NextEnergy Solar Fund Ltd.

AGM Information • Aug 20, 2025

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date: 2025-08-20 13:47:00+00:00
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NextEnergy Solar Fund Limited Announces Results of Annual General Meeting held on 20 August 2025

Full text of the resolutions and summary of the results

Ordinary Business

To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

1. To receive and consider the annual report and financial statements of the Company for the year ended 31 March 2025, together with the reports of the Directors and auditor contained therein.
2. To approve the Directors’ remuneration report for the year ended 31 March 2025 contained within the annual report and financial statements of the Company for the year ended 31 March 2025.
3. To approve the Company’s dividend policy.
4. To re-elect Paul Le Page as a Director of the Company.
5. To re-elect Josephine Bush as a Director of the Company.
6. To re-elect Jo Peacegood as a Director of the Company.
7. To re-elect Caroline Chan as a Director of the Company.
8. To re-appoint KPMG Channel Islands Limited as auditor of the Company to hold office until the conclusion of the next annual general meeting of the Company.
9. To authorise the Directors to set the remuneration of the auditor.

Special Resolutions

To consider and, if thought fit, pass the following resolutions as special resolutions:

1. That, in accordance with article 7.7 of the Articles, the Directors be and are hereby generally and unconditionally authorised pursuant to the Articles to allot and issue (or sell treasury shares) up to such number of Ordinary Shares as shall be equivalent to 10% of the aggregate number of Ordinary Shares in issue (excluding treasury shares) at the date of passing of this resolution as if the pre-emption rights in article 7.2 of the Articles do not apply to such allotment and issue (or sale). This authority shall expire at the conclusion of the annual general meeting of the Company to be held in 2026 (unless renewed, varied or revoked by the Company prior to or on such date), save that the Company may, before such expiry, make any offer or agreement which would or might require Ordinary Shares to be allotted or issued (or treasury shares to be sold) after such expiry and the Directors may allot and issue Ordinary Shares (or sell treasury shares) in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.
2. That, conditional on the passing of Resolution 10 and in addition to the authority granted thereunder, in accordance with article 7.7 of the Articles, the Directors be and are hereby generally and unconditionally authorised pursuant to the Articles to allot and issue (or sell treasury shares) up to such number of Ordinary Shares as shall be equivalent to 10% of the aggregate number of Ordinary Shares in issue (excluding treasury shares) at the date of passing of this resolution as if the pre-emption rights in article 7.2 of the Articles do not apply to such allotment and issue (or sale). This authority shall expire at the conclusion of the annual general meeting of the Company to be held in 2026 (unless renewed, varied or revoked by the Company prior to or on such date), save that the Company may, before such expiry, make any offer or agreement which would or might require Ordinary Shares to be allotted or issued (or treasury shares to be sold) after such expiry and the Directors may allot and issue Ordinary Shares (or sell treasury shares) in pursuance of any such offer or agreement as if the authority conferred hereby had not expired.
3. That the Company be and is hereby generally and unconditionally authorised in accordance with section 315 of the Companies (Guernsey) Law, 2008, as amended, (the “Law”) to make market purchases (as defined in section 316 of the Law) of Ordinary Shares (which may be cancelled or held as treasury shares), provided that:
4. the maximum number of Ordinary Shares hereby authorised to be purchased is 14.99% of the total number of Ordinary Shares in issue (excluding treasury shares) as at the date of the passing of this resolution;
5. the minimum price (exclusive of expenses) which may be paid for any Ordinary Share shall be 1p; and
6. the maximum price (exclusive of expenses) that the Company may pay for any Ordinary Share is the higher of (a) an amount equal to 105% of the average of the mid-market quotations for the Ordinary Shares as derived from the Daily Official List of London Stock Exchange plc for the five business days immediately before the day on which such Ordinary Share is contracted to be purchased and (b) an amount equal to the higher of the price of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out;

and, unless renewed, the authority hereby conferred shall expire at the conclusion of the annual general meeting of the Company to be held in 2026, save that the Company, may, prior to such expiry, enter into a contract to purchase Ordinary Shares which will or may be completed or executed wholly or partly after such expiry.

Special Business - Discontinuation Vote

1. Discontinuation Vote: That the Company ceases to continue in its present form.

						---	---	---	---		Summary Totals					NextEnergy Solar Fund Limited

Resolution	For		Against		Withheld
No. of votes	%	No. of votes	%	No. of votes
Resolution 1	314,043,509	99.88	388,495	0.12	432,522
Resolution 2	295,050,085	93.98	18,913,924	6.02	900,517
Resolution 3	313,913,684	99.81	582,101	0.19	368,741
Resolution 4	295,766,228	94.22	18,133,197	5.78	965,101
Resolution 5	295,685,750	94.20	18,206,813	5.80	971,963
Resolution 6	289,654,565	94.08	18,216,422	5.92	6,993,539
Resolution 7	295,674,139	94.19	18,250,936	5.81	939,451
Resolution 8	295,972,189	94.26	18,021,731	5.74	870,606
Resolution 9	296,408,080	94.40	17,589,813	5.60	866,633
Resolution 10*	293,477,960	93.50	20,411,318	6.50	975,248
Resolution 11*	293,375,368	93.48	20,478,918	6.52	1,010,240
Resolution 12*	314,002,745	99.79	646,499	0.21	215,282
Resolution 13*	37,950,668	12.17	273,935,913	87.83	2,977,945

*indicates a Special Resolution