Bluefield Solar Income Fund Limited

Proxy Solicitation & Information Statement • Oct 26, 2015

BLUEFIELD SOLAR INCOME FUND LIMITED

(A registered closed-ended investment company incorporated in Guernsey with limited liability and with registered number 56708 hereinafter referred to as the "Company")

FORM OF PROXY

An Extraordinary General Meeting of the Company is to be held at Lefebvre Place, Lefebvre Street, St Peter Port, Guernsey, on Tuesday 17 November 2015 at 10.05 am (or, if later, as soon as practicable following the conclusion of the Company's Annual General Meeting convened for the same day).

Name of Registered Shareholder

I/We hereby appoint the Chairman of the Meeting and/or a representative of Heritage International Fund Managers Limited or ________________________________________ to be my/our proxy (see note 2 over) to attend, speak and vote on my/our behalf at the Extraordinary General Meeting of the Company to be held on Tuesday 17 November 2015 at 10.05 am (or, if later, as soon as practicable following the conclusion of the Company's Annual General Meeting convened for the same day) or at any adjournment thereof.

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

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

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

RESOLUTIONS	FOR	AGAINST	WITHHELD

SPECIAL RESOLUTION

THAT the Directors be and are hereby authorised to allot,
issue and/or sell equity securities for cash as if article 6.2
of the Articles did not apply to any such allotment, issue
and/or sale, provided that this power shall be limited to
the allotment, issue and/or sale as described in the
Prospectus of up to an aggregate number of 250 million
New Ordinary Shares (or Ordinary Shares out of treasury)
and/or C Shares in connection with the Initial Placing and
Offer and the Placing Programme and shall expire on 21
October 2016 (unless previously renewed, varied or
revoked by the Company in a general meeting), save that
the Company shall be entitled to make offers or
agreements before the expiry of such power which would
or might require equity securities to be allotted and issued
after such expiry and the Directors shall be entitled to
allot and issue equity securities pursuant to any such offer
or agreement as if the power conferred hereby had not
expired.

Signature: ______________________________ Date: ____________

Notes:

• 1. Only holders of Ordinary Shares, or their duly appointed representatives, are entitled to attend, speak and vote at the meeting provided that all calls due from him/her in respect of his/her Ordinary Shares have been paid. A member so entitled may appoint one or more proxies to attend, speak and vote instead of him. The proxy need not be a member of the Company but must attend the meeting to represent you.
• 1. You may appoint one or more proxies provided each proxy is appointed to exercise rights attached to different Ordinary Shares. You may not appoint more than one proxy to exercise rights attached to any one Ordinary Share. If you require any proxy, other than the Chairman of the Extraordinary General Meeting, delete the words "the Chairman of the Extraordinary General Meeting or", add the name of the proxy you wish to appoint and initial the alteration. The proxy need not be a member of the Company and is entitled to speak and vote on any other business which may properly come before the meeting. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of Ordinary Shares in relation to which he or she is authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting entitlement.
• 1. Where multiple proxies have been appointed to exercise rights attached to different Ordinary Shares, on a show of hands those proxy holders taken together will collectively have the same number of votes as the shareholder who appointed them would have on a show of hands if he were present at the meeting. On a poll, all or any of the rights of the shareholder may be exercised by one or more duly appointed proxies. To appoint more than one proxy (an) additional Form(s) of Proxy may be obtained by contacting Capita Asset Services on 0871 664 0300 (calls cost 12 pence per minute plus network extras, lines are open 9:00 am to 5:30 pm Monday to Friday) or on +44 208 639 3399 (if calling from outside the UK), or you may copy this form. Please indicate in the box next to the proxy holder's name the number of Ordinary Shares in relation to which he or she is authorised to act as your proxy (which, in aggregate, should not exceed the number of Ordinary Shares held by you). Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions given by you. All hard copy Forms of Proxy must be signed and should be returned together in the same envelope.
• 1. To change your proxy instructions simply submit a new Form of Proxy using the methods set out above.
• 1. The "Vote Withheld" option on the Form of Proxy is provided to enable you to abstain on any particular resolution. However, a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" a resolution.
• 1. A corporation must execute the Form of Proxy under its common seal or by the hand of a duly authorised officer or attorney or any other person authorised to sign on its behalf.
• 1. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the register of members in respect of the joint holding (the first-named being the most senior).
• 1. If this Form of Proxy is returned without any indication as to how the person appointed proxy shall vote, he/she will exercise his/her discretion as to how he/she votes or whether he/she abstains from voting.
• 1. To be effective, the instrument appointing a proxy (together with any power of attorney or other authority under which it is executed or a duly certified copy of such power) must be sent to Capita Asset Services: PXS 1, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, no later than 10.05 a.m. on Friday 13 November 2015, or not less than 48 hours before (excluding weekends and bank holidays) the time for holding any adjourned meeting, as the case may be. Completion and return of a Form of Proxy will not preclude a member from attending, speaking and voting in person at the meeting. If you have appointed a proxy and attend the meeting in person, your proxy appointment will automatically be terminated.
• 1. In order to revoke a proxy instruction, you will need to inform the Company in writing and in accordance with the steps set out at note 4 to the Notice of the Extraordinary General Meeting, which accompanies this Form of Proxy.
• 1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Extraordinary General Meeting to be held on Tuesday 17 November 2015 at 10.05 a.m. (or, if later, as soon as practicable following the conclusion of the Company's Annual General Meeting convened for the same day) and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.