10.00 am.

Explanatory Notes:

  • 1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as his proxy to exercise all or any of his rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse). 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 (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise their discretion as to whether, and if so how, they votes (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote).
  • 2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 707 4040 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
  • 3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

Kindly Note: This form is issued only to the addressee(s) and is specific to the All Named Holders unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

  • 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at close of business on the day which is two days before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
  • 5. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5) (a) of the Uncertificated Securities Regulations 2001.
  • 6. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 707 4040 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
  • 7. Any alterations made to this form should be initialled.
  • 8. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
All Named Holders

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chair or the Company Secretary. Please leave this box blank if you want to select the Chair or the Company Secretary. Do not insert your own name(s).

*

I/We hereby appoint the Chair of the Meeting OR the Company Secretary OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Bluefield Solar Income Fund Limited to be held at Floor 2, Trafalgar Court, Les Banques, St Peter Port, Guernsey on 28 November 2023 at 10.00 am, and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
Please mark here to indicate that this proxy appointment is one of multiple appointments being made.
Please use a black pen. Mark with an X
inside the box as shown in this example.
X
Vote
1. Ordinary Resolutions
That the audited accounts, the Directors' report, and the Auditor's' report for the year ended 30 June 2023 be received and adopted.
For Against Withheld
2. That the Directors' remuneration for the year ended 30 June 2023 as provided in the Directors' report be approved.
3. That Elizabeth (Libby) Burne, who retires as a director of the Company in accordance with the Company's Corporate Governance Practices, be re-elected as a
Director.
4. 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.
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 Michael Gibbons who retires as a director of the Company in accordance with the Company's Corporate Governance Practices, be re-elected as a Director.
7. That KPMG Channel Islands Limited, who have indicated their willingness to continue in office, be re-elected as Auditor of the Company to hold office from the
conclusion of this Annual General Meeting until the next Annual General Meeting.
8. That the Directors be authorised to determine the remuneration of KPMG Channel Islands Limited as Auditor of the Company.
9. 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 2024, 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
dividends declared in respect of any such period or periods.
10. That the first interim dividend of 2.10 pence per share paid in March 2023, the second interim dividend of 2.10 pence per share paid in June 2023, the third interim
dividend of 2.10 pence per share paid in September 2023 and the fourth interim dividend of 2.30 pence per share paid in November 2023, in each case in respect
of the financial year ended 30 June 2023, be ratified and approved.
11. Purchase of own ordinary shares.
12. That, in accordance with Article 47.1 of the Articles of Incorporation, the Company should continue as presently constituted.
13. Authority to allot shares.
Special Resolutions
14. Disapplication of pre-emption rights.
15. Disapplication of pre-emption rights, additional 10%.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as they see fit or abstain in relation to any business of the meeting. Signature Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

C S 1 9 1 7 0 1 B S I J C

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