Pre-Annual General Meeting Information • May 1, 2025
Pre-Annual General Meeting Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or what action you should take, you should consult your stockbroker, bank manager, solicitor or other appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, another appropriately authorised independent financial adviser.
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If you have sold or otherwise transferred all of your ordinary shares of one penny each in the capital of the Company ("Ordinary Shares"), please send this document and any accompanying documents at once to the purchaser or transferee or to the stockbroker, bank or other agent through or by whom the sale or transfer was effected, for onward delivery to the purchaser or transferee. However, these documents should not be forwarded or sent in, into or from the United States, Canada, Australia, New Zealand, Japan, the Republic of Ireland or South Africa or any other state or jurisdiction in which release, publication or distribution would be unlawful and therefore persons into whose possession this document and/or any accompanying documents come should inform themselves about and observe any applicable requirements. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. If you have sold or transferred only part of your holding of Ordinary Shares you should retain this document and any accompanying documents and contact the stockbroker, bank or other agent through or by whom the sale or transfer was effected immediately.
(Incorporated in England and Wales, registered number 13324616)
Notice of the Annual General Meeting of the Company to be held at 2.00 p.m. on 28 May 2025 at the offices of CMS Cameron McKenna Nabarro Olswang LLP located at Cannon Place, 78 Cannon Street, London EC4N 6AF is set out at the end of this document. Whether or not you intend to be present at the Annual General Meeting you are urged to complete and return the Form of Proxy electronically, in accordance with the instructions set out in the notes to the Notice of Annual General Meeting, as soon as possible and in any event by no later than 2.00 p.m. on 23 May 2025.
The distribution of this document and/or any accompanying documents in jurisdictions other than the United Kingdom may be restricted by law and therefore persons who come into possession of this document and/or any accompanying documents should inform themselves and observe such restrictions. Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in their relevant jurisdiction without delay.
Any failure to comply with such restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. The Notice of Annual General Meeting and the Form of Proxy will be submitted to the National Storage Mechanism and shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at https://www.aquila-energy-efficiency-trust.com.
(Incorporated in England and Wales with registered number 13324616) (Registered as an investment company under section 833 of the Companies Act 2006)
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Miriam Greenwood OBE DL 4th Floor Nicholas Bliss 140 Aldersgate Street David Fletcher London Janine Freeman EC1A 4HY
28 April 2025
Dear Shareholder,
I am writing to you to give you notice for the Annual General Meeting ("AGM") of the Company to be held at 2.00 p.m. on 28 May 2025. The Company launched in June 2021 and is a closed-ended UK investment trust whose Ordinary Shares are admitted to trading on the Premium List of the Main Market of the London Stock Exchange.
As you will be aware, the Company is being managed in accordance with the "Managed Run-Off Resolution" as approved by shareholders at the annual general meeting of the Company held on 14 June 2023 (the "Managed Run-Off").
We are calling an AGM for 28 May 2025 in order to comply with the statutory requirement to hold the AGM by 30 June 2025. At this AGM, resolutions will be put forward to (i) receive the Company's annual report and accounts for the period ended 31 December 2024, with the reports of the directors and auditors thereon (the "Annual Report"); (ii) to approve the directors' remuneration policy and implementation report included in the Annual Report; (iii) to re-elect each director of the Company; (iv) to re-appoint PricewaterhouseCoopers LLP as auditors to the Company (the "Auditors") and authorise the directors to fix their remuneration until the conclusion of the next AGM of the Company; (v) to give authority for the Company to purchase its own shares; and, (vi) to authorise calling general meetings (other than AGMs) on 14 clear days' notice.
Further explanations of the resolutions are set out below.
Formal notice of the AGM, to be held at 2.00 p.m. on 28 May 2025 at the offices of CMS Cameron McKenna Nabarro Olswang LLP located at Cannon Place, 78 Cannon Street, London EC4N 6AF is included with this letter.
It is important to the Company that holders of Ordinary Shares ("Shareholders") have the opportunity to vote even if they are unable to attend the AGM. Whether or not you propose to attend the AGM in person, you are requested to complete the Form of Proxy and submit it to the Company's Registrars Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY so that it arrives no later than 2.00 p.m. on 23 May 2025. Alternatively, you can vote by logging on to www.investorcentre.co.uk/eproxy. If you hold your shares in CREST, you may appoint a proxy or proxies by completing and transmitting a CREST Proxy Instruction using the procedures described in the CREST Manual as soon as possible and so that the instruction is received by no later than 2.00 p.m. on 23 May 2025.
The submission of your proxy instructions using one of the methods described in the Notes to the Notice of Annual General Meeting on pages 9 to 11 of this document will not affect your right to attend and vote in person at the Annual General Meeting if you wish.
Shareholders are reminded that, if their Ordinary Shares are held in the name of a nominee, only that nominee or its duly appointed proxy can be counted in the quorum at the Annual General Meeting.
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The Board of directors of the Company (the "Board" or "Directors") considers the resolutions to be proposed at the AGM as set out in the notice at the end of this document, to be in the best interests of Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of all of the resolutions to be proposed at the AGM, as Directors intend to do in respect of their own beneficial holdings, amounting to 86,901 shares representing approximately 0.10 per cent of the issued share capital of the Company as at the date of this document.
Yours faithfully
Miriam Greenwood OBE DL Chair
28 April 2025
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This resolution seeks Shareholder approval to receive the Annual Report of the Directors and the Auditors.
This resolution is an advisory vote on the Directors' Remuneration Report, which may be found within the Annual Report at page 44 and which gives details of the Directors' remuneration for the year ended 31 December 2024, excluding any content relating to the remuneration policy.
This is a binding resolution to approve the Directors' Remuneration Policy, which may be found within the Annual Report at page 43 and which sets out the Company's forward-looking policy on Directors' remuneration. The Directors' Remuneration Policy will next be submitted to Shareholders no later than the annual general meeting in 2028.
In line with the UK Corporate Governance Code 2024, all Directors of the Company will retire and will be proposed for re-election at the AGM. Resolutions 5 to 8 seek approval to re-elect Miriam Greenwood OBE DL, Nicholas Bliss, David Fletcher and Janine Freeman. The business knowledge, skills and experience of the Directors are as follows:
l Miriam Greenwood OBE DL – Appointed on 19 April 2021 as a Director of the Company.
With qualifications as a barrister and in corporate finance, Miriam spent more than 30 years working for a number of leading investment banks and other financial institutions. In previous roles, she served as a non-executive director of the UK energy regulator OFGEM and on the board of a number of publicly quoted companies and was also a founding partner of SPARK Advisory Partners, an independent corporate advisory business.
Miriam is currently chair of ESP Utilities Group Ltd, senior independent director of Canopius Group Limited, a non-executive director of Canopius Managing Agents, Encyclis Holdco Limited and Liontrust Asset Management plc, and an adviser to the Mayor of London's Energy Efficiency Fund.
A Deputy Lieutenant of the City of Edinburgh, Miriam was awarded an OBE for services to corporate finance in 2000.
l David Fletcher – Appointed on 29 April 2022 as a Director of the Company.
David was Group Finance Director of Stonehage Fleming Family & Partners, a leading independently owned multi-family office, having joined in 2002. Prior to that, he spent 20 years in investment banking with JPMorgan Chase, Robert Fleming & Co. and Baring Brothers & Co Limited, latterly focused on financial services in the UK (asset management and life insurance). He started his career with Price Waterhouse and is a chartered accountant. He is the chair of JPMorgan Claverhouse Investment Trust plc. He is also a director and Audit Committee Chairman at Ecofin US Renewables Infrastructure Trust plc. David is a graduate of Oxford University.
l Nicholas Bliss – Appointed on 9 April 2021 as a Director of the Company.
Nicholas established and led the global infrastructure and transport sector group at the international law firm Freshfields Bruckhaus Deringer LLP where he was a partner for over 20 years and also served on the Partnership Council, the supervisory board of the firm. During this period he led on mandates involving some of the most notable infrastructure projects across the UK, Europe, Africa and the Gulf. In particular, he was heavily involved in the development and application of PFI, PPP and other project finance techniques to the delivery of major infrastructure projects. Since leaving Freshfields, he has developed an expertise in both advising and acting as an independent director in "distressed situations" at SPV corporates owned by infrastructure funds or industrials. Among his other engagements, he is Of Counsel at Chatham Partners LLP, a Hamburg based infrastructure/energy/real estate "boutique" law firm.
Janine Freeman is an experienced, senior energy industry executive and Non-executive Director with over 20 years in the energy industry. Driving investment in clean energy infrastructure has been her primary focus for much of that time. Janine is currently a Non-executive Director and Audit and Risk Committee Chair at Harmony Energy Income Trust plc, a non-executive director of Phoenix Technologies Holdings Limited and Executive Chair at Intelligent Resource Management Ltd. Previously, Janine was a Director at PwC within the Deals team, where she led on Net Zero Investment Strategy & Deals. At National Grid plc, where Janine spent 16 years, she was a member of the UK Executive Committee and the GB Electricity System Operator Executive Committee. Janine achieved her Chartered Accountancy qualification (ACA) at Deloitte & Touche in London.
These resolutions relate to the re-appointment and remuneration of the Auditor. The Company, through its Audit and Risk Committee, has considered the independence and objectivity of the Auditor and is satisfied that the Auditor is independent. Further information in relation to the assessment of the existing Auditor's independence can be found in the Annual Report on page 50.
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This resolution replaces the authority given at last year's annual general meeting for the Company to make market purchases of its own Ordinary Shares as permitted by the Companies Act 2006. The Directors recommend that an authority to purchase up to a maximum of 12,207,596 Ordinary Shares, representing approximately 14.99 per cent. of Ordinary Shares in issue as at 25 April 2025 (being the latest practicable date prior to the publication of the Notice of Annual General Meeting) subject to the condition that not more than 14.99 per cent. of the Ordinary Shares in issue, excluding treasury shares, at the date of the AGM are purchased, be granted. Any Ordinary Shares purchased will either be cancelled or, if the Directors so determine, held in treasury. At the date of this document, the Company did not hold any shares in treasury.
The price per Ordinary Share that the Company may pay is set at a minimum amount of the nominal value of each Ordinary Share and a maximum amount of the higher of: (i) 105 per cent. of the average of the previous five business days' middle market prices as derived from the Daily Official List of the London Stock Exchange; and (ii) the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid for an Ordinary Share on the trading venue where the purchase is carried out. Unless otherwise authorised by Shareholders, Ordinary Shares will not be issued at less than NAV and any Ordinary Shares held in treasury will not be sold at less than NAV.
This authority would continue to provide flexibility in the management of the Company's capital resources, including as part of the Managed Run-Off. The Directors will only exercise this authority if the Directors believe that such exercise would be likely to achieve the best balance for Shareholders between maximising the value received from the Company's assets and making timely returns of capital to Shareholders.
The minimum notice period for general meetings of the Company is 21 days unless Shareholders approve a shorter period for general meetings (other than an annual general meeting), which cannot be less than 14 clear days. The Board believes that it is in the best interests of Shareholders of the Company to have the ability to call meetings on 14 clear days' notice on matters requiring urgent approval. The Board will therefore propose resolution 11 at the AGM to approve the reduction in the minimum notice period from 21 to 14 clear days for all general meetings other than annual general meetings.
Once approval is granted, the approval would be effective until the Company's next AGM, when it is intended that a similar resolution will be proposed. In accordance with the Companies (Shareholders' Rights) Regulation 2009, the Company will offer the Shareholders the ability to vote by electronic means. This facility will be accessible to all Shareholders, should the Board call a general meeting at 14 clear days' notice. Short notice will only be used by the Board under appropriate circumstances.
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Notice is hereby given that the 2025 Annual General Meeting of Aquila Energy Efficiency Trust PLC (the "Company") will be held at 2.00 p.m. on 28 May 2025 at the offices of CMS Cameron McKenna Nabarro Olswang LLP located at Cannon Place, 78 Cannon Street, London EC4N 6AF (the "AGM") to consider and if thought fit pass the following resolutions of which resolutions 1 to 9 will be proposed as ordinary resolutions and resolutions 10 and 11 will be proposed as special resolutions:
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Sinead van Duuren 4th Floor for Apex Listed Companies Services (UK) Limited 140 Aldersgate Street Company Secretary London
EC1A 4HY
28 April 2025
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A company incorporated in England and Wales or Northern Ireland should execute the Form of Proxy under its common seal or otherwise in accordance with Section 44 of the Companies Act 2006 or by signature on its behalf by a duly authorised officer or attorney whose power of attorney or other authority should be enclosed with the Form of Proxy.
On completing the Form of Proxy, sign it and return it to Computershare at the address shown on the Form of Proxy in the envelope provided. As postage has been pre-paid no stamp is required.
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 instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or 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: 3RA50) by the latest time(s) for receipt of proxy appointments specified in the notice of meeting.
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 of instructions to a proxy's appointee through 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 & 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 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.
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.All messages relating to the appointment of a proxy or an instruction to a previously appointed proxy, which are to be transmitted through CREST, must be lodged at 2.00 p.m. on 23 May 2025 in respect of the meeting. Any such messages received before such time will be deemed to have been received at such time. In the case of an adjournment, all messages must be lodged with Computershare no later than 48 hours before the rescheduled meeting.
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In the case of a member which is a company, the revocation notice must be executed under its common seal or otherwise in accordance with section 44 of the Companies Act 2006 or by signature on its behalf by an officer or attorney whose power of attorney or other authority should be included with the revocation notice.
Once a proxy has been lodged, it can be amended up to the meeting. If you attempt to revoke your proxy appointment but the revocation is received after the time specified in note 6 above then, subject to the paragraph directly below, your proxy will remain valid.
Completion of a Form of Proxy will not preclude a member from attending and voting in person. If you have appointed a proxy and attend and vote at the meeting in person, your proxy appointment will be automatically terminated.
If you submit more than one valid proxy appointment in respect of the same Ordinary Shares, the appointment received last before the latest time for receipt of proxies will take precedence.
If you are a person who has been nominated under section 146 of the Companies Act 2006 to enjoy information rights:
l You may have a right under an agreement between you and the member of the Company who has nominated you to have information rights ("Relevant Member") to be appointed or to have someone else appointed as a proxy for the meeting.
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You may not use any electronic address provided either in this notice of AGM or in any related documents (including the Form of Proxy for this meeting) to communicate with the Company for any purposes other than those expressly stated.
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