PREMIER MITON GLOBAL RENEWABLES TRUST PLC — Proxy Solicitation & Information Statement 2010

Nov 22, 2010

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take or about the contents of this document, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if outside the United Kingdom, another appropriately authorised independent financial adviser.

If you sell or have sold or otherwise transferred all of your holding in Premier Energy and Water Trust PLC ("PEWT"), please forward this document, together with the Forms of Proxy, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. If you have sold or transferred or otherwise disposed of only part of your holding in PEWT, you should retain this document and enclosures and consult the stockbroker, bank or other agent through whom the sale, transfer or disposal was effected.

PREMIER ENERGY AND WATER TRUST PLC

(Incorporated in England and Wales with registered number 4897881)

Authority to issue

up to 6,500,000 New PEWT Ordinary Shares and up to 8,100,000 New PEWT ZDP Shares in connection with the reconstruction of Premier Renewable Energy Fund Limited

Amendments to the Articles of Association

and

Notices of Shareholder Meetings

Notices of the separate class meeting of the PEWT ZDP Shareholders and of the General Meeting of PEWT, all to be held at One London Wall, London EC2Y 5AB at 2.45 p.m. and 3.00 p.m. respectively on Wednesday, 15 December 2010, are set out on pages 19 to 23 of this document. To be valid, the relevant Forms of Proxy for use at such meetings, which are enclosed with this document, must be completed and returned in accordance with the instructions printed on them so as to be received by Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU not later than 48 hours before the time appointed for holding the relevant meeting. If you hold your shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Capita Registrars so that it is received by no later than 48 hours before the time appointed for holding the relevant meeting. The return of a Form of Proxy or CREST Proxy Instruction will not prevent you from attending the relevant meeting and voting in person if you wish to do so.

This document does not constitute, and may not be used for the purposes of, an offer or invitation to sell, or issue or the solicitation of an offer to purchase or subscribe for, New PEWT Shares. This document is not a prospectus and investors should not subscribe for or otherwise acquire any New PEWT Shares except on the basis of the information contained in the Prospectus which will be issued in due course. No action has been taken by PEWT that would permit an offer of New PEWT Shares or the possession or distribution of this document, or any other offering or publicity material in any jurisdiction where action for that purpose is required. In particular, the New PEWT Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

22 November 2010

CONTENTS

		Page
ACTION TO BE TAKEN		2
EXPECTED TIMETABLE		3
PART 1 LETTER FROM THE CHAIRMAN		4
PART 2 PRINCIPAL ASSUMPTIONS		13
PART 3 DEFINITIONS		14
NOTICE OF SEPARATE CLASS MEETING OF PEWT ZDP SHAREHOLDERS
NOTICE OF GENERAL MEETING		21
ACTION TO BE TAKEN
PEWT ZDP SHAREHOLDERS
To vote:
At the Class Meeting	➡	Complete and return the Blue Form of Proxy or send a CREST Proxy Instruction
At the General Meeting	➡	Complete and return the White Form of Proxy or send a CREST Proxy Instruction
PEWT ORDINARY SHAREHOLDERS
To vote:
At the General Meeting	➡	Complete and return the White Form of Proxy or send a CREST Proxy Instruction

EXPECTED TIMETABLE

Event	Time and Date(1)(2)
Interim Dividend Record Date(4)	Close of business on Friday, 3 December
Last time and date for receipt of Letters of Direction for PEWT Shareholders in the Premier ISA Scheme	10.00 a.m. on Wednesday, 8 December
Last time and date for receipt of Forms of Proxy and CREST Proxy Instructions for:
(a) Class Meeting of PEWT ZDP Shareholders	2.45 p.m. on Monday, 13 December
(b) General Meeting(3)	3.00 p.m. on Monday, 13 December
Class Meeting of PEWT ZDP Shareholders	2.45 p.m. on Wednesday, 15 December
General Meeting	3.00 p.m. on Wednesday, 15 December
Interim Dividend Payment Date(4)	Friday, 31 December

Notes:

• (1) References to times above and in this document generally are to London times unless otherwise specified.
• (2) All times and dates in the expected timetable and in this document may be adjusted by PEWT. Any changes in the timetable will be notified via an RIS.
• (3) If later, immediately following the conclusion of the Class Meeting of PEWT ZDP Shareholders.
• (4) References to the Interim Dividend Record Date and the Interim Dividend Payment Date are to the respective record date and payment date of the third interim dividend declared in the Chairman's letter.

PART 1

LETTER FROM THE CHAIRMAN

PREMIER ENERGY AND WATER TRUST PLC

(incorporated in England and Wales under the Companies Act 1985 with registered number 4897881) (an investment company under section 833 of the Companies Act 2006)

Geoffrey Burns (Chairman) Eastgate Court Adam Cooke High Street Ian Graham Guildford Michael Wigley Surrey

Directors: Registered Office:

22 November 2010

GU1 3DE

To PEWT Ordinary Shareholders and PEWT ZDP Shareholders

Dear Shareholder,

Recommended proposals for the issue of New PEWT Shares in connection with the proposed scheme of reconstruction of Premier Renewable Energy Fund Limited

Introduction

On 18 November 2010, your Board announced proposals relating to the issue of New PEWT Shares to shareholders of Premier Renewable Energy Fund Limited as part of the proposed voluntary winding up of PREF by way of a scheme of reconstruction.

Under the Proposals, the Company is proposing to issue up to 6,500,000 New PEWT Ordinary Shares and 8,100,000 New PEWT ZDP Shares to PREF Shareholders (depending upon Elections made under the Scheme). The Proposals also include an amendment to the Articles of Association to permit the issue of New PEWT ZDP Shares ranking pari passu with the existing PEWT ZDP Shares notwithstanding that the Cover on the existing PEWT ZDP Shares would not be 1.5 times or more, provided that the Cover on the existing PEWT ZDP Shares is improved following the issue of such shares. The Board does not intend to use this power unless the overall effect of the issue would be to broadly maintain or enhance the Net Asset Value per PEWT Ordinary Share.

The purpose of this document is to provide you with details, and explain the benefits, of the Proposals which are conditional, inter alia, on the approval by PEWT Shareholders of the Resolutions to be proposed at the Shareholder Meetings, all of which have been convened for 15 December 2010. The notices convening the relevant Shareholder Meetings are set out on pages 19 to 23 of this document and your Board is recommending PEWT Shareholders to vote in favour of the Resolutions to be proposed at such meetings.

The principal terms of the Proposals are set out in this letter. It is expected, however, that a Prospectus containing further details of the New PEWT Shares will be published shortly, at the same time as PREF is expected to publish a circular to its shareholders containing details of the Scheme. A copy of the Prospectus will be available on the website www.premierassetmanagement.co.uk.

PEWT Shareholders are encouraged to complete and return the enclosed Forms of Proxy as applicable or, for uncertificated holders, use the CREST electronic proxy appointment service, to approve the Proposals.

⁽¹⁾ Neither the contents of Premier's website nor the contents of any website accessible from hyperlinks on Premier's website (or any other website) is incorporated into, or forms part of, this document

Background to, and reasons for, the Proposals

The Board believes the Proposals will provide PEWT with the ability to attract a wider range of investors with a concomitant improvement in the liquidity of PEWT Shares. The Proposals will also mean an increase in the size of PEWT's portfolio following implementation of the Scheme. It is also expected that the Proposals will reduce PEWT's Total Expense Ratio, permit greater portfolio diversification and improve the efficiency of portfolio management. The PEWT Board expects the improved Total Expense Ratio to result in an increase in the net income available for distribution and to a potential reduction in the PEWT Ordinary Share price's discount to Net Asset Value per PEWT Ordinary Share. Based on the total assets of both PEWT and PREF as at 16 November 2010 (being the Latest Practicable Date), and on the Assumptions, it is expected that the Net Asset Value of the PEWT Ordinary Shares will be marginally enhanced following implementation of the Proposals.

Summary of the Proposals

The Board is seeking PEWT Shareholders' approval for the Proposals, which in summary comprise:

• the issue of New PEWT Ordinary Shares to holders of PREF Ordinary Shares under the Scheme on the basis of the respective formula net asset values (FAVs) of a PEWT Ordinary Share (adjusted to apply a 2.5 per cent. discount) and a PREF Ordinary Share (adjusted to take account of the costs of the Proposals attributed to PREF), the FAVs being calculated on the basis set out in the section headed "The Proposals" below;
• the issue of New PEWT ZDP Shares to holders of PREF ZCP Shares under the Scheme at a price of 172.25p per PEWT ZDP Share, subject to scaling back into PEWT Units, further details of which are set out below;
• the issue of packages of PEWT Shares by way of a unit (each comprising one New PEWT Ordinary Share and one New PEWT ZDP Share) to holders of PREF Ordinary Shares under the Scheme on the basis of a 2.5 per cent. discount to Net Asset Value of a PEWT Ordinary Share, as adjusted, and an issue price of 172.25p per PEWT ZDP Share; and
• amending the Articles of Association to permit the issue of New PEWT ZDP Shares ranking pari passu with the existing PEWT ZDP Shares, notwithstanding that the Cover on the existing PEWT ZDP Shares would not be 1.5 times or more, but provided that the Cover of the existing PEWT ZDP Shares is not reduced following the issue of such shares. The Board does not intend to use this authority unless the overall effect of the issue is to maintain or enhance the Net Asset Value per PEWT Ordinary Share.

Benefits of the Proposals

Your Board believes that the Proposals will result in the following principal benefits:

• an improvement in the Cover for existing PEWT ZDP Shareholders. Based on the Assumptions, the final Cover will improve from 1.310 to 1.321;
• greater liquidity in the underlying portfolio as a consequence of the transfer of the PREF Portfolio which constitutes only listed investments (with the exception of one unlisted holding of warrants carried at zero value for the purposes of calculating PREF's FAV). Based on the Assumptions, the Enlarged Portfolio will consist of 2.86 per cent. of unlisted investments (unlisted investments in the PEWT Portfolio represented 3.68 per cent. as at 16 November 2010);
• an increase in the number of PEWT ZDP Shares in issue can be expected to improve liquidity generally in the PEWT ZDP Shares;
• following implementation of the Proposals, the market capitalisation of PEWT's quoted securities (which was £48.98 million as at close of business on 18 November 2010) will increase and (based on the Assumptions set out in Part 2 of this document) could amount to

£62.70 million. This increase in scale should significantly enhance the liquidity in the PEWT Ordinary Shares, widen the shareholder base and increase the attractiveness of PEWT to existing and new investors;

• a marginal enhancement in Net Asset Value per PEWT Ordinary Share of approximately 0.1 per cent. based on the Assumptions. While variations in the Assumptions will result in changes to the impact on Net Asset Value per PEWT Ordinary Share, there are no circumstances where the Scheme could result in a material decrease; and
• a reduction in the Total Expense Ratio of PEWT following implementation of the Proposals compared to the current Total Expense Ratio of PEWT, as a result of the fixed cost of running PEWT being spread across a larger asset base and increased number of PEWT Ordinary Shares in issue. This reduction in expenses per PEWT Ordinary Share results in an increase in the amount of PEWT's income available for distribution.

The Proposals

The acquisition of the PREF Portfolio by PEWT will be achieved through a voluntary solvent liquidation of PREF with PREF Shareholders being given a number of options for rolling their investment in PREF into New PEWT Ordinary Shares and New PEWT ZDP Shares.

Issue to PREF Ordinary Shareholders

PREF Ordinary Shareholders will have the option of receiving New PEWT Ordinary Shares on the basis of the respective Formula Asset Values of a PEWT Ordinary Share and a PREF Ordinary Share calculated on the basis set out below. PREF Ordinary Shareholders may also elect to receive PEWT Units under the Scheme, each comprising one New PEWT Ordinary Shares and one New PEWT ZDP Share, on the basis of a 2.5 per cent. discount to the FAV of a PEWT Ordinary Share, as adjusted, and an issue price of 172.25p per PEWT ZDP Share. Holders of PREF Ordinary Shares (other than Overseas Shareholders) who fail to make an Election, or fail to make a valid Election, will be deemed to have made an Election to receive PEWT Ordinary Shares.

The FAV of a PREF Ordinary Share will be calculated on the basis of the NAV per PREF Ordinary Share as at the Calculation Date adjusted to reflect the Final Capital Entitlement of the PREF ZCP Shares and the bearing by PREF of a fixed proportion of the aggregate costs of the transaction as noted below in the section headed "Costs and expenses of the Proposals". The issue price of the New PEWT Ordinary Shares will be calculated based on the NAV per PEWT Ordinary Share as at the Calculation Date, adjusted for the bearing by PEWT of a fixed proportion of the costs of the transaction as noted below in the section headed "Costs and expenses of the Proposals", and less a discount of 2.5 per cent.

The FAV of each of the PEWT Ordinary Shares and PREF Ordinary Shares will be calculated using each company's respective accounting policies (which are substantially similar). The auditors of each of PEWT and PREF will review the calculation of the FAVs used to calculate the number of PEWT Ordinary Shares to be issued to PREF Ordinary Shareholders, and to PREF ZCP Shareholders in the case of a scaling back into PEWT Units as described in further detail below, and will report to the PEWT Board and the PREF Board accordingly.

Issue to PREF ZCP Shareholders

Under the Scheme, PREF ZCP Shareholders will be entitled to elect for cash in respect of some or all of their PREF ZCP Shares. PREF ZCP Shareholders will also have the option of receiving PEWT ZDP Shares to be issued at 172.25p per PEWT ZDP Share (subject to scaling back into PEWT Units as described in further detail below under "Scaling Back"). Holders of PREF ZCP Shares (other than Overseas Shareholders) who fail to make an Election, or fail to make a valid Election, will be deemed to have made an Election to receive PEWT ZDP Shares, subject to scaling back into PEWT Units as described below.

PEWT Units

The PEWT Units are notional packages of shares (each comprising one PEWT Ordinary Share and one PEWT ZDP Share) and will have no legally distinct basis, trading under their separate constituent parts. Holders of PEWT Units will have the rights attaching to the individual PEWT Shares comprised within the PEWT Unit.

Scaling Back

The Directors have, in conjunction with Premier, deemed it desirable to maintain as near as practicable, the balance of PEWT's capital structure going forward. In the event that full satisfaction of Elections (including deemed Elections) under the Scheme would not result in either (i) the capital structure of PEWT being in the Relevant Proportion as nearly as practicable or; (ii) the Cover on the existing PEWT ZDP Shares being maintained, then the PREF Directors and Premier, as investment adviser to PREF, may determine (in consultation with PEWT) to scale back Elections for PEWT ZDP Shares in their absolute discretion so that they are deemed to be Elections for PEWT Units.

If there is a higher level of demand for PEWT ZDP Shares than anticipated, it is possible that there will be scaling back of the issue of New PEWT ZDP Shares under the Scheme, such that a proportion of a PREF ZCP Shareholder's Election (or deemed Election) for PEWT ZDP Shares will be deemed to be an Election for PEWT Units. Any scaling back of Elections for PEWT ZDP Shares under the Scheme on the basis outlined will be on a pro rata basis by issuing PEWT Units to those PREF ZCP Shareholders who have elected or are deemed to have elected for PEWT ZDP Shares. However, based on the Assumptions, no scaling back will be required.

Placing

To the extent that the number of New PEWT Shares to be issued following implementation of the Proposals would result in the capital structure of PEWT not being in the Relevant Proportion (there having been a shortfall in Elections for PEWT ZDP Shares under the Scheme), your Board is proposing that the Directors do not abandon the Proposals but proposes that PEWT issue further New PEWT ZDP Shares to placees either concurrent with the Scheme or during the course of 2011 provided that the Cover on the existing PEWT ZDP Shares would still represent an improvement on the Cover as it would have been had the Relevant Proportion been maintained under the Scheme.

Accordingly, Fairfax has agreed to use its reasonable endeavours to procure placees for New PEWT ZDP Shares under one or more placings either concurrent with or immediately following the implementation of the Scheme or during the course of the twelve months thereafter. The size of the Placing (if any) will depend on the level of Elections by PREF Ordinary Shareholders to receive PEWT Units and by PREF ZCP Shareholders to roll over their investment into New PEWT ZDP Shares and on the maintenance of the Relevant Proportion. New PEWT ZDP Shares issued under any Placing will be issued at a placing price of not less than the asset value of each such New PEWT ZDP Share as at the date of allotment and is expected to be as close as possible to the market price of a PEWT ZDP Share as at the date of the relevant Placing. If New PEWT ZDP Shares are required to be placed by Fairfax during the 12 month period from the date of this document, the placing price will be announced through an RIS at the relevant time.

Transfer of PREF Portfolio

Upon the liquidation of PREF, the Liquidators will implement the Scheme by distributing the pool of assets attributable to PREF Ordinary Shareholders and PREF ZCP Shareholders who have elected or are deemed to have elected to receive New PEWT Shares under the Scheme to PEWT in return for the issue of New PEWT Shares.

Amendment to Articles of Association

In order for PEWT to be able to implement the Proposals, it will require some changes to be made to its Articles of Association. The existing Articles provide that PEWT may not, without the prior sanction of PEWT ZDP Shareholders, issue any further shares ranking pari passu with or in priority to the PEWT ZDP Shares where such issue would result in the Cover on the PEWT ZDP Shares being less than 1.5 times. Since the Cover as at the Latest Practicable Date is 1.310 times, your Board considers such provision to be prohibitively restrictive and not in the interests of PEWT ZDP Shareholders, given that the Proposals would, if implemented and based on the Assumptions, improve the existing Cover, but would not result in a Cover of 1.5 times or more. The Directors therefore believe that it is in PEWT Shareholders' interests that PEWT has the flexibility to issue New PEWT ZDP Shares ranking pari passu with the existing PEWT ZDP Shares without the prior sanction of PEWT ZDP Shareholders provided that the overall effect of the issue is not to reduce the level of Cover of the PEWT ZDP Shares as at the date of issue. Accordingly, the Directors are proposing to amend the Articles of Association to permit the issue of New PEWT ZDP Shares, provided that the level of Cover on the PEWT ZDP Shares is not reduced as a consequence of the issue. The Directors do not intend to utilise this authority unless the overall effect of the issue is to broadly maintain or enhance Net Asset Value per PEWT Ordinary Share.

The proposed amendments to the Articles are set out in special resolution 2 to be proposed at the General Meeting and are set out at the end of this document. The proposed amendments will be available for inspection, together with the existing Articles, at the registered office of PEWT and at the offices of Maclay Murray & Spens LLP, One London Wall, London EC2Y 5AB from the date of this document until the end of the General Meeting, and at the General Meeting itself for the duration of the meeting and for at least 15 minutes prior to the start of the meeting.

Conditions of the Proposals

The Proposals are conditional, inter alia, on PEWT Shareholder approval of the Resolutions to be proposed at the Shareholder Meetings, further details of which are set out below. The Proposals are also conditional on PREF Shareholder approval at the PREF Shareholder Meetings, which are expected to be convened for 16 December 2010 and 17 December 2010.

Consequences of implementing the Proposals

The Board intends, as near as practicable, to maintain the current capital structure following implementation of the Proposals. Based on the Assumptions, the Board therefore expects the current ratio of PEWT Ordinary Shares to PEWT ZDP Share to be broadly maintained following implementation of the Proposals subject to there being no deterioration in the Cover on the PEWT ZDP Shares.

Based on the Assumptions and specifically, the NAVs per PEWT Ordinary Share and PREF Ordinary Share as at 16 November 2010 of 175.98p for PEWT and 73.42p for PREF (adjusted for dividends declared or expected to be declared but not yet paid as at that date and after deducting the Final Capital Entitlement due to PREF ZCP Shareholders and for costs) 3,738,596 New PEWT Ordinary Shares and 4,511,137 New PEWT ZDP Shares would have been issued under the Proposals. Based on the Assumptions, the Cover on PEWT ZDP Shares is expected to be 1.321 times following implementation of the Proposals (as compared to a Cover of 1.310 times as at the Latest Practicable Date).

By way of illustration only, based on PEWT's NAV of 175.98p per share as at the Latest Practicable Date and based on the relevant Assumptions set out in Part 2, the effect of the Proposals on the Net Asset Value of PEWT Ordinary Shares would be an increase of approximately 0.1 per cent.

Costs and expenses of the Proposals

It is estimated that the costs of the Scheme incurred by PREF and PEWT will, in aggregate, be approximately £370,000 (inclusive of VAT). These costs and expenses will be borne by PREF and PEWT respectively on a basis that is intended to minimise the cost to PREF Ordinary Shareholders while preventing any NAV dilution for existing PEWT Shareholders. Based on the Assumptions, the costs of the Proposals (including the costs of the Placing) to be borne by PEWT would be £266,164, which represents 0.9 per cent. of the NAV of PEWT as enlarged by the Proposals. Premier has agreed to underwrite any cost overun in excess of £370,000 (excluding stamp duty and costs of the Placing) to a maximum of £25,000.

In the event that the Scheme does not become effective, PEWT will bear its own costs in respect of the Proposals. It is estimated that those costs would amount to approximately £160,000, which represents 0.7 per cent. of the NAV per PEWT Ordinary Share as at 16 November 2010.

Proposed Director

It is proposed that Charles Wilkinson, the chairman of PREF, will be appointed as a non-executive director of PEWT following Admission conditional on the Scheme becoming effective in accordance with its terms. In the event that the Proposals are implemented, it is expected that the Board will comprise five members being Geoffrey Burns, Adam Cooke, Ian Graham, Michael Wigley and Charles Wilkinson. A biography for Charles Wilkinson is set out below.

Charles Wilkinson is a solicitor and a resident of Guernsey. Until March 2005 he was a partner with Lawrence Graham LLP specialising in investment trusts and funds. He is Chairman of Asset Management Investment Company PLC (a listed investment trust), and a non-executive director of Landore Resources Limited, which is quoted on the AIM Market of the London Stock Exchange.

Investment Manager

The Investment Manager is currently appointed under an investment management agreement which is terminable on 12 months' notice. The IMA will continue to apply following implementation of the Proposals, and it is not proposed to amend the terms of the Investment Management Agreement as a result of the Proposals.

Interim dividends

The Directors are declaring a third interim dividend (due in respect of the period to 30 September 2010) of 1.6p per PEWT Ordinary Share payable on 31 December 2010 to PEWT Ordinary Shareholders on the Register at 6.00 p.m. on 3 December 2010. In addition, the Directors intend to declare a fourth interim dividend (due in respect of the period to 31 December 2010) in the next month by way of an announcement through an RIS and, in any event, prior to the Calculation Date. If declared, the fourth interim dividend is expected to be payable on or before 31 January 2011 to PEWT Ordinary Shareholders on the Register prior to the Effective Date. For the avoidance of doubt, whilst New PEWT Ordinary Shares issued pursuant to the Scheme will rank pari passu with existing PEWT Ordinary Shares in all other respects, they will not be entitled to receive the third or fourth interim dividends for 2010.

Dividend policy

Going forward, following implementation of the Proposals, the Board anticipates that in the absence of unforeseeable circumstances, dividends for 2011 will be payable by way of interim dividend paid in April 2011 (in respect of the period ending 31 March 2011); August 2011 (in respect of the period ending 30 June 2011); December 2011 (in respect of the period ending 30 September 2011), and March 2012 (in respect of the period ending 31 December 2011). Thereafter, in the absence of unforeseeable circumstances, dividends will be paid quarterly usually by way of interim dividend paid in June, September, December and March.

It is emphasised that the dividend objectives set out above are not profit forecasts or forecasts of return from an investment in PEWT and there is no guarantee of any particular level of profits or return being achieved. Dividends are paid to the extent that they are covered by the income received from PEWT's underlying investments. The distribution of surpluses from realisations of investments is prohibited by the Articles of Association and such surpluses accrue to the benefit of PEWT. PEWT retains no more than 15 per cent. of its income derived from shares and securities in respect of any accounting period.

Participants in the Premier ISA Scheme

Participants in the Premier ISA Scheme will have received a letter from Premier setting out the options for participants wishing to vote in relation to the Proposals. Participants will find enclosed with that letter a Letter of Direction which explains the actions which they should take. Such individuals should complete and return the Letter of Direction so as to arrive no later than the times and dates specified in that letter. Recipients of this document who are the beneficial owners of PEWT Shares held through any other savings scheme or ISA should follow the instructions provided by the relevant plan manager or consult the plan manager or their professional adviser if no instructions have been provided.

Shareholder Meetings

Class Meeting

As mentioned above, under the Articles the Proposals require the prior approval of PEWT ZDP Shareholders as a class. Accordingly, a separate Class Meeting for PEWT ZDP Shareholders has been convened for 15 December 2010 at 2.45 p.m. at which a special resolution will be proposed sanctioning the Proposals. A special resolution requires at least 75 per cent. of the votes cast at the meeting to be passed in its favour.

Quorum requirements for Class Meeting

The quorum for the Class Meeting is two persons present in person or by proxy together holding not less than one third in nominal amount of the issued shares of the class. Only PEWT ZDP Shareholders may attend and vote at the Class Meeting. In the event that a quorum is not achieved at such meeting, it will be adjourned to such time and date as shall be announced as soon as possible following such adjournment. The quorum at the adjourned Class Meeting will be one person present in person or by proxy holding PEWT ZDP Shares. If, at the adjourned meeting, a quorum is not present, the meeting will be dissolved. In light of the quorum requirements for the Class Meeting, PEWT ZDP Shareholders are urged to complete and return the blue Form of Proxy (or submit a CREST Proxy Instruction) in accordance with the instructions thereon as soon as possible, and in any event so that it is received no later than 48 hours prior to the time and date of the Class Meeting. Further details on completion of Forms of Proxy and sending of a CREST Proxy Instruction are set out under "Action to be Taken" below.

Notice of the Class Meeting, including the resolution to be proposed, is set out on pages 19 to 20 of this document.

General Meeting

To enable the Proposals to proceed, it is necessary to grant the Directors the appropriate power and authority to allot shares and to amend the Articles. Accordingly, a general meeting of PEWT is being convened for 15 December 2010 at 3.00 p.m. at which resolutions (each of which is conditional upon the passing of the Resolution at the Class Meeting) will be proposed.

The first resolution will be proposed as an ordinary resolution seeking the authorisation of the Directors to allot New PEWT Shares up to an aggregate nominal amount of £146,000, representing 6,500,000 PEWT Ordinary Shares and 8,100,000 PEWT ZDP Shares (being approximately 49.6 per cent. of the PEWT Ordinary Shares and approximately 49.6 per cent. of the PEWT ZDP Shares in issue as at the Latest Practicable Date). The Directors intend to use this authority to allot New PEWT Shares to PREF Shareholders under the Proposals, and, to the extent required in order to maintain the Relevant Proportion, under the Placing. The authority is in addition to any existing general authority to issue shares and will expire on 31 December 2011 unless previously revoked, varied or renewed by PEWT in general meeting. As at the Latest Practicable Date, no PEWT Shares are held in treasury.

The second resolution will be proposed as a special resolution and is seeking to approve the amendments to the Articles to permit the issue of new PEWT ZDP Shares ranking pari passu with the existing PEWT ZDP Shares notwithstanding that the Cover on the existing PEWT ZDP Shares following such issue would not be 1.5 times or more, but provided that Cover of the PEWT ZDP Shares following the issue of such shares is maintained.

An ordinary resolution requires a simple majority to be cast in favour of it in order to be passed and a special resolution requires at least 75 per cent. of the votes cast at the meeting to be passed in its favour.

Quorum requirements for the General Meeting

The quorum for the General Meeting is two shareholders of PEWT present in person or by proxy and entitled to vote.

General

The Shareholder Meetings will all be held at the offices of Maclay Murray & Spens LLP, One London Wall, London EC2Y 5AB and notices convening such meetings are set out on pages 19 to 23 of this document.

Action to be taken

To vote at the Class Meeting

PEWT ZDP Shareholders will find enclosed with this document a blue Form of Proxy for use at the Class Meeting. Alternatively, PEWT ZDP Shareholders who are CREST members may send a CREST Proxy Instruction. Whether or not PEWT ZDP Shareholders intend to attend the Class Meeting, they are requested to complete the Form of Proxy (or send a CREST Proxy Instruction) in accordance with the instructions printed on the Form of Proxy and in the notice of Class Meeting set out on pages 19 and 20 of this document. The completed Form of Proxy (or CREST Proxy Instruction) should be received by Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in any event, no later than 2.45 p.m. on 13 December 2010. Completion of a Form of Proxy or sending a CREST Proxy Instruction will not prevent PEWT ZDP Shareholders from subsequently attending and voting in person at the Class Meeting.

To vote at the PEWT General Meeting

PEWT Shareholders will find enclosed with this document a white Form of Proxy for use at the General Meeting. Alternatively, PEWT Shareholders who are CREST members may send a CREST Proxy Instruction. Whether or not PEWT Shareholders intend to attend the General Meeting, they are requested to complete the Form of Proxy (or send a CREST Proxy Instruction) in accordance with the instructions printed on the Form of Proxy and in the notice of General Meeting set out on pages 21 to 23 of this document. The completed Form of Proxy (and/or CREST Proxy Instruction) should be received by Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in any event, no later than 3.00 p.m. on 13 December 2010. Completion of a Form of Proxy or sending a CREST Proxy Instruction will not prevent PEWT Shareholders from subsequently attending and voting in person at the General Meeting.

Recommendation

The Board considers that the Proposals and the Resolutions are in the best interests of PEWT Shareholders as a whole. Accordingly, your Board unanimously recommends all PEWT Shareholders to vote in favour of the Resolutions.

The Directors intend to vote in favour of the Resolutions in respect of their own beneficial holdings, which amount in aggregate to 259,903 PEWT Ordinary Shares, representing approximately 1.98 per cent. of the PEWT Ordinary Shares in issue as at the Latest Practicable Date.

Yours faithfully

Geoffrey Burns Chairman

PART 2

PRINCIPAL ASSUMPTIONS

The principal assumptions used in deriving the illustrative investment statistics given in this document in relation to the PEWT Shares are set out below:

• 1. It is assumed that the transaction date is 17 December 2010 (being the expected Effective Date of the Scheme) and that PEWT and PREF's Net Asset Values for the Formula Asset Value calculation as at that date are £49,401,258 and £14,422,993 respectively being their Net Asset Values as at the Latest Practicable Date.
• 1. The costs of the Scheme (excluding stamp duty) are estimated to amount to approximately £370,000 net of a contribution from Premier and are apportioned under the FAV formula in the ratio of 47.5 per cent. of £370,000 to PEWT and 52.5 per cent. to PREF. An estimated £50,000 cash will be retained by the Liquidators of PREF to meet unidentified claims. This will be deducted from the PREF assets when calculating the FAV, but such cash which is not required by the Liquidators will be paid to PREF Ordinary Shareholders in cash at a later date.
• 1. Entitlements of the PEWT ZDP Shares are shown as at 17 December 2010 and the entitlements of PREF ZCP Shares are shown at their redemption value which are 161.25p and 392p respectively.
• 1. The illustrative FAV has been derived from the foregoing assumption amounts to 170.2731p per PEWT Ordinary Share after deduction of the 2.5 per cent. discount provided for in the FAV formula and 71.5559p per PREF Ordinary Share respectively resulting in an illustrative exchange ratio of 0.4202 New PEWT Ordinary Shares for every PREF Ordinary Share.
• 1. It is assumed that 30 per cent. of PREF ZCP Shares are redeemed for cash and that holders of 60 per cent. of PREF Ordinary Shares elect to receive PEWT Units (each comprising one PEWT Ordinary Share and one PEWT ZDP Share).
• 1. It is assumed that 1.03 million New PEWT ZDP Shares will be issued in the Placing, raising gross proceeds of £1.73 million. It is assumed that commission will amount to 1.25 per cent. and that fixed costs will amount to £5,100, leading to the expenses of the Placing being £26,710 based on the above illustrative assumptions.
• 1. The estimated annual expense ratio will improve as a result of the increase in costs being spread over a greater portfolio and number of shares with a saving equivalent to £52,560 per annum based on the illustrative assumptions in this Part 2.
• 1. No taxation on capital gains will be paid by PEWT or by PREF.
• 1. The net assets of PEWT will be distributed on winding-up to PEWT Shareholders on 31 December 2015.

PART 3

DEFINITIONS

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

"Act" or "Companies Act" the Companies Act 2006;

"Admission(s)" the admission of the New PEWT Ordinary Shares and the New

PEWT ZDP Shares be issued pursuant to the Proposals to the premium and standard segments respectively of the Official List and to trading on the Main Market becoming effective in accordance with, respectively, the Listing Rules and the

Admission and Disclosure Standards;

the requirements contained in the publication "admission and "Admission and Disclosure Standards"

disclosure standards" dated 6 April 2010 containing, amongst other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock

Exchange's markets for listed securities;

"Articles" or "Articles of

Association"

the articles of association of PEWT;

"Assumptions" the assumptions set out in Part 2 of this document;

"Board" or "Directors" the directors of PEWT, whose names appear on page 4 of this

document;

"Calculation Date" 14 December 2010;

"Capita Registrars" a trading name of Capita Registrars Limited;

"certificated" or "in certificated

form"

a share or other security which is not in uncertificated form

(that is, not held in CREST);

"Class Meeting" the separate class meeting of PEWT ZDP Shareholders

convened by the notice set out on pages 19 and 20 of this

document, or any adjournment(s) thereof;

"Cover" the ratio of PEWT's Gross Assets (excluding current period

income) to the aggregate of (i) the total amount which the holders of PEWT ZDP Shares would be entitled to receive on the Planned Winding Up Date, (ii) the principal amount of all outstanding borrowings of PEWT on the Planned Winding Up Date and (iii) the costs expected to be charged against PEWT's capital reserves over the period to the Planned Winding Up Date, in each case, calculated on the assumption of no capital

or revenue growth in PEWT's portfolio;

"CREST" the computerised settlement system (as defined in the

Regulations) to facilitate the paperless settlement of trades in securities and the holding of securities in uncertificated form

operated by Euroclear;

"CREST Manual" the CREST manual published by Euroclear from time to time;

"CREST Proxy Instruction" the proxy instruction or appointment made in relation to a Shareholder Meeting by means of CREST in accordance with the CREST Manual; "Dividend Record Date" the record date for the payment of the third interim dividend; "Effective Date" the date upon which the Scheme becomes effective, expected to be 17 December 2010; "Elections" elections by PREF Shareholders for an option under the Scheme; "Enlarged Portfolio" the portfolio of assets of PEWT as enlarged following implementation of the Proposals; "Euroclear" Euroclear UK & Ireland Limited; "Fairfax" Fairfax I.S. PLC; the Financial Services and Markets Act 2000, as amended; "Final Capital Entitlement" the final capital entitlement per PREF ZCP Share, being 392p; the Financial Services Authority in the UK; "Form of Proxy" the relevant form of proxy for use by PEWT Shareholders at each of the Shareholder Meetings; "Formula Asset Value" or "FAV" the net asset value of a PEWT Ordinary Share or a PREF Ordinary Share, as the context so requires, on the Calculation Date as calculated on the basis of the relevant company's normal accounting policies and adjusted in accordance with the terms of the Scheme; "General Meeting" the General Meeting of PEWT convened by the notice set out on pages 21 to 23 of this document, or any adjournment thereof; "Gross Assets" means the aggregate value of all the assets of PEWT including net distributable but undistributed income, less current liabilities (excluding from current liabilities any proportion of monies borrowed for investment whether or not treated under accounting rules as current liabilities); the investment management agreement between PEWT and the Investment Manager dated 26 September 2003; "Investment Manager" or "Premier" Premier Fund Managers Limited; "Investment Management Agreement" or "IMA" "Financial Services Authority" or "FSA" "Financial Services and Markets Act" or "FSMA"

"Issue" the proposed issue of up to 6,500,000 New PEWT Ordinary Shares and up to 8,100,000 New PEWT ZDP Shares in

relation to the Scheme and the Placing;

"Latest Practicable Date" 16 November 2010, being the latest practicable date prior to

the publication of this document (save as otherwise indicated);

"Letter of Direction" the letter of direction for use in respect of PEWT Shares held

through the Premier ISA Scheme;

"Liquidators" the liquidators of PREF to be appointed in accordance with the Scheme;

"Listing Rules" the rules and regulations made by the FSA under Part VI of the

Financial Services and Markets Act;

"London Stock Exchange" London Stock Exchange PLC;

"Main Market" or "London Stock Exchange's Main Market"

the London Stock Exchange's market for larger and established

companies;

"NAV" or "Net Asset Value" the value of the assets of PEWT less its liabilities, determined

in accordance with the accounting principles adopted by PEWT from time to time, or, as the context requires, the net asset value per share calculated in accordance with PEWT's

accounting policies;

"New PEWT Ordinary Shares" new PEWT Ordinary Shares to be issued pursuant to the Issue;

"New PEWT Shares" New PEWT Ordinary Shares and/or New PEWT ZDP Shares;

"New PEWT ZDP Shares" new PEWT ZDP Shares to be issued pursuant to the Issue;

"Official List" the official list of the UKLA;

"Overseas Shareholders" any PREF Shareholder who is a citizen of, or resident in, a

jurisdiction other than the United Kingdom, the Channel

Islands and the Isle of Man

"PEWT" or "the Company" Premier Energy and Water Trust PLC;

"PEWT Ordinary Shareholders" the holders of PEWT Ordinary Shares;

"PEWT Ordinary Shares" ordinary shares of 1p each in the capital of PEWT;

"PEWT Portfolio" the portfolio of assets of PEWT as at the date of this document;

"PEWT Shareholders" the holders of PEWT Ordinary Shares and/or PEWT ZDP

Shares, as the context so requires;

"PEWT Shares" PEWT Ordinary Shares and/or PEWT ZDP Shares, as the

context shall require;

"PEWT Units" units of PEWT Shares to be issued pursuant to the Proposals

(comprising one New PEWT Ordinary Share and one New PEWT ZDP Share) on the basis of a 2.5 per cent. discount to the FAV of a PEWT Ordinary Share, as adjusted, and an issue

price of 172.25p per PEWT ZDP Share;

"PEWT ZDP Shareholders" the holders of PEWT ZDP Shares;

"PEWT ZDP Shares" zero dividend preference shares of 1p each in the capital of

PEWT;

"Placing" the proposed placing in one or more tranches of New PEWT

ZDP Shares to clients of Fairfax as part of and/or following

implementation of the Scheme;

"Planned Winding Up Date" 31 December 2015;

"PREF" Premier Renewable Energy Fund Limited;

"PREF Board" or "PREF Directors" the directors of PREF, being Charles Wilkinson, Robert Clinton, David Copperwaite, David Hagan and David Staples; "PREF Ordinary Shares" ordinary shares of no par value in the capital of PREF; "PREF Portfolio" the portfolio of assets of PREF to be transferred to PEWT as part of the Proposals; "PREF Shareholder Meetings" the extraordinary general meetings of PREF scheduled for 16 December 2010 and 17 December 2010 and/or the PREF ZCP Class Meeting, as the context shall require; "PREF Shareholders" the holders of PREF Ordinary Shares and/or PREF ZCP Shares, as the context shall require; "PREF ZCP Class Meeting" the separate class meeting of holders of PREF ZCP Shares convened for 16 December 2010, and any adjournment thereof; "PREF ZCP Shares" zero coupon redeemable preference shares of no par value in the capital of PREF; "Premier ISA Scheme" Premier Individual Savings Account; "Proposals" the Issue, the proposed amendments to the Articles and the Resolutions; "Prospectus" the prospectus to be published by PEWT, expected to be on or around 30 November 2010; "Prospectus Rules" the prospectus rules made under Part VI of the Financial Services and Markets Act; "Register" the register of PEWT Shareholders; "Registrar" Capita Registrars; "Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755); a regulatory information service that is on the list of regulatory information services maintained by the FSA; "Relevant Proportion" the ratio of PEWT Ordinary Shares to PEWT ZDP Shares set under the Articles, being 0.802 PEWT Ordinary Shares : 1 PEWT ZDP Share; "Resolutions" the resolutions to be proposed at the Class Meeting and/or the General Meeting, as the context shall require; "Scheme" the proposed scheme of reconstruction to be implemented by PREF; "Secretary" Premier Asset Management Limited; "Securities Act" the US Securities Act of 1933, as amended; "Regulatory Information Service" or "RIS"

as the context shall require; "Total Expense Ratio" or "TER" the total costs of managing and operating a company per

"Shareholder Meeting(s)" the General Meeting and the Class Meeting, or either of them,

annum divided by such company's total assets, including

management fees, administration fees, directors' fees, regulatory fees, valuation fees, audit fees and legal fees but excluding the direct costs incurred in the acquisition and disposal of assets;

"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland; and

"UKLA" or "UK Listing Authority" the Financial Services Authority in its capacity as competent authority under Part VI of the Financial Services and Markets Act.

PREMIER ENERGY AND WATER TRUST PLC

(incorporated in England and Wales under the Companies Act 1985 with registered number 4897881) (an investment company under section 833 of the Companies Act 2006)

NOTICE OF SEPARATE CLASS MEETING OF ZERO DIVIDEND PREFERENCE SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a separate class meeting of the holders of Zero Dividend Preference Shares of 1p each in Premier Energy and Water Trust PLC (the "Company") will be held at 2.45 p.m. on Wednesday, 15 December 2010 at the offices of Maclay, Murray & Spens LLP, One London Wall, London EC2Y 5AB, to consider and, if thought fit, pass the following resolution as a special resolution:

SPECIAL RESOLUTION

THAT, in accordance with the Company's articles of association, the holders of the zero dividend preference shares of 1p each in the capital of the Company hereby sanction and consent to the passing and carrying into effect of the resolutions contained in the notice of the general meeting of the Company convened for 3.00 p.m. on 15 December 2010 (a copy of which is produced to the meeting and signed by the Chairman thereof for the purpose of identification).

Guildford Surrey GU1 3DE 22 November 2010

Registered Office By the order of the Board Eastgate Court Premier Asset Management Limited High Street Secretary

Notes:

• 1. Information about this meeting is available from the Investment Manager's website www.premierassetmanagement.co.uk.
• 1. As a member, you are entitled to appoint one or more proxies to exercise all or any of your rights to attend, speak and vote at the meeting. A proxy need not be a member of PEWT. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different PEWT ZDP Shares. You may not appoint more than one proxy to exercise the rights attached to any one PEWT ZDP Share.
• 1. A blue Form of Proxy is enclosed. To be valid, your Form of Proxy and any power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority should be lodged at the postal address shown on the Form of Proxy not later than 48 hours before the time of the meeting.
• 1. If you appoint a proxy, this will not prevent you attending the meeting and voting in person if you wish to do so.
• 1. The right to vote at the meeting is determined by reference to PEWT's register of members as at 6.00 p.m. on 13 December 2010 or, if this meeting is adjourned, at 6.00 p.m. on the day two days prior to the adjourned meeting. Changes to entries on that register after that time shall be disregarded in determining the rights of any member to attend and vote at the meeting.
• 1. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between them and the member by whom they were 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, they may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights.
• 1. The statement of the rights of members in relation to the appointment of proxies in notes 2 and 3 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by members of PEWT.
• 1. As at the Latest Practicable Date, PEWT's issued share capital comprised 13,103,065 PEWT Ordinary Shares and 16,336,396 PEWT ZDP Shares. Each PEWT Ordinary Share and PEWT ZDP Share carries the right to one vote at a general meeting of PEWT and, therefore, the total number of voting rights in PEWT as at the Latest Practicable Date was 29,439,461.
• 1. Any person holding 3 per cent. or more of the total voting rights in PEWT who appoints a person other than the Chairman as his proxy will need to ensure that both he and such third party complies with their respective disclosure obligations under the Disclosure and Transparency Rules.
• 1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Meeting by following 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 by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, in order to be valid, must be transmitted so as to be received by PEWT's agent, Capita Registrars (RA10), by the latest time for receipt of proxy appointments specified 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 PEWT'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 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.
• 1. PEWT may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. Save as the context otherwise requires, the defined terms appearing in the circular to shareholders to which this notice forms part shall bear the same meanings in this notice.

PREMIER ENERGY AND WATER TRUST PLC

(incorporated in England and Wales under the Companies Act 1985 with registered number 4897881) (an investment company under section 833 of the Companies Act 2006)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a general meeting of Premier Energy and Water Trust PLC (the "Company") will be held at 3.00 p.m. on Wednesday, 15 December 2010 at the offices of Maclay, Murray & Spens LLP, One London Wall, London EC2Y 5AB (or, as soon thereafter as the immediately preceding separate class meeting of PEWT ZDP Shareholders is concluded or adjourned) to consider and, if thought fit, pass the following resolutions, of which resolution 1 will be proposed as an ordinary resolution and resolution 2 will be proposed as a special resolution:

ORDINARY RESOLUTION

1. THAT, subject to and conditional upon the passing by the holders of zero dividend preference shares in the Company of the resolutions set out in the notice of meeting convening the Class Meeting of such holders (or at any adjournment(s) thereof) as set out in the circular to Shareholders of the Company dated 22 November 2010 ("Circular") and in addition to any existing authority granted under section 551 of the Act, the Directors be and they are hereby generally and unconditionally authorised, in accordance with section 551 of the Act, to allot shares in the Company and to grant rights ("relevant rights") to subscribe for or to convert any security into shares in the Company in connection with and for the purposes of the Proposals (as described in the Circular) up to an aggregate nominal amount of £146,000, representing 6,500,000 ordinary shares of 1p each and 8,100,000 zero dividend preference shares of 1p each, such authorisation to expire on 31 December 2011, unless such authority is previously revoked, varied or renewed by the Company in general meeting, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require shares to be allotted or relevant rights to be granted after the expiry of this authorisation and the Directors may allot shares or grant relevant rights in pursuance of any such offer or agreement as if the authorisation conferred hereby had not expired.

SPECIAL RESOLUTION

1. THAT, subject to and conditional upon the passing by the holders of zero dividend preference shares in the Company of the resolutions set out in the notice of meeting convening the Class Meeting of such holders (or at any adjournment(s) thereof) as set out in the circular to Shareholders of the Company dated 22 November 2010, the articles of association be and are hereby amended as follows:-

By the deletion of article 5.2.2(i) in its entirety and the insertion of the following:

• "(i) issue any further shares or rights to subscribe or convert any securities into shares in the Company or reclassify issued share capital into shares of a particular class where such shares rank, or would on issue conversion or reclassification rank, as to capital in priority to, or pari passu with, the ZDP Shares, save that the Company may, subject as provided in the Articles, issue further ZDP shares, rights or securities ranking pari passu with the ZDP Shares, provided that the Company's Directors shall have calculated and the Company's auditors shall have reported to the Directors on such calculations that, were the further shares to be issued or rights of subscription or conversion to be issued and immediately exercised or the shares to be reclassified at the NAV Calculation Date:
• (a) those ZDP Shares in issue immediately thereafter would have a Cover of not less than 1.5 times; or

(b) those ZDP Shares in issue immediately thereafter would have a Cover of not less than the Cover of the ZDP Shares in issue immediately prior to the NAV Calculation Date.

For the purposes of this Article 5.2.2, the cover of the ZDP Shares shall represent a fraction where the numerator is equal to the Net Assets of the Company on the NAV Calculation Date and the denominator is equal to the amount which would be paid on the ZDP Shares in issue on the NAV Calculation Date as a class (and on all shares ranking as to capital in priority thereto or pari passu therewith, save to the extent already taken into account in the calculation of the total of share capital and reserves) in a winding up of the Company on the Planned Winding Up Date. The "NAV Calculation Date", for the purposes of this Article 5.2.2 shall mean the close of business on the latest practicable date prior to (and excluding) the date of the proposed issue or reclassification or, at the discretion of the Directors, the close of business the latest practicable date prior to (and excluding) the date of the announcement of such proposed issue or reclassification or, if applicable and earlier, the date of any announcement of the intention to make such proposed issue. In calculating such Cover, the Directors shall where available:

• A. use the Net Assets of the Company published by the Company at the most recent practicable date before the NAV Calculation Date;
• B. assume that the share capital or rights proposed to be issued or arising on reclassification had been issued and/or exercised and/or reclassified at the end of the month prior to the NAV Calculation Date;
• C. adjust the Net Assets of the Company used for the purposes of (B) by adding the minimum net consideration (if any) which would be received upon such issue, reclassification or exercise;
• D. take account of the entitlements to be attached to the new shares or securities or rights to be issued;
• E. aggregate the final capital entitlements of the existing ZDP Shares and the capital entitlements of the new shares or securities or rights to be issued as aforesaid in each case as at the Planned Winding Up Date;
• F. make appropriate adjustments for any other issues or reclassifications or purchases of own share capital which have been made by the Company since the end of the immediately preceding month or will have been made by or at the time of the proposed issue of shares or rights of subscription or conversion into shares or reclassification; and
• G. make such other adjustments as they consider appropriate.

The Directors shall have absolute discretion to determine whether the conditions set out above are satisfied in any case and no independent valuation need be carried out; or"

Guildford

Registered Office By the order of the Board Eastgate Court Premier Asset Management Limited High Street Secretary

Surrey GU1 3DE 22 November 2010

Notes:

• 1. Information about this Meeting is available from the Investment Manager's website www.premierassetmanagement.co.uk.
• 1. As a member, you are entitled to appoint one or more proxies to exercise all or any of your rights to attend, speak and vote at the meeting. A proxy need not be a member of PEWT. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different PEWT Shares. You may not appoint more than one proxy to exercise the rights attached to any one PEWT Share.
• 1. A white Form of Proxy is enclosed. To be valid, your Form of Proxy and any power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority should be lodged at the postal address shown on the Form of Proxy not later than 48 hours before the time of the meeting.
• 1. If you appoint a proxy, this will not prevent you attending the meeting and voting in person if you wish to do so.
• 1. Both PEWT ZDP Shareholders and PEWT Ordinary Shareholders are entitled to vote at the General Meeting. The right to vote at the meeting is determined by reference to PEWT's register of members as at 6.00 p.m. on 13 December 2010 or, if this meeting is adjourned, at 6.00 p.m. on the day two days prior to the adjourned meeting. Changes to entries on that register after that time shall be disregarded in determining the rights of any member to attend and vote at the meeting.
• 1. As a member, you have the right to put questions at the meeting relating to the business being dealt with at the meeting.
• 1. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between them and the member by whom they were 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, they may, under any such agreement, have a right to give instructions to the member as to the exercise of voting rights.
• 1. The statement of the rights of members in relation to the appointment of proxies in notes 2 and 3 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by members of PEWT.
• 1. As at the Latest Practicable Date, PEWT's issued share capital comprised 13,103,065 PEWT Ordinary Shares and 16,336,396 PEWT ZDP Shares. Each PEWT Ordinary Share and PEWT ZDP Share carries the right to one vote at a general meeting of PEWT and, therefore, the total number of voting rights in PEWT as at the Latest Practicable Date was 29,439,461.
• 1. Any person holding 3 per cent. or more of the total voting rights in PEWT who appoints a person other than the Chairman as his proxy will need to ensure that both he and such third party complies with their respective disclosure obligations under the Disclosure and Transparency Rules.
• 1. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the Meeting by following 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 by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, in order to be valid, must be transmitted so as to be received by PEWT's agent, Capita Registrars (RA10), by the latest time for receipt of proxy appointments specified 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 PEWT'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 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.
• 1. PEWT may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. Save as the context otherwise requires, the defined terms appearing in the circular to shareholders to which this notice forms part shall bear the same meanings in this notice.