Atrato Onsite Energy PLC

Pre-Annual General Meeting Information • Nov 27, 2024

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek your own financial advice as soon as possible from your stockbroker, bank, solicitor, accountant or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 ("FSMA") if you are in the United Kingdom, or, if you are not in the United Kingdom, from another appropriately authorised independent professional adviser.

If you sell or transfer, or have sold or transferred, all of your Ordinary Shares, please send this document at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. However, this document should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you sell or transfer, or have sold or transferred, only part of your holding of Ordinary Shares, you should retain this document and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

The release, publication or distribution of this document (in whole or in part) in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with these requirements or restrictions may constitute a violation of the securities laws or restrictions of any such jurisdiction. This document has been prepared for the purposes of complying with the laws of England and Wales and the Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.

ATRATO ONSITE ENERGY PLC

(Incorporated and registered in England and Wales with registered number 13624999) (Registered as an investment company under section 833 of the Companies Act 2006)

Recommended proposal for the members' voluntary liquidation of the Company and

Notice of General Meeting

Shareholders should read the whole of this document. Your attention is drawn, in particular, to the letter from the Chair of the Company which is set out on pages 5 to 10 of this document and which contains the unanimous recommendation from the Directors that you vote in favour of the Resolution to be proposed at the General Meeting.

Notice of the General Meeting of the Company to be held at the offices of Stifel Nicolaus Europe Limited, 4th Floor, 150 Cheapside, London, EC2V 6ET at 12.00 p.m. on 13 December 2024 is set out at the end of this document. Details of the actions you are recommended to take are set out on page 10 of this document.

All Shareholders are encouraged to vote in favour of the Resolution to be proposed at the General Meeting and, if their Ordinary Shares are not held directly, to arrange for their nominee to vote on their behalf. If you would like to vote on the Resolution in advance, you can appoint a proxy by logging on to https://investorcentre.linkgroup.co.uk/Login/Login where full instructions are given. You may also request a hard copy proxy form by contacting the Registrar, Link Group, via email at shareholderenquiries@linkgroup.co.uk or on 0371 664 0300 and returning it to the address shown on the form. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Link Group are open between 9.00 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales). You can also appoint a proxy by lodging a proxy appointment through the CREST Proxy Voting Service in accordance with the procedure set out in the CREST Manual. If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform. Submission of a proxy shall not preclude a Shareholder from attending and voting in person at the General Meeting or any adjournment thereof. As your participation is important to us, we would encourage you to vote ahead of the General Meeting by appointing a proxy in the manner described above. Please remember to return your proxy electronically or in hard copy form so that it is received by the Registrar, Link Group, no later than 48 hours (excluding non-working days) before the time of the General Meeting.

No person has been authorised to give any information or make any representation other than those contained in this document and, if given or made, such information or representation must not be relied on as having been so authorised. The delivery of this document shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this document or that the information in it is correct as at any subsequent time.

The information included herein is based upon information available as at the date of this document and, except as requested by the Financial Conduct Authority or required by the Listing Rules, the Disclosure Guidance and Transparency Rules, each as appropriate, or any other applicable law, will not be updated.

The contents of this document should not be construed as legal, financial or tax advice. Each Shareholder should consult their own legal, financial or tax adviser for legal, financial or tax advice (as appropriate).

Capitalised terms used throughout this document shall have the meanings ascribed to them in Part 2 (Definitions) of this document, unless the context otherwise requires.

This document is dated 27 November 2024.

IMPORTANT NOTICES

Information regarding forward-looking statements

This document contains statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact are forward-looking statements. They are based on intentions, beliefs and/or current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of a date in the future or forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects" or words or terms of similar substance or the negative of those terms, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations or events that are beyond the Company's control. Forward-looking statements include statements regarding the intentions, beliefs or current expectations of the Company concerning, without limitation, the business, results of operations, financial condition, liquidity, prospects, growth and strategies of the Company.

Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause the actual results, performance or achievements of the Company to differ materially from the expectations of the Company include, amongst other things, general business and economic conditions globally, changes in government and changes in law, regulation and policy, including in relation to taxation, future income of the Company being lower than expected, expected cost savings not being fully realised or in line with expected timeframes and interest rate fluctuations. Such forward-looking statements should therefore be construed in the light of such factors.

Neither the Company nor any of its Directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

Forward-looking statements contained in this document apply only as at the date of this document. Other than in accordance with its legal or regulatory obligations (including under the Listing Rules, the Disclosure Guidance and Transparency Rules and UK MAR), the Company is not under any obligation and the Company expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecast or estimate

No statement in this document is intended as a profit forecast or profit estimate for any period.

No offer or solicitation

This document is not a prospectus and it does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to sell, dispose of, purchase, acquire or subscribe for, any security.

Presentation of financial information

References to "£", "GBP", "pounds", "pounds sterling", "sterling", "p" and "pence" are to the lawful currency of the United Kingdom.

Rounding

Certain financial data has been rounded, and, as a result of this rounding, the totals of data presented in this document may vary slightly from the actual arithmetic totals of such data.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event
Publication of this document and the Notice of General Meeting		27 November 2024
Last day of dealing in the Ordinary Shares through CREST on a normal rolling two day settlement basis		10 December 2024
Latest time and date for receipt of proxy appointments (whether online, via a CREST Proxy Instruction, via Proxymity or by hard copy proxy form) in respect of the General Meeting		12.00 p.m. on 11 December 2024
Record time and date for entitlement to vote at the General Meeting	6.00 p.m. on 11 December 2024
Close of Register of Members, Record Date for participation in the members' voluntary liquidation and settlement of Ordinary Shares disabled in CREST	6.00 p.m. on 12 December 2024
Suspension of Ordinary Shares from listing on the Official List and from trading on the Main Market	7.30 a.m. on 13 December 2024
General Meeting	12.00 p.m. on 13 December 2024
Appointment of Liquidators		13 December 2024
Cancellation of the listing of the Ordinary Shares on the Official List and of the trading of the Ordinary Shares on the Main Market	8.00 a.m. on 16 December 2024

Notes:

• 1. All references to time in this document are to London (UK) time, unless otherwise stated.
• 1. The timetable set out above and referred to throughout this document and any accompanying document may be subject to change. If any of the above times and/or dates should change, the new times and/or dates will be announced to Shareholders through a Regulatory Information Service.

PART 1

LETTER FROM THE CHAIR OF ATRATO ONSITE ENERGY PLC

(Incorporated and registered in England and Wales with registered number 13624999) (Registered as an investment company under section 833 of the Companies Act 2006)

Juliet Davenport (Chair) The Scalpel Faye Goss 18th Floor Duncan Neale 52 Lime Street

Directors: Registered Office: London EC3M 7AF

27 November 2024

Dear Shareholder

Recommended proposal for the members' voluntary liquidation of the Company

1. Introduction

As announced by the Company on 8 November 2024, following approval of the change to the Company's investment objective and policy by Shareholders at the general meeting of the Company held on 22 October 2024, the Company completed the sale (the "Disposal") of its entire portfolio of solar assets to Phoenix UK Bidco Limited (the "Purchaser"), a newly incorporated company which is indirectly owned by a joint venture vehicle of BGTF Proton Holdings Limited ("Brookfield"), an affiliate of Brookfield Asset Management Ltd (NYSE: BAM, TSX: BAM), and Apollo Power Ltd ("RAIM Apollo", together with Brookfield, the "Consortium"), an affiliate of Real Assets Investment Management Ltd, established for the purposes of acquiring the entire Portfolio at a Headline Price of £218.7 million1.

At the time of the announcement of the Disposal, the Board stated its intention to seek Shareholder approval for the members' voluntary liquidation of the Company with a view to distributing the Company's net assets to Shareholders as soon as reasonably practicable. The Board continues to believe it is in Shareholders' best interests that the Company be wound up so as to return capital to Shareholders by the most efficient means possible and has, therefore, resolved to recommend to Shareholders that the Company enter into a members' voluntary liquidation (the "Proposal").

This document describes the background to the Proposal and explains why the Board unanimously considers the Proposal to be in the best interests of the Company and its Shareholders as a whole, and recommends that Shareholders vote in favour of the Resolution at the General Meeting.

The General Meeting is to be held at the offices of Stifel Nicolaus Europe Limited, 4th Floor, 150 Cheapside, London, EC2V 6ET at 12.00 p.m. on 13 December 2024 for the purpose of seeking Shareholder approval of the Resolution.

The business to be conducted at the General Meeting is set out in this document on pages 15 to 18 (inclusive) and you will be asked to consider and vote on the Resolution set out in the Notice of General Meeting. The background to the Resolution is provided below.

2. Background to the Proposal

The Company was launched in November 2021 as the first and only UK listed investment trust focused on clean energy generation with 100 per cent. carbon traceability in UK commercial and industrial ("C&I") solar and with the aim of providing investors with attractive capital growth and long dated, index-linked income.

Despite the Company's high-quality portfolio, investment management platform and extensive pipeline and the attractive underlying UK C&I solar sector dynamics the Company's shares experienced a significant

¹ Gross of project-level debt and the amount drawn down under the Revolving Credit Facility.

de-rating over the last year exacerbated by the higher interest rate environment. As a consequence of the Ordinary Shares trading at a material and persistent discount to the NAV, the Company was unable to issue new shares in order to achieve more meaningful scale and greater liquidity due to the material NAV dilution that would have resulted as a consequence of issuing shares at a discount to NAV. As a result, access to growth capital to pursue its extensive pipeline of around £400 million into more accretive investments, such as installation projects, was severely constrained. Consequently, the Company was restricted in undertaking these growth activities and in its ability to make new investments.

Furthermore, the subscale nature of the Company within the alternatives UK investment trust universe resulted in a lack of buyers in the secondary market whose demand could, otherwise, have re-rated the Company's shares and provided trading liquidity.

Given the following countervailing factors, the Directors concluded that it was unlikely that the Company's discount to the NAV per Ordinary Share would narrow within a reasonable time frame:

• l the wider market situation in which the vast majority of the UK investment trust sector is trading at a discount to net asset value;
• l the reluctance of investors to make new capital allocations (across the board but particularly to subscale funds investing in alternative assets);
• l the wealth of opportunities available for total returns and/or capital gains from competing funds, including private funds, and asset classes; and
• l the uncertain macroeconomic outlook.

Consequently, whilst the Directors remained confident in the standalone prospects for the Company, it was against this backdrop that the Directors received an unsolicited offer for the Portfolio from the Consortium on 13 March 2024. The Board was pleased with the interest shown in the Company by the Consortium, and after in-depth consideration of both the offer and consistent Shareholder feedback to sell the Portfolio, the Board concluded that realising the Company's assets and putting the Company in a position to return cash to Shareholders represented the best means of maximising Shareholder value. In particular, the Directors believed that the certainty of execution and acceleration of value crystallisation, whilst eliminating the associated uncertainties, was beneficial to Shareholders and in excess of the reasonable medium-term prospects for the Company on a standalone basis.

Shareholders were asked to vote on the change of the Company's investment objective and policy at a general meeting held on 22 October 2024, which was deemed to be a de facto vote on the Disposal. Shareholders duly approved the change in investment objective and policy by a large majority at that general meeting.

Post the completion of the Disposal ("Completion"), the Company has held the cash proceeds of the Disposal, together with its existing cash reserves, in interest bearing current accounts.

In order to retain investment trust status for (i) the financial year ended 30 September 2024 and (ii) during the period from 1 October 2024 to the date that the Company enters into a members' voluntary liquidation, the Company declared an interim dividend of 1.98 pence per Ordinary Share on 13 November 2024 which is expected to be paid on or around 12 December 2024 (the "Post-Disposal Dividend"). The Company does not anticipate declaring any further dividends beyond the Post-Disposal Dividend, assuming it enters into members' voluntary liquidation on 13 December 2024.

At the time of the Disposal, the Board stated its intention to seek Shareholder approval for the members' voluntary liquidation of the Company with a view to distributing the Company's net assets to Shareholders as soon as reasonably practicable. The Board continues to believe it is in Shareholders' best interests that the Company be wound up so as to return capital to Shareholders in the most efficient means possible and has, therefore, resolved to recommend to Shareholders that the Company enter into a members' voluntary liquidation.

3. The members' voluntary liquidation

The Board is recommending the Company be placed into members' voluntary liquidation. This requires the approval of Shareholders at the General Meeting.

It is proposed that Derek Neil Hyslop and Richard Peter Barker, both licensed insolvency practitioners of Ernst & Young LLP, One More London Place, London, SE1 2AF be appointed as joint liquidators of the Company (the "Liquidators"), and that their remuneration shall be determined by the Company. The winding up of the Company will be a solvent winding up in which it is intended that all creditors will be paid in full. The appointment of the Liquidators will become effective subject to, and immediately upon, the passing of the Resolution at the General Meeting, at which point the powers of the Directors will cease.

The Liquidators will then assume responsibility for the winding up of the Company, and shall, among other things: (i) pay any fees, costs and expenses of the Company; (ii) discharge the liabilities of the Company; (iii) ensure that the Company has submitted all required pre and post liquidation tax returns and discharged all associated liabilities and that HM Revenue & Customs have no outstanding queries into the Company's tax affairs; and (iv) distribute the Company's surplus assets to Shareholders.

If appointed, the Liquidators will be entitled to receive remuneration for their services by reference to the time properly given by them and their staff, as well as raise and draw invoices in respect of disbursements, on the terms set out in the Liquidators' Engagement Letter and in the Resolution.

In order to facilitate the implementation of the Proposal, the Ordinary Shares will be suspended from listing on the Official List and from trading on the Main Market with effect from 7.30 a.m. on 13 December 2024, being the date of the General Meeting.

If the Resolution is subsequently passed at the General Meeting, this will result in the cancellation of the listing of the Ordinary Shares on the Official List and the Ordinary Shares ceasing to trade on the Main Market. It is expected that the cancellation of listing and trading would take effect from 8.00 a.m. on 16 December 2024.

4. Distributions to Shareholders during the members' voluntary liquidation

After taking into account the net proceeds from the Disposal, the Company's known liabilities, service provider termination costs, estimated advisory and termination costs, estimated net interest income and the Post-Disposal Dividend of 1.98 pence per Ordinary Share, it is expected that Shareholders will receive 80.2 pence per Ordinary Share in total, marginally above the Estimated Net Assets per Ordinary Share of 80.0 pence referred to in the Disposal Announcement.

The proceeds of the Disposal are currently held in interest bearing current accounts.

Assuming that the Resolution is passed, it is anticipated that the Liquidators will be in a position to make an initial distribution of substantially all of the net assets of the Company in late January or early February 2025 (the "Initial Distribution"). This timeline is to allow (a) the Liquidators to comply with their obligation to give all actual and/or contingent creditors of the Company notice of the liquidation and the requirement to submit claims to the Liquidators by a last proving date, which must be a minimum period of 21 days from the date of the notice; and (b) the Liquidators to adjudicate and pay (if accepted) and/or reserve sufficient funds to pay any claims received. It is estimated that the value of the Initial Distribution will be no less than 77.0 pence per Ordinary Share.

The Liquidators will retain the balance of funds in the liquidation estate to meet the current, future and contingent liabilities of the Company, including the costs and expenses (inclusive of VAT, if applicable) of the liquidation not already paid at the point of liquidation, and potential tax liabilities.

Once the Liquidators have satisfied all the claims of creditors of the Company and paid the costs and expenses of the liquidation, and the Company's tax affairs have been finalised, it is expected the Liquidators will make a final distribution to Shareholders of any residual cash in the liquidation estate. The final distribution, if any, will be paid at a time to be determined solely by the Liquidators but is envisaged to be in the region of nine months after the entry into members' voluntary liquidation.

All Shareholders on the Register of Members as at 6.00 p.m. on 12 December 2024, being the Record Date, will be entitled to any distributions made during the course of the liquidation.

In order to comply with the Company's obligations under all applicable Sanctions Laws, no distribution made pursuant to the implementation of the Proposal (including, for the avoidance of doubt, the Initial Distribution) will be paid to a Sanctions Restricted Person.

5. Service Providers

If the Resolution is passed, the Company will retain the services of its Registrar during the liquidation period to assist with maintaining the Company's share register during the liquidation process, as is customary in voluntary liquidations of this nature. Save as set out above, the Company has either already or is taking steps to ensure that the appointment of its service providers will terminate should the Resolution be passed.

6. Summary of the Resolution to be proposed at the General Meeting

The implementation of the Proposal will require Shareholders to vote in favour of the Resolution to be proposed at the General Meeting.

The Resolution relates to the approval of the Company being wound up voluntarily and the appointment of the Liquidators for the purpose of the winding up. It grants the Liquidators authority to make distributions in cash to the Shareholders (after payment of the Company's liabilities and after deducting the costs of implementation of the Company's winding up), in proportion to their holdings of Ordinary Shares in accordance with the provisions of the Articles. It also grants the Liquidators authority to exercise certain powers laid down in the Insolvency Act 1986 and determines the remuneration of the Liquidators by reference to the time spent attending to matters connected with the liquidation.

The Resolution will be proposed as a special resolution. A special resolution requires a majority of at least 75 per cent. of votes cast to be cast in favour in order for it to be passed.

The Resolution will be voted on by way of a poll. The Board believes a poll is more representative of Shareholders' voting intentions because Shareholders' votes are counted according to the number of Ordinary Shares held and all votes validly tendered are taken into account. The results of the poll will be published on the Company's website and will be released via a Regulatory Information Service as soon as practicable following the close of the General Meeting.

If the Resolution is not passed at the General Meeting, the Company shall continue in operation until other proposals can be put forward following consultation with Shareholders.

The Notice of General Meeting at the end of this document sets out the full text of the Resolution.

7. General Meeting

Notice of the General Meeting, which will be held at the offices of Stifel Nicolaus Europe Limited, 4th Floor, 150 Cheapside, London, EC2V 6ET at 12.00 p.m. on 13 December 2024, is set out at the end of this document.

Shareholders are encouraged to take the recommended action before the General Meeting (as set out in paragraph 10 of this letter), which includes voting, whether online, via a CREST Proxy Instruction, via Proxymity or by a hard copy proxy form in accordance with the instructions contained therein.

The Board strongly urges Shareholders to vote by proxy on the Resolution as early as possible and the Board recommends that Shareholders appoint the chair of the General Meeting as their proxy and no-one else.

8. Action to be taken

All Shareholders are encouraged to vote in favour of the Resolution to be proposed at the General Meeting and, if their Ordinary Shares are not held directly, to arrange for their nominee to vote on their behalf.

Shareholders are requested to complete and return proxy appointments to the Registrar by one of the following means:

• l by logging on to https://investorcentre.linkgroup.co.uk/Login/Login, where full instructions will be given. Your Investor Code, which can be obtained by signing in to https://investorcentre.linkgroup.co.uk/Login/Login, will be required; or
• l in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the CREST Manual (please also refer to the notes to the Notice of General Meeting); or
• l requesting a hard copy proxy form by contacting the Registrar via email at shareholderenquiries@linkgroup.co.uk or on 0371 664 0300 and returning it to the address shown on the form.

Institutional investors may also be able to appoint a proxy electronically via the Proxymity platform. For further information regarding Proxymity, please go to www.proxymity.io.

In each case, the proxy appointment must be received by the Registrar as soon as possible and, in any event, so as to arrive by no later than 48 hours (excluding non-working days) before the time of the General Meeting.

Completion and return of a proxy appointment (whether online, via a CREST Proxy Instruction, via Proxymity or by a hard copy proxy form) will not prevent you from attending and voting in person at the General Meeting should you wish to do so.

Further details regarding the appointment of proxies are set out in the Notice of General Meeting at the end of this document.

9. Taxation

A Shareholder who receives a distribution of cash in the course of the liquidation of the Company should be treated as making a disposal or part disposal of his or her Ordinary Shares for the purposes of UK taxation of chargeable gains which may, depending on such Shareholder's individual circumstances (including the availability of exemptions, reliefs and allowable losses), give rise to a chargeable gain or allowable loss for the purposes of UK taxation of chargeable gains.

Shareholders who are not resident in the UK (excluding, in the case of an individual Shareholder, Shareholders who are only temporarily non-resident in the UK) for UK tax purposes should not be subject to UK tax on chargeable gains on a disposal, or part disposal, of Ordinary Shares in the course of the liquidation unless such Ordinary Shares are used, held or acquired for the purposes of a trade, profession or vocation carried on in the UK through a branch or agency or, in the case of a corporate Shareholder, through a permanent establishment. Such Shareholders may be subject to foreign tax on any gain under local law.

The UK tax code contains provisions which permit HMRC to counteract tax advantages arising from certain transactions in securities by (among other things) treating some or all of the proceeds of capital disposals as distributions of income. Generally speaking, these provisions should not apply where it can be shown that the transactions in question were entered into for genuine commercial reasons and did not involve as one of their main objects or purposes the obtaining of a tax advantage. Shareholders are advised to take independent advice as to the potential application of these and other anti-avoidance provisions in the light of their own particular circumstances. Application has not been made to HMRC for clearance as to these matters.

The information in this document relates to UK taxation applicable to the Company and its Shareholders and is based on current UK tax legislation and what is understood to be current HMRC published practice, both of which may change, possibly with retrospective effect. The statements above relate to persons who are solely resident (and, in the case of individual Shareholders, domiciled) in the UK for tax purposes except where expressly stated otherwise, who are absolute beneficial owners of the Ordinary Shares, and who hold their Ordinary Shares as an investment. The statements may not apply to certain classes of persons, such as dealers in securities or those who are subject to special tax regimes. The statements are given by way of general summary only as to certain UK tax consequences for Shareholders in the liquidation of the Company and do not constitute legal or tax advice to any Shareholder. Shareholders who are in any doubt as to any applicable taxation consequences to them of the Proposal should seek advice from a qualified independent financial adviser or tax specialist.

10. Recommendation to Shareholders

The Board considers that the Proposal and the passing of the Resolution to be proposed at the General Meeting are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolution, as the Directors intend to do in respect of their own beneficial holdings, which, in aggregate, amount to 72,980 Ordinary Shares, representing approximately 0.05 per cent. of the Company's issued Ordinary Share capital as at 26 November 2024.

Yours faithfully

Juliet Davenport Chair

PART 2

DEFINITIONS

The following definitions apply throughout this document unless the context requires otherwise.

Articles of Association or Articles the articles of association of the Company

Board	the board of Directors of the Company
Brookfield	BGTF Proton Holdings Limited, a private limited company incorporated in England and Wales with company number 13700221 having its registered office at Level 25, 1 Canada Square, London, England, E14 5AA
Business Day	a day (other than a Saturday or Sunday or public holiday in England and Wales) on which banks are open in London for general commercial business
C&I	commercial and industrial
Companies Act	the Companies Act 2006, as amended from time to time
Company	Atrato Onsite Energy plc, a public limited company incorporated in England and Wales with registered number 13624999 and having its registered office at The Scalpel, 18th Floor, 52 Lime Street, London EC3M 7AF
Company Secretary	Hanway Advisory Limited, a private limited company incorporated in England and Wales with registered number 11178874 and having its registered office at The Scalpel, 18th Floor, 52 Lime Street, London, EC3M 7AF
Completion	the completion of the Disposal on 7 November 2024
Consortium	Brookfield and RAIM Apollo
Consortium's Headline Valuation	the Consortium's valuation of the Company's portfolio of solar assets as at 31 March 2024 of £197 million2
CREST	the UK-based system for the paperless settlement of trades in listed securities and the holding of uncertificated listed securities operated by Euroclear in accordance with the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended from time to time
CREST Manual	the manual published by Euroclear describing the CREST system, as amended from time to time
CREST Proxy Instruction	a proxy appointment or instruction made using CREST, authenticated in accordance with Euroclear's specifications and containing the information set out in the CREST Manual
Directors	the directors of the Company from time to time
Disclosure Guidance and Transparency Rules	the Disclosure Guidance and Transparency Rules made by the FCA for the purposes of Part VI of FSMA

² Gross of project-level debt and the amount drawn under the Revolving Credit Facility.

Disposal Announcement	the announcement published by the Company on 3 October 2024 in respect of the Disposal
Estimated Net Assets per Ordinary Share	the estimated net assets of the Company available for distribution to Shareholders divided by the number of Ordinary Shares in issue as set out in the circular published by the Company on 4 October 2024, being 80.0 pence per Ordinary Share
EU Market Abuse Regulation	Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and repealing the Directive of the European Parliament and of the Council of 28 January 2003 and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC
Euroclear	Euroclear UK and International Limited, a private limited company incorporated in England and Wales with registered number 02878738 and having its registered office at 33 Cannon Street, London EC4M 5SB, being the operator of CREST
Financial Conduct Authority or FCA	the Financial Conduct Authority of the United Kingdom whose place of business is at 12 Endeavour Square, London, E20 1JN, including any replacement or substitute therefor, and any regulatory body or person succeeding, in whole or in part, to the functions thereof
FSMA	Financial Services and Markets Act 2000, as amended from time to time
General Meeting	the general meeting of the Company to be held at the offices of Stifel Nicolaus Europe Limited, 4th Floor, 150 Cheapside, London, EC2V 6ET at 12.00 p.m. on 13 December 2024 (or any adjournment thereof), notice of which is set out at the end of this document (the "Notice of General Meeting" or "Notice")
Headline Price	approximately £218.7 million, being an amount determined by the Company and the Purchaser by reference to the Consortium's Headline Valuation of the Portfolio as at 31 March 20243 and increased on a pound for pound basis by (i) amounts drawn down under the Revolving Credit Facility; and (ii) a portion of the Company's cash, in each case invested by the Target in further investments (including costs) and/or used for the purposes of financing future investments, in each case since 31 March 2024
HMRC	HM Revenue & Customs
Initial Distribution	the distribution expected to be made by the Liquidators to Shareholders in late January or early February 2025 following the Company having entered into members' voluntary liquidation, the estimated minimum value of which is 77.0 pence per Ordinary Share
Link Group	the trading name of Link Market Services Limited, the Company's registrar
Liquidators	Derek Neil Hyslop and Richard Peter Barker of Ernst & Young LLP, One More London Place, London SE1 2AF
Liquidators' Engagement Letter	the agreement entered into between the Company and the Liquidators, dated 30 May 2024

³ Gross of project-level debt and the amount drawn down under the Revolving Credit Facility.

Listing Rules	the UK Listing Rules made by the FCA for the purposes of Part VI of FSMA, as amended from time to time
London Stock Exchange	London Stock Exchange plc, a public limited company incorporated in England and Wales with registered number 02075721 and having its registered office at 10 Paternoster Square, London EC4M 7LS
Main Market	the main market for listed securities of the London Stock Exchange
NAV or Net Asset Value	the value, as at any date, of the assets of the Company after deduction of all its liabilities, before deducting dividends that have been declared but not paid as at the relevant date, determined in accordance with the accounting policies adopted by the Company from time to time
Official List	the official list maintained by the Financial Conduct Authority
Ordinary Shares or Shares	the ordinary shares of 1 penny each in the capital of the Company
Portfolio	the whole portfolio of solar assets owned directly or indirectly by the Company sold to the Purchaser through the Disposal
Post-Disposal Dividend	a dividend of 1.98 pence per Ordinary Share to be paid on or around 12 December 2024
Proposal	the proposal that the Company be placed into members' voluntary liquidation
Purchaser	Phoenix UK Bidco Limited, a private company incorporated in England and Wales with registered number 15955970 having its registered office at Level 25 One Canada Square, Canary Wharf, London, United Kingdom, E14 5AA
RAIM Apollo	Apollo Power Ltd, a private limited company incorporated in England and Wales with registered number 15237718 and having its registered office at 16 Stratford Place, London, England, W1C 1BF
Record Date	12 December 2024
Register of Members	the Company's register of members
Registrar	Link Market Services Limited, a private limited company incorporated in England and Wales with registered number 2605568 and having its registered office at Central Square, 29 Wellington Street, Leeds, LS1 4DL
Regulatory Information Service or RIS	the regulatory information service provided by the London Stock Exchange
Resolution	the special resolution relating to the placing of the Company into members' voluntary liquidation to be proposed at the General Meeting
Revolving Credit Facility	the £30 million revolving credit facility, with a £20 million accordion facility option available to be utilised by the Target pursuant to a revolving credit facility agreement entered into with National Westminster Bank dated 1 September 2023

Sanctions Laws	any economic or financial sanctions or trade embargoes, restrictive measures or similar measures enacted, imposed, administered, implemented or enforced from time to time by any of:
	l the Office of Foreign Assets Control of the U.S. Department of Treasury, the United States Department of State or any other U.S. government entity;
	l the United Nations Security Council and any other United Nations Security Council Sanctions Committee or body;
	l the European Union;
	l any member state of the European Union;
	l His Majesty's Treasury of the United Kingdom, the Department for Business and Trade of the United Kingdom, or any other UK government entity; or
	l any other relevant government, public or regulatory authority or body
Sanctions List	any list of Sanctions Laws targets maintained by a relevant government, public or regulatory authority or body, including without limitation:
	l the consolidated United Nations Security Council sanctions list;
	l the "Specially Designated Nationals and Blocked Persons List", "Denied Persons List", £Entities List" and any list maintained by the Office of Foreign Assets Control of the US Department of Treasury;
	l the "Sectoral Sanctions Identification List" maintained by the Office of Foreign Assets Control of the U.S. Department of Treasury;
	l the "Consolidated List of Persons, Groups, and Entities subject to EU Financial Sanctions", maintained by the European Council;
	l the "Consolidated List of Financial Sanctions Targets" maintained by the HM Treasury and the "UK Sanctions List"; and
	l any similar list maintained by, or public announcement of Sanctions Laws targets made by any relevant government, public or regulatory authority or body,
	each as amended, supplemented or substituted from time to time
Sanctions Restricted Person	each person or entity:
	l that is organised or resident in a country or territory which is the target of comprehensive country Sanctions Laws; or
	l that is, or is directly or indirectly owned or controlled by a person that is, described or designated in any Sanctions List
Shareholders	holders of Ordinary Shares from time to time
Target	Atrato Onsite Energy Holdco Limited, a private limited company incorporated in England and Wales with company number 13659533 and having its registered office at The Scalpel, 18th Floor, 52 Lime Street, London, United Kingdom, EC3M 7AF
United Kingdom or UK	the United Kingdom of Great Britain and Northern Ireland
UK MAR	the UK version of the EU Market Abuse Regulation which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by the Market Abuse (Amendment) (EU Exit) Regulations 2019

NOTICE OF GENERAL MEETING ATRATO ONSITE ENERGY PLC

(Incorporated and registered in England and Wales with registered number 13624999) (Registered as an investment company under section 833 of the Companies Act 2006)

NOTICE IS HEREBY GIVEN that a general meeting of Atrato Onsite Energy plc will be held at 12.00 p.m. on 13 December 2024 at the offices of Stifel Nicolaus Europe Limited, 4th Floor, 150 Cheapside, London, EC2V 6ET to consider and, if thought fit, to pass the following resolution which will be proposed as a special resolution.

SPECIAL RESOLUTION

THAT:

• (a) Atrato Onsite Energy plc (the "Company") be and is hereby wound-up voluntarily pursuant to section 84(1)(b) of the Insolvency Act 1986 and Derek Neil Hyslop and Richard Peter Barker, both licensed insolvency practitioners of Ernst & Young LLP, One More London Place, London SE1 2AF be and are hereby appointed as joint liquidators (the "Liquidators") of the Company for the purposes of such winding-up and distributing the Company's assets and any power conferred on them by law, the articles of association of the Company or by this resolution and any act required or authorised under any enactment to be done by them may be exercised by them jointly or by each of them alone;
• (b) the Liquidators be and hereby are authorised to make distributions in cash to the shareholders of the Company in accordance with the Company's articles of association and that the amount to be received by each shareholder will be weighted proportionately to the number of shares held;
• (c) the Liquidators be and hereby are authorised under the provisions of section 165(2) of the Insolvency Act 1986 to exercise the powers laid down in Part I of Schedule 4 of the Insolvency Act 1986;
• (d) the Liquidators be and hereby are entitled to receive remuneration for their services by reference to the time properly given by them and their staff, as well as raise and draw invoices in respect of disbursements, in respect of assisting the directors and members of the Company in placing the Company into liquidation and attending to matters arising on the winding-up; and
• (e) the Company's books and records be held by its company secretary to the order of the Liquidators until the expiry of twelve months after the date of dissolution of the Company, when they may be disposed of, save for financial and trading records which shall be kept for a minimum of six years following the vacation of the Liquidators from office.

By order of the Board Registered office:

Hanway Advisory Limited 52 Lime Street Company Secretary London EC3M 7AF

The Scalpel 18th Floor

Dated: 27 November 2024

Notes to the Notice of General Meeting:

Right to attend and vote at the General Meeting

• 1. The shorter notice period of 14 clear days, as approved at the Company's last annual general meeting, has been used for the purposes of the General Meeting as the Directors believe that the flexibility offered by the shorter notice period is in the best interests of Shareholders generally, taking into account the circumstances and business of the General Meeting, including the intention of the Board to return capital to Shareholders as soon as possible.
• 1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the General Meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members at 6.00 p.m. on the day that is two Business Days before the date of the General Meeting. Only a Shareholder entered in the Register of Members at 6.00 p.m. on 11 December 2024 (or, in the event that the General Meeting is adjourned, at 6.00 p.m. on the day that is 48 hours (excluding any day that is not a working day) before the date of the reconvened meeting) shall be entitled to attend, speak and vote at the General Meeting (or, in the event the General Meeting is adjourned, the reconvened meeting). A Shareholder may vote in respect of the number of Ordinary Shares registered in the Shareholder's name at that time. Changes to the Register of Members after that time shall be disregarded in determining the rights of any person to attend, speak and vote at such meeting.

Website giving information regarding the General Meeting

1. Information regarding the General Meeting, including the information required by section 311A of the Companies Act, can be found at www.atratorenewables.com.

Attending in person

1. Please bring proof of identity with you to the General Meeting. We recommend that you arrive by 11.30 a.m. to enable us to carry out all registration formalities to ensure a prompt start at 12.00 p.m.. If you intend to attend the General Meeting or have any special needs or require wheelchair access to the venue, please contact the Company Secretary at hanwayadvisory@jtcgroup.com in advance of the meeting. Mobile phones may not be used in the meeting and cameras and recording equipment are not allowed in the meeting.

Attendance via proxy

• 1. If you wish to appoint a proxy and for them to attend the meeting on your behalf, please submit your proxy appointment in the usual way, details of which are set out below.
• 1. It is suggested that you do this as soon as possible and in any case at least 48 hours (excluding non-working days) before the meeting.

Appointment of proxies

1. A Shareholder who is entitled to attend, speak and vote at the General Meeting is entitled to appoint one or more proxies to exercise all or any of the rights of the Shareholders to attend, speak and vote in his/her/its place, subject to the above restrictions on attendance at the General Meeting. If a Shareholder wishes to appoint more than one proxy and so requires additional proxy forms, the Shareholder should photocopy the form of proxy or contact the Company's Registrar, Link Group, by email at shareholderenquiries@linkgroup.co.uk or call on 0371 664 0300 (or +44 371 664 0300 if you are outside the United Kingdom), or at PXS1, Central Square, 29 Wellington Square, Leeds, LS1 4DL. A proxy need not be a Shareholder.

8. You can vote:

8.1 by logging on to https://investorcentre.linkgroup.co.uk/Login/Login, where full instructions are given. Your Investor Code, which can be obtained by signing into https://investorcentre.linkgroup.co.uk/Login/Login, will be required. Alternatively you may use the Link Investor Centre app. Link Investor Centre is a free app for smartphone and tablet provided by Link Group. It allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more. The app is available to download on both the Apple App Store and Google Play, or by scanning the relevant QR code below:

• 8.2 in the case of CREST members, by using the CREST electronic proxy appointment service in accordance with the procedures set out below; or
• 8.3 by requesting a hard copy proxy form directly from the Registrar, Link Group, by email at shareholderenquiries@linkgroup.co.uk, or you may call Link Group on 0370 664 0300 (or +44 371 664 0300 if you are outside the United Kingdom). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Link Group are open between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. The completed form of proxy must be sent by post to Link Group at PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL.
• 1. In order for a proxy appointment to be valid, a proxy form or other instrument appointing a proxy must be received by the Company's Registrar Link Group by 12.00 p.m. on Wednesday, 11 December 2024 (or if the General Meeting is adjourned, 48 hour (excluding non-working days) before the time of the adjourned General Meeting).
• 1. If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 12.00 p.m. on Wednesday, 11 December 2024 in order to be considered valid or, if the General Meeting is adjourned, by the time which is 48 hours (excluding non-working days) before the time of the adjourned General Meeting. Before you can appoint a proxy via this process, you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by these terms and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.
• 1. Submission of a proxy vote shall not preclude a Shareholder from attending and voting in person at the General Meeting in respect of which the proxy is appointed or at any adjournment thereof.
• 1. Unless otherwise indicated on the proxy form, CREST voting, Proxymity or any other electronic voting channel instruction, the proxy will vote as they think fit or, at their discretion, refrain from voting.

Appointment of proxy through CREST

• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting and any adjournment(s) thereof by using 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.
• 1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's registrars (ID: RA10) by 12.00 p.m. on Wednesday, 11 December 2024 (or, if this meeting is adjourned, the time which is 48 hours (excluding non-working days) before the time fixed for the adjourned meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
• 1. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his/her/its CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings (www.euroclear.com).
• 1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).

Changing or revoking proxy instructions

• 1. To change your proxy instructions, simply submit a new proxy appointment using the methods set out above. Any amended proxy appointment must be received no later than 12.00 p.m. on Wednesday, 11 December 2024 (or, if this meeting is adjourned, the time which is 48 hours (excluding non-working days) before the time fixed for the adjourned meeting) and any amended proxy appointment received after the relevant cut-off time will be disregarded.
• 1. If you have appointed a proxy using the hard copy proxy form and would like to change the instructions using another hard copy proxy form, please contact Link Group by email at shareholderenquiries@linkgroup.co.uk or call on 0371 664 0300 (or +44 371 664 0300 if you are outside the United Kingdom) and ask for another proxy form.
• 1. If you submit more than one valid proxy appointment in respect of the same share(s) for the purposes of the same meeting, the appointment last delivered or received shall prevail in conferring authority on the person named in it to attend the meeting and speak and vote. If the Company is unable to determine which appointment was last validly received, none of them shall be treated as valid in respect of the relevant share(s).
• 1. In order to revoke a proxy instruction, you will need to inform the Company by sending notice in writing clearly stating your intention to revoke your proxy appointment to Link Group at PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL (accompanied by the power of attorney or other authority (if any) under which the revocation notice is signed or a notarially certified copy of such power or authority). The revocation notice must be received no later than 12.00 p.m. on Wednesday, 11 December 2024 (or, if this meeting is adjourned, the time which is 48 hours (excluding non-working days) before the time fixed for the adjourned meeting).
• 1. In the case of a Shareholder which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
• 1. If you attempt to revoke your proxy appointment but the revocation is received after the time specified above then your proxy appointment will remain valid (unless you attend the meeting and vote in person).

Appointment of proxy by joint Shareholders

1. In the case of joint holders, where more than one of the joint holders completes a proxy appointment, 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 Company's Register of Members in respect of the joint holding (the first-named being the most senior).

Corporate representatives

1. A corporation which is a Shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a Shareholder provided that no more than one corporate representative exercises powers over the same share. To be able to attend and vote at the meeting, corporate representatives will be required to produce prior to their entry to the meeting evidence satisfactory to the Company of their appointment.

Nominated Persons

• 1. Any person to whom the Notice of General Meeting is sent who is a person nominated under section 146 of the Companies Act to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the Shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the Shareholder as to the exercise of voting rights.
• 1. The statement of the rights of Shareholders in relation to the appointment of proxies does not apply to Nominated Persons. The rights described in those notes can only be exercised by Shareholders.
• 1. The main point of contact for a Nominated Person in terms of their investment in the Company remains the Shareholder by whom he/she was nominated (or perhaps a custodian or broker who administers the investment) and a Nominated Person should continue to contact them (and not the Company) regarding changes or queries relating to their personal details and their interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from a Nominated Person.

Withheld votes

1. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the Resolution. If no voting indication is given, your proxy will vote or abstain from voting at his/her discretion. Your proxy will vote (or abstain from voting) as he/she thinks fit in relation to any other matter which is put before the General Meeting.

Issued shares and total voting rights

1. As at close of business on 26 November 2024, the Company's issued share capital comprised 150,000,000 ordinary shares of £0.01 each. Each Ordinary Share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights on that date is 150,000,000. No Ordinary Shares are held in treasury.

Voting

1. Voting on the Resolution will be conducted by way of a poll rather than a show of hands. This is a more transparent method of voting as Shareholder votes are to be counted according to the number of Ordinary Shares held. As soon as practicable following the meeting, the results of the voting and the number of proxy votes cast for and against and the number of votes actively withheld in respect of the Resolution will be announced via a Regulatory Information Service and also placed on the Company's website.

Communication

• 1. Except as provided above, Shareholders who have general queries about the General Meeting should contact Link Group, by email at shareholderenquiries@linkgroup.co.uk or you may call Link Group on 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Link Group are open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales.
• 1. You may not use any electronic address provided in the Notice of General Meeting, or in any related documents for communicating with the Company for any purpose other than those expressly stated.

Disclosure Guidance and Transparency Rules

1. Any person holding 3 per cent. or more of the total voting rights in the Company who appoints a person other than the Chair of the General Meeting as their proxy will need to ensure that both they and such other party complies with their respective disclosure obligations under the Disclosure Guidance and Transparency Rules.

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