NextEnergy Solar Fund Ltd.

Regulatory Filings • Oct 9, 2014

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

If you sell or transfer or have sold or transferred all your ordinary shares in NextEnergy Solar Fund Limited (the ''Company''), please forward this document, and the accompanying Form of Proxy, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through or to whom the sale or transfer was effected for delivery to the purchaser or transferee.

Shore Capital and Corporate Limited, which is authorised and regulated by the Financial Conduct Authority, is acting as sponsor to the Company and for no one else in relation to the placing programme (the ''Placing Programme'') and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Shore Capital and Corporate Limited or for providing advice in relation to the Placing Programme, the contents of this document or any transaction, arrangement or other matter referred to in this document.

Cantor Fitzgerald Europe, which is authorised and regulated by the Financial Conduct Authority, is acting as financial adviser to, and joint lead bookrunner for, the Company and for no one else in relation to the Placing Programme and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Cantor Fitzgerald Europe or for providing advice in relation to the Placing Programme, the contents of this document or any transaction, arrangement or other matter referred to in this document.

Shore Capital Stockbrokers Limited, which is authorised and regulated by the Financial Conduct Authority, is acting as joint bookrunner for the Company and for no one else in relation to the Placing Programme and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Shore Capital Stockbrokers Limited or for providing advice in relation to the Placing Programme, the contents of this document or any transaction, arrangement or other matter referred to in this document.

Macquarie Capital (Europe) Limited, which is authorised and regulated by the Financial Conduct Authority, is acting as joint lead bookrunner to the Company and for no one else in relation to the Placing Programme and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Macquarie Capital (Europe) Limited or for providing advice in relation to the Placing Programme, the contents of this document or any transaction, arrangement or other matter referred to in this document.

NEXTENERGY SOLAR FUND LIMITED

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

Proposed Placing Programme in respect of up to 250,000,000 new Ordinary Shares and/or C Shares

Proposed Amendments to Articles of Incorporation

and

Notice of General Meeting

The Company is a registered closed-ended collective investment scheme registered pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, and the Registered Collective Investment Scheme Rules 2008 issued by the Guernsey Financial Services Commission (''GFSC'').

You should read the whole of this document. Your attention is drawn in particular to the letter from the Chairman of NextEnergy Solar Fund Limited which is set out in Part 1 of this document.

Notice of a General Meeting of NextEnergy Solar Fund Limited to be held at 11.30 am on 4 November 2014 at 1 Royal Plaza, St Peter Port, Guernsey, Channel Islands, GY1 2HL is set out in Part 3 of this document.

To be valid, the accompanying Form of Proxy for use at the General Meeting should be completed, signed and returned in accordance with the instructions printed on it to Capita Asset Services, PXS, 34 Beckenham Road, Beckenham, BR3 4TU, as soon as possible and, in any event, so as to arrive not later than 11.30 am on 31 October 2014.

Alternatively, in respect of Shares held in CREST, appointments of proxies in relation to the meeting may be made by means of the CREST system by following the instructions in note 10 on page 13 by means of a CREST proxy instruction transmitted not later than 11.30 am on 31 October 2014.

CONTENTS

	Page
Letter from the Chairman of NextEnergy Solar Fund Limited	3
Definitions	9
Notice of General Meeting	11

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	Time/date
Latest time and date for receipt of Forms of Proxy	11.30 a.m. on 31 October 2014
Latest time and date for transmission of CREST proxy instructions	11.30 a.m. on 31 October 2014
General Meeting	11.30 a.m. on 4 November 2014
Expected date of publication of Prospectus and commencement of Placing Programme	5 November 2014

Notes:

1. Reference to times in this document is to London time unless otherwise stated.

2. The date of publication of the Prospectus may be subject to change.

PART 1:

LETTER FROM THE CHAIRMAN OF NEXTENERGY SOLAR FUND LIMITED

NextEnergy Solar Fund Limited

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

Registered Office: 1 Royal Plaza Royal Avenue St Peter Port Guernsey GY1 2HL

9 October 2014

To the Shareholders

Dear Shareholder,

Proposed Placing Programme and Amendment of the Articles

1. INTRODUCTION

The Company raised £85.6 million at the time of its IPO in April 2014 and has now utilised substantially all of these funds by investing in a portfolio of seven solar PV assets totalling 67.5MW (representing an investment value of £80.4 million).

In addition, on 18 September 2014 the Company announced that it had entered into the £31.5 million Revolving Credit Facility in order to provide additional capital to be utilised to commit to further investments. The Company expects that the Revolving Credit Facility will have been fully committed to further investments within six weeks of the date of this document.

The Company has, through the Developer and the Manager, secured (through letters of intent giving the Company exclusivity for a defined period) further sizeable investment opportunities with an investment value of over £210 million. A number of these opportunities are operational, with the remainder expected to be fully operational by 31 March 2015. In addition the Manager is in negotiations with respect to a pipeline of further opportunities with an investment value of up to £333 million.

Accordingly, the Board announced today that it intends to raise additional capital, in the form of up to 250,000,000 New Shares, on a non-pre-emptive basis, through a Placing Programme. In view of the scale of its pipeline of potential investments, the Company is targeting an initial issue of around 75,000,000 New Shares as part of the Placing Programme. This Initial Placing is expected to take place in early November 2014, following publication of the Prospectus and, subject to there continuing to be sufficient attractive investment opportunities, the Directors will seek to fully utilise the Placing Programme over its 12-month life.

The Directors are also proposing to make certain changes to the Articles. Both the Placing Programme and the proposed amendments to the Articles will require the approval of Shareholders.

The purpose of this document is to provide you with details of the Proposals and to explain why your Board considers the Proposals to be in the best interests of the Shareholders as a whole. The Proposals are conditional on the approval of Shareholders at a general meeting to be held at 11.30 am on 4 November 2014 at 1 Royal Plaza, St Peter Port, Guernsey, GY1 2HL. The Directors recommend that Shareholders vote in favour of the Resolutions to approve the Proposals at the General Meeting.

2. THE PLACING PROGRAMME

Background to and reasons for the Placing Programme

The Directors believe the Company has performed well since its IPO in April 2014:

• * having raised £85.6 million at the time of its IPO, the Company has utilised substantially all of these funds by investing in a portfolio of seven solar PV assets totalling 67.5MW (representing an investment value of £80.4 million)
• * the Ordinary Shares have traded consistently at a premium to their opening NAV of 100p; and
• * the Company is on track to deliver its targeted dividend of 5.25 pence per share for its first year, rising to 6.25 pence per share for the financial year ending March 2016.

The Company has, through the Developer and the Manager, identified in excess of £210 million of additional investment opportunities, which are subject to letters of intent with the relevant vendor, totalling circa 186 MWp. In addition, the Manager is in negotiations with respect to a pipeline of further opportunities with an investment value of up to £333 million. Accordingly the Company expects that the Revolving Credit Facility will have been committed to further investments within six weeks.

As the Revolving Credit Facility will allow the Company to transact on only a small proportion of its pipeline of near term investment opportunities, and having regard to the Company's a significant pipeline of attractive assets, the Board has decided to seek Shareholder approval to issue on a non-pre-emptive basis up to 250,000,000 New Shares, pursuant to the Placing Programme.

The Company will invest the Net Issue Proceeds in accordance with its investment policy and intends to apply the Net Issue Proceeds to repay part or all of any amounts drawn down under the Revolving Credit Facility and to make further investments.

The Directors, who have been encouraged by a number of Shareholders and potential new investors to proceed with a substantial equity fundraising, believe that the Placing Programme is consistent with both the Company's growth ambitions as stated at the time of its IPO, and its objective of securing attractive investment opportunities in line with its investment strategy.

Benefits of the Placing Programme

The Directors believe that a Placing Programme will have the following benefits for Shareholders:

• * provide additional capital which will enable the Company to fund the acquisition of additional solar assets from its substantial pipeline of investment opportunities;
• * allow the Company to tailor the issue of New Shares to its pipeline of investment opportunities, reducing cash drag and providing the Company with the flexibility to undertake more than one substantial issue of New Shares over a 12-month period without incurring the costs of publishing a further prospectus;
• * the acquisition of additional solar assets will diversify further the Company's portfolio;
• * an increase in the Company's market capitalisation which is expected to enhance its marketability, help to diversify its share register and improve secondary market liquidity in the Ordinary Shares; and
• * the ongoing charges borne per Share will be reduced as the Company's fixed operating costs will be spread over a larger capital base.

Overview of the Placing Programme

The Placing Programme will provide the Company with the flexibility to issue both Ordinary Shares and/or C Shares. C Shares convert into Ordinary Shares on the occurrence of specified events, or at specified times. The Directors will decide on the most appropriate type of Shares to use at the time of any issuance. In making such a determination, the Directors will consider a number of factors, including the likely timing for making further investments, the operational status of such investments at the time they are likely to be acquired, the level of investor appetite for the Company's New Shares and the timing of the issue of New Shares relative to the Company's next dividend record date.

New Shares issued under the Placing Programme will not be dilutive of the Net Asset Value per Ordinary Share. In order to ensure that is the case:

• * In respect of any New Ordinary Shares issued under the Placing Programme, the issue price will be set at a premium to the Net Asset Value per Ordinary Share sufficient at least to cover the costs and expenses that the Directors believe are applicable to that issue of the New Ordinary Shares, thereby avoiding any dilution of the Net Asset Value of the existing Shares.
• * In respect of an issue of C Shares:
• The costs and expenses that the Directors believe are attributable to the issue of C Shares will be paid out of the pool of assets attributable to the C Shares.
• The C Shares will convert into Ordinary Shares on a Net Asset Value for Net Asset Value basis.
• Prior to the conversion of C Shares into Ordinary Shares, the assets attributable to each class of Share will be maintained as separate pools and the Company's costs, expenses and liabilities arising during that period will be allocated to the pool to which they relate. General operating costs are expected to be borne pro-rata across the separate pools of assets.

The Prospectus in relation to the Placing Programme is expected to be published in November 2014. The Placing Programme will not be underwritten.

Conditional on Resolution 1 being passed at the General Meeting, the Directors will be authorised to issue up to 250,000,000 New Ordinary Shares and/or C Shares pursuant to the Placing Programme without having to first offer those Shares to existing Shareholders. Assuming only New Ordinary Shares are issued pursuant to the Placing Programme and the Placing Programme is fully subscribed, the New Ordinary Shares issued under the Placing Programme would represent 292 per cent. of the issued Ordinary Share capital of the Company as at the date of this Circular. Whilst 292 per cent. is higher than the disapplication of pre-emption rights authority ordinarily recommended by corporate governance best practice, the Directors believe that taking a larger than normal authority is justified in the present circumstances to provide the Company with flexibility to issue New Shares on an on-going basis in order to fund future acquisitions and to avoid the costs associated with having to obtain repeated smaller authorities.

Whilst the Placing Programme will be dilutive of existing Ordinary Shareholders' voting rights, the Directors believe this consideration is outweighed by the benefits of the Placing Programme.

The Placing Programme is conditional on:

• (a) Resolution 1 being passed at the General Meeting;
• (b) the publication of the Prospectus by the Company in relation to the offer of the New Shares.

In addition, any issue of New Shares under the Placing Programme will be conditional on (inter alia):

• (a) Admission of those New Shares at such time and on such date as the Company and others may agree in accordance with the Placing Agreement prior to the closing of the relevant Placing, not being later than the date that is 12 months after the date of publication of the Prospectus;
• (b) if a supplementary prospectus is required to be published in accordance with the FSMA, such supplementary prospectus being approved by the FCA and published by the Company in accordance with the Prospectus Rules; and
• (c) the Placing Agreement becoming otherwise unconditional in respect of that Placing, and not being terminated in accordance with its terms before the relevant Admission becomes effective.

If these conditions are not satisfied in respect of any Placing under the Placing Programme, the relevant issue of the New Shares will not proceed.

Assuming (i) only New Ordinary Shares are issued pursuant to the Placing Programme at an issue price of 105 pence per Share (being the mid-market price of the Ordinary Shares as at 8 October 2014, being the last practicable date prior to publication of this document;) and (ii) the Company issues 250,000,000 New Ordinary Shares (being the number of New Shares in respect of which the Board is seeking Shareholders' consent to disapply the pre-emption rights at the EGM), the Company would raise £262.5 million of gross proceeds from the Placing Programme.

Applications will be made for admission of the New Shares issued under the Placing Programme to the Official List (in the case of New Ordinary Shares application will be to the Premium Listing segment, and in the case of C Shares application will be to the Standard Listing segment of the Official List) and to trading on the main market of the London Stock Exchange. New Ordinary Shares, including any arising on conversion of C Shares, will rank pari passu in all respects with the existing Ordinary Shares. Both New Ordinary Shares and C Shares will be capable of being held in either certificated or uncertificated form.

The authority to allot the New Shares under the Placing Programme will lapse on the date falling 12 months after publication of the Prospectus, and the Directors' present intention is to utilise the authority in full during this 12 month period.

3. AMENDMENTS TO THE ARTICLES

Amendments to the C Share rights

At present, the Company only has Ordinary Shares in issue. The Articles allow the Company to issue both Ordinary Shares and C Shares, with the C Shares being designed to ensure that a new issue of Shares does not unfairly dilute returns which have accrued on the Ordinary Shares already in issue. The Company has identified certain scenarios where in certain circumstances the rights presently attaching to C Shares and set out in the Articles may not operate with the intended effect, and could therefore disadvantage the existing Ordinary Shareholders. Resolution 2 to be proposed at the EGM therefore seeks to make some technical changes to the rights attaching to the C Shares so as to remove that possibility, as follows:

• * Amending the definition of the ''Calculation Date'' so as to provide flexibility for the Directors to determine, at the time of any issue of C Shares, the most appropriate date for Conversion of that series of C Shares into Ordinary Shares (at present Conversion occurs either on a long-stop date of six months after issue or when 85% of the funds raised from the relevant C Share issue have been invested); and
• * Amending the Conversion Ratio so that it (i) takes into account any dividends declared by reference to a record date prior to Conversion but not yet paid; and (ii) treats both the C Shares and the Ordinary Shares as equity, notwithstanding that, for technical reasons, IFRS requires the C Shares to be accounted for as a liability of the Company.

Calculation Date

The Articles currently provide that the calculation of the Conversion Ratio for Conversion of C Shares into Ordinary Shares will take place on the earliest of:

• i. close of business on the date to be determined by the Directors after the day on which the Manager shall have given notice to the Directors that at least 85 per cent. of the Net Proceeds attributable to the relevant class of C Shares (or such other percentage as the Directors and Investment Adviser shall agree) shall have been invested; or
• ii. close of business on the date falling 6 calendar months after the allotment of the relevant class of C Shares or if such a date is not a Business Day the next following Business Day; or
• iii. close of business on the last Business Day prior to the day on which the Directors resolve that Force Majeure Circumstances (as defined in the Articles) have arisen or are imminent; or
• iv. close of business on such date as the Directors may determine.

The Directors believe that the most appropriate date for the Calculation Date for any class of C Shares will depend on, inter alia, when those C Shares are issued during the Company's financial year, the scale of the issue of those C Shares relative to the NAV of the existing Ordinary Shares, the intended timetable for payment of dividends on the existing Ordinary Shares, and the expected timeline for deployment of the funds raised from the relevant C Share issue. Accordingly, the Directors believe that a fixed long-stop date for the Calculation Date of six months after the relevant C Shares have been allotted may not always be appropriate and that the Directors should have the discretion to fix the Calculation Date for any particular series of C Shares at the time of issue of that series. It is therefore proposed to amend the definition in the Articles to provide the Directors with this discretion to fix the long-stop date.

Conversion Ratio

Conversion of C Shares to Ordinary Shares is done on an NAV to NAV basis. The Directors have been advised that, until Conversion, C Shares may require to be accounted for as a liability of the Ordinary Shares, as the number of Ordinary Shares arising on Conversion will not be known until the Conversion Ratio has been calculated as at the Calculation Date. In order that this liability is not included in the Conversion Ratio calculation (which would distort the calculation), it is proposed to amend the Conversion Ratio so that C Shares are treated as equity (in the same manner as the Ordinary Shares re so treated) and not a liability. It is also proposed to amend the Conversion Ratio so that it takes into account (to the extent not already taken into account) as a liability any dividends payable in respect of any period ending before the Conversion Date and declared by reference to a record date falling before the relevant Conversion Date.

Amendments to the Articles – proceedings of Directors

In order to prevent the Company being deemed to be tax-resident in the United Kingdom, its Articles contain provisions requiring meetings to be held in Guernsey. Due to recent changes in UK tax policy, the holding of Board meetings in the UK will not of itself result in the Company becoming tax resident in the UK. The Company therefore proposes to amend its Articles so as to allow it to hold Board meetings outside Guernsey. It remains the intention of the Directors that Board meetings will be held in Guernsey, and that the Board would only avail itself of the ability to hold them elsewhere if circumstances dictated that this was necessary and appropriate.

4. GENERAL MEETING

A General Meeting of the Company to consider and, if thought fit, approve the Proposals has been convened to be held at 11.30 am on 4 November 2014 at 1 Royal Plaza, St Peter Port, Guernsey, GY1 2HL. The notice convening the meeting is set out in Part 3 of this document. The Resolutions to be proposed at the General Meeting will be:

• i. a special resolution giving the Directors authority to allot up to 250,000,000 New Shares (which may be Ordinary Shares or C Shares) under the Placing Programme on a non-preemptive basis;
• ii. a special resolution amending the Articles with respect to the rights attaching to the C Shares amending the Calculation Date definition and Calculation Ratio; and
• iii. a special resolution amending the Articles with respect to the provisions relating to the holding of Board meetings in Guernsey.

You will find enclosed with this document a Form of Proxy for use at the General Meeting. This should be completed in accordance with the instructions thereon and returned as soon as possible and, in any event, so as to be received by Capita Asset Services, PXS, 34 Beckenham Road, Beckenham BR3 4TU not later than 11.30 am on 31 October 2014.

Alternatively, in respect of shares held in CREST appointment of proxies in relation to the General Meeting may be made by means of the CREST system, by following the instructions in note 10 on page 13, by means of a CREST proxy instruction transmitted not later than 11.30 am on 31 October 2014.

The return of a completed Form of Proxy or the electronic appointment of a proxy will not prevent a Shareholder from attending the General Meeting and voting in person, should he or she so wish.

5. GUERNSEY REGULATORY REQUIREMENTS

The Company is a registered closed-ended collective investment scheme registered pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended and the Registered Collective Investment Scheme Rules 2008 (the ''Rules'') issued by the GFSC. As part of the notification requirements under the Rules, notification of the Proposals will be notified to the GFSC as part of the annual notification pursuant to paragraph 6.02 of the Rules and the Prospectus will be filed with the GFSC pursuant to Part 5 of the Prospectus Rules 2008 issued by the GFSC.

6. DOCUMENTS AVAILABLE FOR INSPECTION

The following documents are available for inspection from the date of this document to closure of the General Meeting at the offices of NextEnergy Capital at 23 Hanover Square, London W1S 1JB and the place of the General Meeting from 9.00 a.m on the date of the General Meeting until its closure:

• a) the proposed new Articles containing the amendments set out in Resolutions 2 and 3;
• b) copies of the Directors' letters of appointment; and
• c) copies of this document.

Each of Shore Capital and Corporate Limited, Cantor Fitzgerald Europe, Shore Capital Stockbrokers Limited and Macquarie Capital (Europe) Limited has given and not withdrawn its consent to the inclusion of its name in this document, in the form and context in which it is included.

7. RECOMMENDATION

Your Directors consider that the Proposals are in the best interests of the Shareholders as a whole. Your Directors unanimously recommend Shareholders to vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of their own beneficial holdings which amount in total to 90,000 Ordinary Shares, representing approximately 0.1 per cent of the issued Ordinary Share capital of the Company as at 8 October 2014 (being the latest practicable date prior to the publication of this document).

Yours sincerely

Kevin Lyon Chairman

PART 2:

DEFINITIONS

The following terms have the following meanings throughout this document unless the context otherwise requires:

''Aggregate Group Debt''	the debt incurred by the Group and the Group's proportionate share of the outstanding third party borrowings of non-subsidiary companies in which the Group holds an interest
''Articles''	the articles of incorporation of the Company (as amended from time to time)
''Board'' or ''Directors''	the board of directors of the Company
''Business Day''	a day on which the London Stock Exchange and banks in Guernsey are normally open for business
''Calculation Date''	bears the meaning given in the Articles
''Company''	NextEnergy Solar Fund Limited
''Conversion''	bears the meaning given in the Articles
''Conversion Date''	bears the meaning given in the Articles
''Conversion Ratio''	bears the meaning given in the Articles
''C Shares''	redeemable convertible ordinary shares of no par value in the capital of the Company issued as ''C Shares'' and having the rights and being subject to the restrictions set out in the Articles
''Developer''	NextPower Development Limited
''FCA''	Financial Conduct Authority
''General Meeting''	the general meeting of the Company convened by the notice of meeting to be held on 4 November 2014 at 11:30 a.m. or any reconvened meeting following any adjournment thereof
''Gross Asset Value''	the aggregate of: (i) the fair value of the Group's underlying investments (whether or not subsidiaries) valued on an unlevered, discounted cashflow basis as described in the International Private Equity and Venture Capital Valuation Guidelines (latest edition December 2012); (ii) the Group's proportionate share of the cash balances and cash equivalents of Group companies and non-subsidiary companies in which the Group holds an interest; and (iii) the other relevant assets or liabilities of the Group valued at fair value (other than third party borrowings) to the extent not included in (i) and (ii) above
''Group''	the Company, NextEnergy Solar Holdings Limited and any other direct or indirect subsidiaries of either of them
''IPO''	the initial public offering of the Company whereby, on 25 April 2014, 85,600,000 Ordinary Shares were admitted to the premium segment of the Official List of the UKLA and to trading on the London Stock Exchange's main market for listed securities under the ticker ''NESF''
''London Stock Exchange''	London Stock Exchange plc
''Manager''	NextEnergy Capital IM Limited
''Net Asset Value'' or ''NAV''	the Gross Asset Value less the Aggregate Group Debt, and in the case of a per Share value the Net Asset Value attributable to that class divided by the number of Shares of that class in issue

''Net Issue Proceeds''	the gross issue proceeds, being the aggregate value of the New Shares issued pursuant to the Placing Programme, less the fees and expenses of the Placing Programme
''New Ordinary Shares''	new Ordinary Shares issued pursuant to the Placing Programme
''New Shares''	New Ordinary Shares and/or C Shares issued pursuant to the Placing Programme (as the case may be)
''Ordinary Shares''	redeemable ordinary shares of no par value in the capital of the Company
''Placing''	a placing and issue of New Shares pursuant to the Placing Programme
''Placing Programme''	the proposed programme of Placings of up to an aggregate of 250,000,000 New Shares, comprising Ordinary Shares and/or C Shares, as set out in the Prospectus
''Proposals''	the proposed Placing Programme and the proposed amendments to the Articles contemplated by the Resolutions and by this Circular
''Prospectus''	the prospectus in relation to the Placing Programme, which is expected to be published on or around 5 November 2014
''Revolving Credit Facility''	the £31.5 million Revolving Credit Facility pursuant to a Revolving Credit Facility agreement entered into between the Company and Macquarie Bank Limited (London Branch)
''Shareholder''	a registered holder of Ordinary Shares or C Shares (as applicable)
''Shares''	Ordinary Shares and/or C Shares

PART 3:

NEXTENERGY SOLAR FUND LIMITED

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a General Meeting of the Company will be held at 11.30 am on 4 November 2014 at 1 Royal Plaza, St Peter Port, Guernsey, GY1 2HL, Channel Islands to consider and, if thought fit, pass the following resolutions, which will be proposed as ordinary resolutions and special resolutions as indicated below:

SPECIAL RESOLUTIONS

• (1) THAT, in substitution for all existing authorities and powers conferred on the directors of the Company (the ''Directors'') in accordance with Article 7.7 of the Company's Articles of Incorporation (the ''Articles''), in accordance with Article 7.7 of the Articles the Directors be and are hereby generally and unconditionally authorised and empowered to exercise all the powers of the Company to allot equity securities (as defined in the Articles) for cash, as if the pre-emption rights in Article 7.2 of the New Articles did not apply to such allotment provided that such power is limited to the allotment and issue of up to 250,000,000 new shares in the capital of the Company (being either C shares or ordinary shares, at the election of the Company), under the Company's Placing Programme which is the subject of the Company's prospectus (the ''Prospectus'') expected to be published on or around 5 November 2014; and the authority conferred by this resolution shall expire 12 months from the publication of the Prospectus; save that the Directors may make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such offer or agreement as if the authority conferred hereby had not expired.
• (2) THAT the Articles of Incorporation of the Company be amended as follows:
• (A) by the deletion of paragraph (b) in the definition of ''Calculation Date'' in Article 2 and the insertion in its place of the following new paragraph (b):

''the close of business on the Business Day at the end of such period after allotment of the relevant class of C Shares or on such specific date; in each case, as shall be determined by the Directors for that particular class of C Shares and as shall be stated in the terms of issue of the relevant class of C Share''

(B) by the deletion of the existing definition of ''Conversion Ratio'' and its replacement with the following new definition:-

''Conversion Ratio'' is the ratio of the Net Asset Value per C Share of the relevant class of C Share to the Net Asset Value per Share of the corresponding class, which is calculated to 6 decimal places as at the Calculation Date as:

$$
Conversion Ratio = \frac{A}{B}
$$

where:

$$
A = \frac{(C - d) - D}{E}
$$
$$
B = \frac{(F - d) - G}{H}
$$

where:

''C'' is the value of the investments of the Company attributable to the C Shares of the relevant class calculated in accordance with the accounting principles adopted by the Company from time to time (as if that class was equity);

''D'' is the amount (to the extent not otherwise deducted from the assets attributable to the C Shares of the relevant class on the Calculation Date) which, in the Directors' opinion, fairly reflects the amount of the liabilities of the Company attributable to the C Shares of the relevant class on the Calculation Date;

''E'' is the number of C Shares of the relevant class in issue on the Calculation Date;

''F'' is the value of the investments of the Company attributable to the Ordinary Shares calculated in accordance with the accounting principles adopted by the Company from time to time;

''G'' is the amount (to the extent not otherwise deducted in the calculation of F) which, in the Directors' opinion, fairly reflects the amount of the liabilities of the Company attributable to the Ordinary Shares on the Calculation Date.

Notwithstanding the accounting treatment of the C Shares as a liability of the Company, for the purposes of calculating the Conversion Ratio (and in particular G), the C Shares will be treated as a class of equity issued by, and not a liability of, the Company;

''H'' is the number of Ordinary Shares in issue on the Calculation Date (excluding any Ordinary Shares of the relevant class held in treasury); and

''d'' is, to the extent not already taken into account in D or G (as appropriate) the amount of any dividend payable in respect of any period ending before the Conversion Date and payable by reference to a record date falling on or prior to the Conversion Date;

provided that the Directors shall make such adjustments to the value or amount of A and B as the Auditors shall report to be appropriate having regard among other things, to the assets of the Company immediately prior to the date on which the Company first receives the net proceeds relating to the C Shares of the relevant class and/or to the reasons for the issue of the C Shares of the relevant class.

• (3) THAT the Articles of Incorporation of the Company be amended as follows:
• (A) By the deletion of the words ''and such local board or committee shall in any case meet outside the United Kingdom'' from the first sentence in Article 33.3;
• (B) By the deletion of the words ''(not resident in the United Kingdom)'' from the second sentence of Article 33.4(a);
• (C) By the deletion of the final sentence in Article 36.1;
• (D) By the deletion of the words ''physically present in the United Kingdom'' in the fourth sentence of Article 36.2, and of the proviso at the end of Article 36.2;
• (E) By the deletion of the second and third sentences of Article 36.7;
• (F) By the deletion of the last sentence of Article 36.9.

BY ORDER OF THE BOARD

IPES (Guernsey) Limited Company Secretary Dated: 8 October 2014

Registered Office: 1 Royal Plaza Royal Avenue St Peter Port Guernsey GY1 2HL

Notes:

• 1. Members who want to attend and vote should either attend in person or appoint a proxy or corporate representative. A member is entitled to appoint one or more proxies to exercise all or any of his/her rights to attend, speak and vote at the meeting and any adjournment(s) thereof. A member may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attaching to a different share or shares held by him/her. A proxy need not be a member of the Company.
• 1. A proxy can be appointed by completing a personalised proxy form in paper or electronic form or through the CREST electronic proxy appointment service.
• 1. A paper form of proxy is enclosed. Please read carefully the instructions on how to complete the form. To be effective, a duly completed paper proxy form, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or other authority, must be received by Capita Asset Services at PXS, 34 Beckenham Road, Beckenham BR3 4TU not later than 11:30 am on 31 October 2014.
• 1. The appointment of a proxy does not preclude a member from subsequently attending and voting at the meeting in person if he/she so wishes.
• 1. Any person to whom this notice is sent who is a person nominated 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 in paragraphs 1 to 5 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.
• 1. A copy of this notice and further information about the Meeting can be found at the website of the Company www.nextenergysolarfund.com.
• 1. Only those shareholders registered in the register of members of the Company as at 6pm on 31 October 2014 or, in the event that the meeting is adjourned, in such register 48 hours before the time of the adjourned meeting, shall be entitled to attend or vote at the meeting in respect of the number of shares registered in their names at the relevant time. Changes to entries after the relevant time will be disregarded in determining the rights of any person to attend or vote at the meeting.
• 1. As at 8 October 2014 (being the last business day prior to the publication of this Notice) the Company's issued share capital consists of 85,600,000 ordinary shares carrying one vote each. Therefore, the total voting rights in the Company as at 8 October 2014 are 85,600,000. There are no treasury shares.
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so 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, should refer to their CREST sponsor or voting service provider who will be able to take the appropriate action on their behalf.

In order for a proxy appointment 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 & Ireland Limited's specifications and must contain the information required for such instructions, as specified in the CREST Manual (available via http://www.euroclear.com/CREST). 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 agent (ID RA10) not later than the time stated in Note 3 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change in instructions to proxies appointed though CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland 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 to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. Reference should be made to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertified Securities Regulations 2001.

• 1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
• 1. Any member attending the meeting has the right to ask questions. The Company has to answer any questions raised by members at the meeting which relate to the business being dealt with at the meeting unless:
• * to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information
• * the answer has already been given on a website in the form of an answer to a question, or
• * it is undesirable in the interests of the company or the good order of the meeting to answer the question.
• 1. The following documents are available for inspection at the place of the General Meeting from 9:00 am on the date of the General Meeting until its closure and also at the offices of NextEnergy Capital at 23 Hanover Square, London W1S 1JB:
• (a) the proposed new Articles containing the amendments set out in the Resolutions;
• (b) copies of the Directors' letters of appointment; and
• (c) copies of this document.