THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. PART 2 OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF THE COMPANIES ACT 2006. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000.

If you have sold or otherwise transferred all your Ordinary Shares or ZDP Shares, please send this document and the accompanying documents to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. If you have sold or transferred only part of your holding of Ordinary Shares or ZDP Shares, you should retain this document and the accompanying documents and consult the bank, stockbroker or agent through whom the sale was effected.

The distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction.

Nplus1 Singer Advisory LLP, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for the Company and PEWT Securities in connection with the Proposals and for no one else and will not be responsible to anyone other than the Company and PEWT Securities for providing the protections afforded to its clients, for the content of this document, or for providing advice in relation to the Proposals.

PREMIER ENERGY AND WATER TRUST PLC

(Incorporated in England and Wales with registered number 4897881)

Recommended proposals

to extend the life of the Company, to adopt new articles of association, to renew authority to issue Ordinary Shares on a non-pre-emptive basis, to cancel the existing issued ZDP Shares and to issue in exchange New ZDP Shares in a new subsidiary

PEWT SECURITIES PLC

(Incorporated in England and Wales with registered number 9148176)

by means of a scheme of arrangement under Part 26 of the Companies Act 2006

and

Notices of Court Meeting, Class Meetings and General Meeting

Your attention is drawn to the letter from the Chairman of the Company in Part 1 of this document, which contains the unanimous recommendation of your Board that you vote in favour of the Proposals at the Court Meeting, the ZDP Class Meeting, the Ordinary Class Meeting and the General Meeting. A letter from N+1 Singer explaining the Scheme, which constitutes an explanatory statement in compliance with section 897 of the Companies Act, is set out in Part 2 of this document.

Notices of the Court Meeting, the ZDP Class Meeting, the Ordinary Class Meeting and the General Meeting of the Company to be held on 27 August 2014, commencing respectively at 11.15 a.m., 11.25 a.m., 11.35 a.m. and 11.45 a.m. (or as soon thereafter as the preceding Meeting concludes or is adjourned), are set out at the end of this document.

Whether or not you intend to be present at the Meetings, please complete and return the relevant forms of proxy accompanying this document to Capita Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF during normal business hours as soon as possible and in any event so as to arrive by not later than the time stated in the instructions printed on the relevant form of proxy (although the form of proxy for the Court Meeting may be handed to the chairman of the meeting at the start of the meeting). The action to be taken by Ordinary Shareholders and ZDP Shareholders is set out on page 2 and page 10 of this document.

Applications will be made to the UK Listing Authority for the New ZDP Shares to be admitted to a standard listing on the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities. If the Scheme proceeds as presently envisaged, it is expected that dealings in ZDP Shares will continue until the close of business on 16 September 2014 and that Admission of the New ZDP Shares will become effective and that dealings in New ZDP Shares on the London Stock Exchange's main market for listed securities will commence at 8.00 a.m. on 17 September 2014.

No New ZDP Shares have been marketed to, nor are any New ZDP Shares available for purchase by, the public in the United Kingdom or elsewhere in connection with the introduction of the New ZDP Shares to the Official List of the UK Listing Authority. This document is not a prospectus but a shareholder circular and does not constitute an offer or an invitation to any person to subscribe for or to purchase or to otherwise deal in any security. None of the securities referred to in this document shall be sold, issued, subscribed for, purchased, exchanged or transferred in any jurisdiction in contravention of applicable law.

ACTION TO BE TAKEN

ZDP Shareholders

To vote:

At the Court Meeting	→	Complete and return the White Form of Proxy or send a CREST Proxy Instruction
At the ZDP Class Meeting	→	Complete and return the Pink Form of Proxy or send a CREST Proxy Instruction
At the General Meeting	→	Complete and return the Blue Form of Proxy or send a CREST Proxy Instruction

Ordinary Shareholders

To vote:

At the Ordinary Class Meeting	→	Complete and return the Green Form of Proxy or send a CREST Proxy Instruction
At the General Meeting	→	Complete and return the Blue Form of Proxy or send a CREST Proxy Instruction

TABLE OF CONTENTS

Page

EXPECTED TIMETABLE 4
PART 1 – CHAIRMAN'S LETTER 5
PART 2 – EXPLANATORY STATEMENT 12
PART 3 – ADDITIONAL INFORMATION ON THE COMPANY 20
PART 4 – ADDITIONAL INFORMATION ON THE SUBSIDIARY 23
PART 5 – SCHEME OF ARRANGEMENT 33
PART 6 – DEFINITIONS 38
PART 7 – NOTICE OF COURT MEETING 42
PART 8 – NOTICES OF CLASS MEETINGS AND GENERAL MEETING 44

EXPECTED TIMETABLE

2014

Latest time for receipt of Letters of Direction from Shareholders in the Premier ISA Scheme 5.30 p.m. on 19 August
Latest time for receipt of white form of proxy for the Court Meeting¹ 11.15 a.m. on 22 August
Latest time for receipt of pink form of proxy for the ZDP Class Meeting 11.25 a.m. on 22 August
Latest time for receipt of green form of proxy for the Ordinary Class Meeting 11.35 a.m. on 22 August
Latest time for receipt of blue form of proxy for the General Meeting 11.45 a.m. on 22 August
Court Meeting 11.15 a.m. on 27 August
ZDP Class Meeting² 11.25 a.m. on 27 August
Ordinary Class Meeting² 11.35 a.m. on 27 August
General Meeting² 11.45 a.m. on 27 August

The dates given below are based on the Company's current expectations and may be subject to change. If the scheduled date of the Court Hearing to sanction the Scheme and confirm the Reduction of Capital is changed then the Company will give notice of the change by issuing an announcement through a Regulatory Information Service. All ZDP Shareholders have the right to attend the Court Hearing to sanction the Scheme and confirm the Reduction of Capital.

Court Hearing to sanction the Scheme and confirm the Reduction of Capital 16 September
Scheme Record Time 6.00 p.m. on 16 September
Effective Date 17 September
New ZDP Shares admitted to Official List and credited to CREST accounts, dealings in the ZDP Shares suspended, ZDP Shares cancelled and dealings in New ZDP Shares commence on the London Stock Exchange 8.00 a.m. on 17 September 2014
Despatch of New ZDP Share certificates week commencing 29 September 2014

¹ Forms of proxy for the Court Meeting not returned by this time may be handed to the chairman of the Court Meeting at the start of the Court Meeting.
² Or as soon thereafter as the preceding Meeting concludes or is adjourned.

PART 1 – CHAIRMAN'S LETTER

PREMIER ENERGY AND WATER TRUST PLC

(Incorporated in England and Wales with registered number 4897881)

Directors:
Geoffrey Burns (Chairman)
Ian Graham
Michael Wigley
Charles Wilkinson

Registered Office:
Eastgate Court
High Street
Guildford
Surrey
GU1 3DE

1 August 2014

To: Ordinary Shareholders and ZDP Shareholders

Dear Shareholder

Recommended proposals to extend the life of the Company, to adopt new articles of association, to renew authority to issue Ordinary Shares on a non-pre-emptive basis, to cancel the existing issued ZDP Shares and to issue in exchange New ZDP Shares in a new subsidiary by means of a scheme of arrangement under Part 26 of the Companies Act 2006

Introduction

On 25 July 2014 your Board announced proposals to change the corporate structure of the Company in order to remove the current requirement that the Company be wound up on 31 December 2015. In order to facilitate this it is proposed to effect a scheme of arrangement to cancel all of the ZDP Shares and to issue New ZDP Shares to ZDP Shareholders on a one for one basis. The New ZDP Shares will be issued by a wholly owned subsidiary of the Company incorporated for this purpose. The New ZDP Shares will retain the right to be repaid the existing final capital entitlement of 221.78p in cash per ZDP Share in full on the ZDP Repayment Date, being 31 December 2015.

The Proposals, which require the approval of Ordinary Shareholders and ZDP Shareholders, are being unanimously recommended by the Board.

The purpose of this document is to provide you with details of the Proposals and to set out the reasons why the Board recommends that you vote in favour of the Proposals at the Meetings.

Overview of the Proposals

The Proposals envisage:

replacing the ZDP Shares with New ZDP Shares issued by PEWT Securities pursuant to the Scheme;
the rights of the New ZDP Shares being substantially similar to the rights attached to the ZDP Shares (in particular, each New ZDP Share will confer the right to be receive a final capital entitlement of 221.78p in cash on the ZDP Repayment Date);
removing from the Existing Articles the requirement to wind up the Company on 31 December 2015, thereby allowing the Company to continue without a fixed life. Notwithstanding the removal of the requirement to wind up the Company, the Company is proposing to allow Ordinary Shareholders an opportunity to vote on the continued existence of the Company at the Company's annual general meeting in 2020 and, if approved at such annual general meeting, at every fifth annual general meeting thereafter; and
renewal of the Board's authority to issue new Ordinary Shares on a non-pre-emptive basis, subject to certain parameters. These authorities are intended to replace the authorities granted by Shareholders at the Company's annual general meeting held in May 2014.

The Proposals provide that the position of the ZDP Shareholders will be safeguarded by an Undertaking Agreement between the Company and PEWT Securities. The PEWT Securities Articles substantially replicate the rights of the ZDP Shares as they currently exist, save that certain voting and class rights are maintained by way of undertakings set out in the Undertaking Agreement rather than by way of the PEWT Securities Articles. The Undertaking Agreement requires, amongst other things, the Company to seek the approval of the New ZDP Shareholders in the same way and for substantially the same matters as currently would be the case under the Existing Articles.

The Undertaking Agreement shall remain effective and binding on the Company until the repayment of the New ZDP Shares.

3. Background to and reasons for the Proposals

The Company was launched in 2003 with a planned winding up date in 2010. In 2009 Shareholders approved proposals, amongst other things, to extend the life of the Company to 31 December 2015. Under the Company's current structure the entitlement of the ZDP Shareholders to receive their final capital entitlement of 221.78p in cash per ZDP Share on the ZDP Repayment Date can only be satisfied by way of a winding up of the Company. The Existing Articles require the Board to put forward a resolution to Shareholders on 31 December 2015 that the Company be wound up voluntarily. On such a resolution, the Existing Articles contain weighted voting rights in favour of winding up the Company.

In June 2012, the Manager recruited and appointed James Smith to take over management of the Company's portfolio, assisted by co-manager Claire Long. Following a review and consequent changes to the Company's investment portfolio undertaken by Mr. Smith, performance has been strong. As at 30 June 2012, the Company recorded gross assets less current liabilities of £58.9 million, as shown in the Company's half year report prepared to that date. As at 30 June 2014, the Company's gross assets less current liabilities had risen to £77.2 million, being an increase of 31.1 per cent. over this 2 year period. Over the same period the FTSE All-World Utilities Index increased by 9.5 per cent. and the FTSE All-World Index increased by 26.3 per cent.³ As a result of the growth in value of the Company's assets, the cover on the ZDP Shares has improved from 1.15x at June 2012 to 1.55x at June 2014⁴.

Over the same two year period, the Net Asset Value per Ordinary Share increased by 62.5 per cent. from 124.36p at 30 June 2012, to 202.05p at 30 June 2014. Total returns to Ordinary Shareholders over this period were 125.4 per cent., based on movement in the Ordinary Share price and dividends paid⁵.

The Board believes that the Company's performance since the change of management personnel has been strong on both an absolute and relative basis. The Board has been considering various options for the future of the Company. In doing so, it has sought the views of Shareholders holding more than 50 per cent. of the issued ZDP Share and Ordinary Share capital. Following Shareholder consultation, the Board considers it advantageous to put forward proposals to Shareholders by which the ZDP Shareholders will continue to be entitled to receive their final capital entitlement on 31 December 2015 but the Company will continue without being wound up.

The Board considers that the Proposals offer the following significant benefits for Shareholders:

The Board believes that there is a good prospect of the Company's portfolio continuing to enjoy strong performance. The Board believes that providing certainty for the Manager that the Company will continue beyond the ZDP Repayment Date will allow the Manager to continue its pursuit of the Company's investment objective and policy without considerations of portfolio construction ahead of the ZDP Repayment Date. In the Board's view, this has the potential to maximise value for Ordinary Shareholders and to provide additional cover for ZDP Shareholders due to receive their final capital entitlement on the ZDP Repayment Date.
The Board believes that the removal of the obligation to wind up the Company on the ZDP Repayment Date will provide certainty to Ordinary Shareholders and potential new investors in the Company and allow the Company to consider further issues of Ordinary Shares and New ZDP Shares following approval of the Proposals. Such new issues would increase the size of the Company, potentially

³ Source: Bloomberg, index capital values only, GBP adjusted
⁴ Source: JP Morgan Cazenove
⁵ Source: Bloomberg

improving market liquidity of the Ordinary Shares and the New ZDP Shares. New share issues would also have the beneficial effect of spreading the Company's fixed operating costs over a larger issued share capital, reducing the cost burden for Ordinary Shareholders. In addition, an increase in the size of the Company may enhance the marketability of the Company's shares and may result in a broader investor base over the longer term. As part of the Proposals, the Company is seeking approval from Shareholders at the General Meeting to renew the Board's authority to issue new Ordinary Shares on a non-pre-emptive basis, subject to certain parameters, further details of which are set out below at paragraph 8. This authority is intended to replace the authority granted by Shareholders at the Company's annual general meeting held in May 2014.

Whilst providing for the ZDP Shareholders to receive their final capital entitlement on 31 December 2015, the Board believes that the Proposals, if approved, will allow the Board to consider issuing a follow on zero dividend preference share at that time to allow ZDP Shareholders who wish to do so the opportunity to rollover their investment in a tax efficient manner into a similar investment for which the Board believes there will be sufficient demand. It is the Board's current intention, if the Proposals are approved, to consider the various options that may be available for refinancing the current ZDP issue nearer to the ZDP Redemption Date. Following the Shareholder consultation, it is the Board's view that there would be interest from a significant number of ZDP Shareholders in rolling over their investment into a new zero dividend preference share following the ZDP Repayment Date. It is intended that in such circumstances, ZDP Shareholders seeking to rollover their investment would be allocated new zero dividend preference shares in preference to any subscriptions from new investors.
Whilst the Board acknowledges that ZDP Shareholders will lose their vote at general meetings of the Company if the Proposals are approved, ZDP Shareholders will, in effect, obtain additional class rights in relation to certain general meeting business of the Company, including the re-appointment of Directors and any resolution to be proposed at a requisitioned general meeting.
The Undertaking Agreement contains an obligation on the Company to have due regard to the requirement to fund the repayment of the New ZDP Shares. This obligation of the Company, together with an obligation of the Board to consider the interests of creditors, might provide additional protection to ZDP Shareholders in circumstances where the Group's assets were at risk of being insufficient to repay the full final capital entitlement of ZDP Shareholders on the ZDP Repayment Date. The relationship between the Company and PEWT Securities would have the effect of giving the New ZDP Shares the status of a creditor (subordinated to other creditors of the Company and the right of Ordinary Shareholders to be paid an amount equal to the retained and current revenue profits of the Company) which is a status that they would not have under the existing structure.
Under the Existing Articles, the Company may not, without the previous sanction of a special resolution of ZDP Shareholders, issue any further shares where such shares rank as to capital in priority to, or pari passu with, the existing ZDP Shares save that the Company may issue further ZDP Shares ranking pari passu with existing ZDP Shares provided that a "cover test" is met whereby:

(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 relevant date.

Whilst the "cover test" will be retained in the new structure, the calculation of Cover now excludes any revenue reserves retained by the Company. The effect of this change is to make the "cover test" harder to achieve providing an added protection for New ZDP Shareholders against issues of New ZDP Shares following implementation of the Proposals.

The Board does not anticipate that the Proposals will result in any change to its current dividend policy. Specifically, subject to unforeseen circumstances, the Board intends to continue to run down the Company's substantial revenue reserves by making additional distributions in respect of Ordinary Shares of 0.75p per quarter until the ZDP Repayment Date. The Board's dividend policy following the ZDP Repayment Date will depend on, amongst other things, the performance of the Company's portfolio and the level of any replacement gearing assumed by the Group following repayment of the New ZDP Shares.

The Scheme

The Scheme, if it is approved by Shareholders at the Meetings and sanctioned by the Court, will involve the ZDP Shares being cancelled and, in exchange, the New ZDP Shares being issued to ZDP Shareholders on a one for one basis. The New ZDP Shares will be issued by a newly incorporated subsidiary of the Company, PEWT Securities. Implementation of the Scheme will allow the New ZDP Shares to be repaid by way of the winding up of PEWT Securities on 31 December 2015 rather than the winding up of the Company itself.

The rights attached to the New ZDP Shares will be substantially similar to the rights attached to the ZDP Shares, taking the PEWT Securities Articles and the Undertaking Agreement together. In particular, the New ZDP Shares confer a right to receive a final capital entitlement of 221.78p per New ZDP Share (approximately £47 million in aggregate) on the winding up of PEWT Securities on 31 December 2015. The costs of implementing the Proposals will be charged to income in accordance with the Company's stated policy regarding allocation of expenses. Accordingly, the cover for the New ZDP Shares will be no different to the cover for the ZDP Shares under the existing structure.

Pursuant to the Undertaking Agreement, conditional on the Scheme becoming effective, the assets of the Company would effectively be made available to meet the entitlement of the New ZDP Shares on the ZDP Repayment Date. The Undertaking Agreement also contains further covenants from the Company to protect the interests of the New ZDP Shareholders. Further details of these arrangements are set out in paragraph 6 of Part 3 of this document.

In the event that the Scheme is not approved by Shareholders at the Meetings or sanctioned by the Court, the Directors will, together with the Company's advisers, review the alternative options available to the Company.

Your attention is drawn to Part 2 of this document which contains a letter from N+1 Singer explaining the Scheme. The Scheme is conditional upon certain conditions which are set out in paragraph 7 of the letter from N+1 Singer.

Rights of the New ZDP Shares

The rights of the New ZDP Shares are set out in the articles of association of PEWT Securities, which are summarised in paragraph 4 of Part 4 of this document. The rights of the New ZDP Shares following the implementation of the Scheme will be substantially similar to the rights of the existing ZDP Shares, taking the PEWT Securities Articles and the Undertaking Agreement together. Details of the material differences between the rights of the New ZDP Shares under the PEWT Securities Articles and the rights of the ZDP Shares under the Existing Articles are set out in paragraph 5 of Part 4 of this document.

Listing

Applications will be made to the UK Listing Authority for all of the New ZDP Shares to be issued to be admitted to the Official List and for such shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that the New ZDP Shares will be issued, their Admission will become effective and that dealings in the New ZDP Shares will commence at 8.00 a.m. on 17 September 2014. It is expected that the listing of the ZDP Shares will be cancelled at that time.

Adoption of New Articles

It is proposed that, conditional upon implementation of the Scheme, the Company adopt the New Articles in replacement of the Existing Articles. The New Articles will not provide for a fixed winding up date for the Company and will make certain other changes from the Existing Articles to update them generally and to take account of the cancellation of the ZDP Shares.

The principal amendments contained in the New Articles are the removal of references to the ZDP Shares and provisions relating to the winding up of the Company on 31 December 2015. The New Articles do not provide for a fixed life of the Company. Instead of a fixed winding-up date, the Board proposes that Shareholders be given an opportunity to vote on the continuation of the Company at the Company's annual general meeting in 2020 and, if such resolution is passed, at every fifth annual general meeting thereafter. The New Articles provide that all of the surplus assets of the Company (after all its liabilities) will be available

for distribution to the Ordinary Shareholders upon a winding up of the Company. However, by virtue of the Undertaking Agreement, the amount due to PEWT Securities to fund the repayment of the New ZDP Shares will be treated as a liability of the Company (albeit subordinated to other creditors of the Company and the right of Ordinary Shareholders to be paid an amount equal to the retained and current revenue profits of the Company).

A summary of the PEWT Securities Articles is set out in paragraph 4 of Part 4 of this document. The Existing Articles, the New Articles and the PEWT Securities Articles are all available for inspection as set out in paragraph 8 of Part 4 of this document. A more detailed summary of the differences between the Existing Articles and the New Articles is set out in paragraph 5 of Part 3 of this document.

8. Authority to issue Ordinary Shares

As noted above, the Board believes that the removal of the obligation to wind up the Company on the ZDP Repayment Date will provide certainty to Ordinary Shareholders and potential new investors in the Company and, following approval of the Proposals, allow the Company and PEWT Securities to consider further issues of Ordinary Shares and New ZDP Shares, respectively, in response to market demand and where it is in the best interests of the Company and Shareholders to do so, on an ad hoc basis or by way of a series of placings or offers for subscription.

At the General Meeting, the Company is seeking approval from Shareholders to renew the Board's authority to issue new Ordinary Shares on a non-pre-emptive basis, subject to certain parameters. These authorities are intended to replace the authorities granted by Shareholders at the Company's annual general meeting held in May 2014.

Until the ZDP Repayment Date, any new issue of Ordinary Shares may be made in conjunction with a new issue of New ZDP Shares by PEWT Securities in such numbers so as to retain the prevailing ratio of Ordinary Shares and New ZDP Shares in issue and thereby maintain the level of gearing utilised by the Group. Where the Board considers it in the best interests of Shareholders to do so, Ordinary Shares and/or New ZDP Shares may be issued on other bases.

PEWT Securities has been incorporated with the necessary shareholder authorities to allow it to issue New ZDP Shares. ZDP Shareholders should note that their existing protective rights in relation to any new issues by the Company will be retained following implementation of the Proposals (the "cover test") and that, accordingly, without the previous sanction of a special resolution of the holders of New ZDP Shares passed at a separate meeting of such holders, neither the Company nor PEWT Securities shall issue any further shares which would rank in priority to, or pari passu with, the New ZDP Shares unless (i) the New ZDP Shares would have a Cover of not less than 1.5 times immediately following the issue of the new shares; or (ii) those New ZDP Shares in issue immediately thereafter would have a Cover of not less than the Cover of the New ZDP Shares in issue prior to the issue of new shares. The Board does not currently intend to issue an additional zero dividend preference share class prior to the ZDP Repayment Date.

Pursuant to resolution 2 to be proposed at the General Meeting, which will be proposed as an ordinary resolution, the Board is seeking a general power from Shareholders to allot new Ordinary Shares up to an aggregate nominal value of £17,068.48, representing approximately 10 per cent. of the issued Ordinary Share capital of the Company as at the date of this document.

Resolution 3 to be proposed at the General Meeting, which will be proposed as an ordinary resolution, will, if passed, permit the Board to allot Ordinary Shares at a discount to the then prevailing Net Asset Value per Ordinary Share. The Board will only utilise this authority to issue new Ordinary Shares provided that the combined effect of the issue of both Ordinary Shares at a discount to Net Asset Value per Ordinary Share and the issue of New ZDP Shares at a premium to Net Asset Value per New ZDP Share is that the Net Asset Value per Ordinary Share is increased.

Resolution 4 to be proposed at the General Meeting, which will be proposed as a special resolution, will, if passed, empower the Board to make allotments of Ordinary Shares for cash on a non-pre-emptive basis up to an aggregate nominal value of £17,068.48, representing approximately 10 per cent. of the issued Ordinary Share capital of the Company as at the date of this document.

These authorities, if granted, will expire at the conclusion of the next annual general meeting of each of the Company and PEWT Securities, as applicable. The Company and/or PEWT Securities may, depending on the extent of any issuance, be required to publish a new prospectus under the Prospectus Rules in order to enable it to issue Ordinary Shares and/or New ZDP Shares.

9. Further Information

Your attention is drawn to the further information contained in Parts 3 and 4 of this document and the notices of the Meetings set out in Parts 7 and 8 of this document.

10. Action to be taken

Before it can be sanctioned by the Court, the Scheme requires the approval of a majority in number, representing at least 75 per cent. in value, of the ZDP Shareholders present and voting, either in person or by proxy, at the Court Meeting (or any adjournment thereof). Voting at the Court Meeting will be undertaken by way of a poll.

The Scheme and the adoption of New Articles also require the approval of ZDP Shareholders at the ZDP Class Meeting and the Ordinary Shareholders at the Ordinary Class Meeting. The special resolutions to be proposed at the Class Meetings each require a majority of not less than 75 per cent. of the votes cast (in person or by proxy) at the relevant Meeting in order to be passed. The quorum for each of the Class Meetings 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 in question (excluding any shares of that class held as treasury shares).

The Scheme and the adoption of New Articles also require Ordinary Shareholders and ZDP Shareholders to pass the first special resolution to be proposed at the General Meeting requiring a majority of not less than 75 per cent. of the votes cast (in person or by proxy). The quorum for the General Meeting is two persons present in person or by proxy.

Each of the Meetings has been convened for 27 August 2014. If either of the ZDP Class Meeting or the Ordinary Class Meeting is adjourned due to the lack of a quorum, such adjourned meeting will be held at the same venue on 8 September 2014 at 11.25 p.m. and 11.35 p.m. respectively. Further details of the Court Meeting, the ZDP Class Meeting, the Ordinary Class Meeting and the General Meeting are set out in Part 2 of this document.

In order that the Court can be satisfied that the votes cast fairly represent the views of ZDP Shareholders, it is important that as many votes as possible are cast at the Court Meeting. ZDP Shareholders are therefore urged to attend the Court Meeting in person or by proxy. Separate forms of proxy for use at the Meetings, as appropriate, are enclosed with this document. Whether or not you propose to attend in person at the relevant Meetings you are requested to complete, sign and return the appropriate forms of proxy, as explained in paragraph 13 of the explanatory letter from N+1 Singer contained in Part 2 of this document.

If you have any questions relating to this document, any of the Meetings or the completion and return of the forms of proxy, please telephone Capita Asset Services between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday on 0871 664 0300 from within the UK or +44 (0)208 639 3399 if calling from outside the UK. Calls to the 0871 number cost 10 pence per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Proposals nor give any financial, legal or tax advice.

11. Participants in the Premier ISA Scheme

Participants in the Premier ISA Scheme will have received a letter from the Manager setting out the options for participants wishing to vote in relation to the Proposals. Participants will find enclosed with that letter Letter(s) of Direction which explains the actions which they should take. Such individuals should complete and return the Letter(s) 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 shares in the Company 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.

12. Overseas Shareholders

If you are a citizen, resident or national of a jurisdiction outside the United Kingdom, your attention is drawn to paragraph 11 of Part 2 of this document.

13. Recommendation

The Board considers that the terms of the Proposals are in the best interests of both ZDP Shareholders and Ordinary Shareholders and the Company as a whole.

The Board unanimously recommends that ZDP Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the ZDP Class Meeting and the General Meeting. The Board unanimously recommends that Ordinary Shareholders vote in favour of the resolutions to be proposed at the Ordinary Class Meeting and the General Meeting.

Members of the Board intend to vote their own beneficial shareholdings, totalling 258,816 Ordinary Shares (representing in aggregate approximately 1.52 per cent. of the issued Ordinary Share capital of the Company), in favour of the Proposals.

Yours faithfully

Geoffrey Burns

(Chairman)

PART 2 – EXPLANATORY STATEMENT

(In compliance with Section 897 of the Companies Act)

N+1 Singer Advisory LLP

One Bartholomew Lane

London EC2N 2AX

1 August 2014

To: ZDP Shareholders and, for information purposes only, to Ordinary Shareholders

Recommended Scheme

1. Introduction

On 25 July 2014 the Company announced its intention to change its corporate structure by cancelling its ZDP Shares and replacing them with New ZDP Shares to be issued by a newly incorporated subsidiary, PEWT Securities PLC. New ZDP Shares are proposed to be issued to ZDP Shareholders against cancellation of the existing ZDP Shares, on a one for one basis. It is proposed that this will be effected by way of a scheme of arrangement between the Company and ZDP Shareholders under Part 26 of the Companies Act and involving a reduction of capital.

The Scheme will require the approval of the ZDP Shareholders at the Court Meeting, the approval of ZDP Shareholders at the ZDP Class Meeting and the Ordinary Shareholders at the Ordinary Class Meeting, and the passing of the first special resolution to be proposed at the General Meeting, as explained in paragraph 12 of this Part 2 entitled "Meetings".

Your attention is drawn to the letter from the Chairman of the Company set out in Part 1 of this document, which forms part of this Explanatory Statement, setting out the reasons for the Scheme and including the unanimous recommendation of the Directors of the Company to ZDP Shareholders to vote in favour of the Scheme at the Court Meeting, the ZDP Class Meeting and the General Meeting.

The Directors have been advised by N+1 Singer in connection with the Scheme. We have been authorised by the Directors to write to you to explain the terms of the Scheme and to provide you with other relevant information. The Proposals also involve the adoption of the New Articles. This Explanatory Statement, which is required by the Companies Act, is in relation to the Scheme only.

A description of the action to be taken by ZDP Shareholders in relation to the Court Meeting, the ZDP Class Meeting and the General Meeting is set out in paragraph 13 of this Part 2. The full text of the Scheme is set out in Part 5 of this document. The Notice of the Court Meeting, the Notice of the ZDP Class Meeting and the Notice of the General Meeting are set out in Parts 7 and 8 of this document.

It is expected that, if the conditions to the Scheme have been satisfied, the Scheme will become effective and trading in the New ZDP Shares will commence on 17 September 2014.

2. Background to and reasons for the Scheme

The background to and reasons for the Scheme are described in paragraph 3 of the Chairman's letter in Part 1 of this document.

3. Summary of the Scheme

The Company is proposing to implement the Proposals by way of a Court-approved scheme of arrangement under Part 26 of the Companies Act. Under the Scheme, the ZDP Shares will be cancelled on the Effective Date and in exchange ZDP Shareholders appearing in the register of members at the Scheme Record Time will receive:

for each ZDP Share cancelled

one New ZDP Share

The Scheme will be implemented by cancelling and extinguishing all of the Scheme Shares on the Effective Date, and applying the credit arising from such cancellation to pay up New ZDP Shares to be issued to ZDP Shareholders on the above basis by a wholly-owned subsidiary of the Company incorporated for the purpose.

The Scheme authorises the Company to pay all costs and expenses incurred in relation to the negotiation, preparation and implementation of the Scheme.

4. Relationship between the Company and PEWT Securities

The Company has entered into the Undertaking Agreement with PEWT Securities which is conditional upon the Scheme becoming effective. Under this agreement the net assets of the Company will effectively be made available to meet the repayment entitlement of the New ZDP Shares on 31 December 2015. The Company has also agreed to meet the running costs of PEWT Securities. The Undertaking Agreement contains protections for New ZDP Shareholders, including in particular restrictions on the Company entering into any transaction which, if it were entered into by PEWT Securities, would require the consent of the New ZDP Shareholders under the PEWT Securities Articles. The Undertaking Agreement also contains an obligation on the Company to have due regard to interests of the holders of the New ZDP Shares.

Under the arrangements outlined above, New ZDP Shareholders will participate in the assets of the Group in much the same way as ZDP Shareholders do at present. On a liquidation of the Company, the repayment entitlement of the New ZDP Shares would effectively rank in priority to the capital entitlement of the Ordinary Shares, although it would be subordinated to the Group's bank borrowings (if any) and other creditors and the right of the Ordinary Shareholders to be paid an amount equal to the retained and current revenue profits of the Company (a right which the Ordinary Shareholders have pursuant to the Existing Articles).

The terms of the Undertaking Agreement are summarised in paragraph 8 of Part 3 of this document. The provisions of the PEWT Securities Articles are summarised in paragraph 4 of Part 4 of this document. Both documents are available for inspection as referred to in paragraph 9 of Part 4 of this document.

5. Implementation of the Scheme

The Court Hearing to sanction the Scheme and to confirm the Reduction of Capital is expected to be held on 16 September 2014. ZDP Shareholders will have the right to attend the Court Hearing and to appear in person or be represented by counsel to support or oppose the sanction of the Scheme. The Court Hearing will be held at The Rolls Building, 7 Rolls Buildings, Fetter Lane, London EC4A 1NL.

The Scheme contains a provision for the Company and PEWT Securities jointly to consent, on behalf of all persons concerned, to any modification of or addition to the Scheme, or to any condition that the Court may think fit to approve or impose. The Court would be unlikely to approve or impose any modification of, or addition or condition to, the Scheme which might be material to the interests of ZDP Shareholders unless ZDP Shareholders were informed of any such modification, addition or condition. In such an event it would be for the Court to decide, in its discretion, whether or not the consent of ZDP Shareholders should be sought at a further meeting. Similarly, if a modification, addition or condition is put forward which, in the opinion of the Directors, is of such a nature or importance as to require the consent of the ZDP Shareholders at a further meeting, the Directors will not take the necessary steps to enable the Scheme to become effective unless and until such consent is obtained.

If the Scheme is sanctioned and the Reduction of Capital is confirmed at the Court Hearing and the other conditions to the Scheme have been satisfied or waived, the Scheme is expected to become effective, and dealings in New ZDP Shares are expected to commence, as soon as office copies of the relevant orders of the Court and the accompanying Statement of Capital have been duly delivered to the Registrar of Companies for England and Wales for registration. This is expected to occur on 17 September 2014.

If the Scheme does become effective it will be binding on all ZDP Shareholders, including those who do not vote to approve the Scheme and those who vote against the Scheme at any or all of the Meetings.

If the Scheme has not become effective by 31 October 2014 (or such later date as the Company and PEWT Securities may agree and the Court may allow), it will lapse, in which event the existing ZDP Shares will not

be cancelled and will continue to be listed on the Official List of the UK Listing Authority and no New ZDP Shares will be issued.

6. Effects of the Scheme

The effect of the Scheme will be as follows:

6.1 ZDP Shareholders will exchange their shareholdings in the Company for New ZDP Shares in PEWT Securities. The number of New ZDP Shares held by them will be exactly the same as the number of ZDP Shares currently held by them in the Company.

6.2 The entitlement of ZDP Shareholders to receive a final capital entitlement of 221.78p in cash on the ZDP Repayment Date will be unchanged although this amount will be paid by PEWT Securities rather than by the Company. The entitlement will be funded by the Company pursuant to the terms of the Undertaking Agreement referred to below.

6.3 There will be no change to the Company's investment policy or in the Company's stated policy regarding allocation of expenses. The costs of the Proposals will be charged to income. Accordingly, the cover for the New ZDP Shares will be no different from the cover for the ZDP Shares under the existing structure.

6.4 The rights attached to the New ZDP Shares will be substantially similar to the rights attached to the existing ZDP Shares. Further details of the rights which will attach to the New ZDP Shares are set out in Part 4 of this document. The rights of the New ZDP Shareholders will effectively be enforceable against the Company by means of the Undertaking Agreement.

Immediately following the Scheme becoming effective, PEWT Securities will own no assets other than the capital contribution to be made by the Company to PEWT Securities and its rights under the Undertaking Agreement. Whilst the entitlement of ZDP Shareholders to receive a final capital entitlement of 221.78p in cash on the ZDP Repayment Date will remain unchanged, ZDP Shareholders will not receive any amount in cash pursuant to the terms of the Scheme.

7. Conditions to implementation of the Scheme

The implementation of the Scheme is conditional upon:

7.1 the approval of the Scheme by a majority in number, representing at least 75 per cent. in value, of the ZDP Shareholders present and voting, either in person or by proxy, at the Court Meeting (or any adjournment thereof);

7.2 the special resolution set out in the notice of the ZDP Class Meeting being duly passed by a majority of not less than 75 per cent. of the votes cast (in person or by proxy);

7.3 the special resolution set out in the notice of the Ordinary Class Meeting being duly passed by a majority of not less than 75 per cent. of the votes cast (in person or by proxy);

7.4 the first special resolution set out in the notice of the General Meeting to approve the Scheme and various matters in connection with the Scheme being duly passed by a majority of not less than 75 per cent. of the votes cast (in person or by proxy);

7.5 the sanction of the Scheme by the Court and the confirmation by the Court of the Reduction of Capital, which is expected to occur at the Court Hearing;

7.6 copies of the order of the Court sanctioning this Scheme and confirming the Reduction of Capital, together with the Statement of Capital, having been delivered to the Registrar of Companies for England and Wales for registration; and

7.7 permission being granted by the UK Listing Authority to admit the New ZDP Shares to a standard listing on the Official List and to admit the New ZDP Shares to trading on the London Stock Exchange's main market for listed securities.

The Directors will not take the necessary steps to implement the Scheme unless the above conditions have been satisfied or waived and, at the relevant time, they consider that it continues to be in the Company's, the Ordinary Shareholders' and the ZDP Shareholders' best interests as a whole that the Scheme be implemented.

8. Listing, dealings, share certificates and settlement

Application will be made to the UK Listing Authority for the admission of the New ZDP Shares to the Official List and for the New ZDP Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. If all the conditions to the Scheme are satisfied, the Company intends to seek the delisting of the ZDP Shares from the Official List with effect from the Effective Date. The last day of dealings in ZDP Shares is expected to be 16 September 2014 and the last time for registration of transfers of ZDP Shares is expected to be immediately prior to the Scheme Record Time.

It is expected that admission of the New ZDP Shares will become effective and that dealings in the New ZDP Shares will commence at 8.00 a.m. on 17 September 2014. It is expected that the listing of the ZDP Shares will be cancelled at that time.

These dates may be deferred if it is necessary to adjourn any meetings required to approve the arrangements described in this document or if there is any delay in obtaining the Court's sanction of the Scheme or confirmation of the Reduction of Capital. In the event of a delay, the application for the ZDP Shares to be delisted will be deferred, so that the listing will not be cancelled until immediately before the Scheme becomes effective.

With effect from (and including) the Effective Date, all share certificates representing the ZDP Shares will cease to be valid and binding in respect of such holdings and should be destroyed.

The articles of association of PEWT Securities permit the holding of New ZDP Shares under the CREST system. PEWT Securities will apply for the New ZDP Shares to be admitted to CREST with effect from Admission. Accordingly, settlement of transactions in the New ZDP Shares following Admission may take place within the CREST system if any Shareholder so wishes. CREST is a voluntary system and holders of New ZDP Shares who wish to receive and retain share certificates will be able to do so. ZDP Shareholders may, however, elect to receive New ZDP Shares in uncertificated form if they are a system-shareholder (as defined in the CREST Regulations) in relation to CREST.

For ZDP Shareholders who hold their ZDP Shares in a CREST account at the Scheme Record Time, New ZDP Shares are expected to be credited to the relevant CREST member account on the Effective Date.

For those holding shares in certificated form at the Scheme Record Time, definitive share certificates for the New ZDP Shares are expected to be despatched within ten Business Days after the Effective Date. In the case of joint holders, certificates will be despatched to the joint holder whose name appears first in the register. All certificates will be sent by pre-paid first class post at the risk of the person entitled to them. Pending the despatch of certificates for New ZDP Shares, transfers of New ZDP Shares will be certified against the register of members of PEWT Securities. Temporary documents of title will not be issued in respect of the New ZDP Shares.

ZDP Shares held in uncertificated form will be disabled in CREST on the Effective Date. PEWT Securities reserves the right to issue New ZDP Shares to any or all Shareholders in certificated form if, for any reason, it wishes to do so.

All mandates (if any) in force at the Scheme Record Time relating to the ZDP Shares and all instructions given relating to notices and other communications will, unless and until varied or revoked, be treated, from the Effective Date, as being valid and effective mandates or instructions to PEWT Securities in relation to the corresponding holding of New ZDP Shares.

All documents, certificates, cheques or other communications sent by or to ZDP Shareholders, or as such persons shall direct, will be sent at their own risk and may be sent by post.

Directors' interests

All of the Directors of the Company, whose names are set out in paragraph 2 of Part 3 of this document, have been appointed as Directors of PEWT Securities.

The interests of the Directors in the share capital of the Company are set out in paragraph 4 of Part 3 of this document.

There are no service contracts between the Directors and PEWT Securities and no fees will be paid to the Directors by PEWT Securities. The total emoluments receivable by each of the Directors will not be varied as a result of the Scheme.

The effect of the Scheme on the interests of the Directors and the Ordinary Shares held by them does not differ from its effect on the like interests of other persons.

UK taxation

General

The following comments summarise certain UK tax implications of the Scheme. They are based on current UK tax law and the current practice of HM Revenue & Customs ("HMRC"), both of which are subject to change, possibly with retrospective effect. The summary is intended to apply only to ZDP Shareholders who are resident in the UK for UK tax purposes, who hold their shares as investments and who are the beneficial owners of those shares. The summary is not intended to apply to certain classes of ZDP Shareholder such as dealers in securities. Any ZDP Shareholders who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the UK should consult their own tax advisers.

Taxation of capital gains

The Scheme will be a scheme of reconstruction for the purposes of UK taxation of chargeable gains. Accordingly, a ZDP Shareholder who receives New ZDP Shares under the Scheme should be treated as not having made a disposal of his ZDP Shares. Instead "roll-over" treatment should apply, which means that the New ZDP Shares should be treated as the same asset as the ZDP Shares in respect of which they are issued and treated as acquired at the same time as those ZDP Shares and for the same acquisition cost.

A subsequent disposal of New ZDP Shares may, depending on the holder's circumstances, give rise to a liability to UK taxation of chargeable gains.

For ZDP Shareholders within the charge to UK corporation tax, indexation allowance may reduce any such chargeable gain, but will not create or increase an allowable loss.

If a ZDP Shareholder, alone or together with persons connected with him, holds more than 5 per cent. of the ZDP Shares, such a ZDP Shareholder will be eligible for the "roll-over" treatment described above only if the Scheme is effected for bona fide commercial reasons and does not form part of a scheme or arrangement of which the main purpose, or one of the main purposes, is avoidance of liability to capital gains tax or corporation tax. Clearance has been obtained from HMRC under section 138 Taxation of Chargeable Gains Act 1992 that HMRC is satisfied that the Scheme will be effected for bona fide commercial reasons and will not form part of such a scheme or arrangement.

Taxation of income

The Scheme should not be treated as involving a distribution subject to UK tax as income.

Stamp duty and stamp duty reserve tax (SDRT)

No stamp duty or SDRT will generally be payable by ZDP Shareholders as a result of the cancellation of ZDP Shares and the issue of New ZDP Shares under the Scheme.

ISAs

If existing ZDP Shareholders currently hold ZDP Shares in an ISA, the New ZDP Shares should qualify for inclusion in an ISA. New ZDP Shares purchased in the market should qualify for inclusion in an ISA.

11. Overseas Shareholders

The implications of the Scheme for, and the distribution of this document to, Overseas Shareholders may be affected by the laws of the relevant jurisdictions. Overseas Shareholders should inform themselves about and observe all applicable legal requirements.

It is the responsibility of any person into whose possession this document comes to satisfy themselves as to their full observance of the laws of the relevant jurisdiction in connection with the Scheme and the distribution of this document and/or the accompanying documents, including the obtaining of any governmental, exchange control or other consents which may be required and/or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

If, in respect of any Overseas Shareholder, PEWT Securities is advised that the allotment and issue of New ZDP Shares would or might infringe the laws of any jurisdiction outside the United Kingdom, or would or might require PEWT Securities to obtain any governmental or other consent or effect any registration, filing or other formality, the Scheme provides that PEWT Securities may determine either (i) that the Overseas Shareholder's entitlement to New ZDP Shares shall be issued to a nominee for such Overseas Shareholder appointed by PEWT Securities and then sold, with the net proceeds being remitted to the Overseas Shareholder concerned; or (ii) that the Overseas Shareholder's entitlement to New ZDP Shares pursuant to the Scheme shall be issued to such Overseas Shareholder and then sold on his behalf as soon as reasonably practical at the best price which can be reasonably obtained at the time of sale, with the net proceeds of sale being remitted to the Overseas Shareholder. Any remittance of the net proceeds of sale referred to in this paragraph shall be at the risk of the relevant Overseas Shareholder.

Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme in their particular circumstances.

This document does not constitute an invitation or offer to sell or the solicitation of an invitation or offer to buy any security. None of the securities referred to in this document shall be sold, issued, subscribed for, purchased, exchanged or transferred in any jurisdiction in contravention of applicable law.

12. Meetings

The Scheme will require approval at the following Meetings:

the approval of ZDP Shareholders at the Court Meeting held at the discretion of the Court;
the passing by ZDP Shareholders of the special resolution to be proposed at the ZDP Class Meeting;
the passing by Ordinary Shareholders of the special resolution to be proposed at the Ordinary Class Meeting; and
the passing by ZDP Shareholders and Ordinary Shareholders (voting together) of the first special resolution relating to the Scheme to be proposed at the General Meeting.

Notices of the Court Meeting, the ZDP Class Meeting, the Ordinary Class Meeting and the General Meeting are set out in Parts 7 and 8 respectively of this document.

Court Meeting

The Court Meeting at which ZDP Shareholders will consider and, if thought fit, approve the Scheme has been convened for 27 August 2014 at 11.15 a.m. pursuant to an order of the Court giving the Company leave to convene that meeting.

At the Court Meeting, voting will be by poll and each ZDP Shareholder present in person or by proxy will be entitled to one vote for each ZDP Share held. The statutory majority required to approve the Scheme at the Court Meeting is a majority in number, representing at least 75 per cent. in value, of the ZDP Shareholders present and voting (either in person or by proxy) at the Court Meeting (or any adjournment thereof).

In order that the Court be satisfied that the votes cast constitute a fair representation of the views of the ZDP Shareholders, it is important that as many votes as possible are cast at the Court

Meeting. ZDP Shareholders are therefore encouraged to take the action referred to in paragraph 13 below.

It is important for ZDP Shareholders to be aware that, if the Scheme becomes effective, it will be binding on all ZDP Shareholders, irrespective of whether they attend the Court Meeting and irrespective of the manner (if any) in which they voted.

The Court Meeting will take place at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH. Only ZDP Shareholders are entitled to attend and vote at the Court Meeting.

ZDP Class Meeting

The ZDP Class Meeting has been convened for 27 August 2014 at 11.25 a.m. (or as soon thereafter as the Court Meeting shall have concluded or been adjourned) to enable ZDP Shareholders to consider, and if thought fit, pass a special resolution consenting to any variation of their class rights which might arise under or as a result of the implementation of the Scheme and its approval by the Shareholders. In the event that this meeting is adjourned due to the absence of a quorum, the adjourned meeting will be held at the same venue at 11.25 a.m. on 8 September 2014.

The ZDP Class Meeting will take place at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH. Only ZDP Shareholders are entitled to attend and vote at the ZDP Class Meeting.

Ordinary Class Meeting

A meeting of Ordinary Shareholders has been convened for 27 August 2014 at 11.35 a.m. (or as soon thereafter as the ZDP Class Meeting shall have concluded or been adjourned) to enable Ordinary Shareholders to consider, and if thought fit, pass a special resolution consenting to any variation of their class rights which might arise under or as a result of the implementation of the Scheme and its approval by the Shareholders. In the event that this meeting is adjourned due to the absence of a quorum, the adjourned meeting will be held at the same venue at 11.35 a.m. on 8 September 2014.

The Ordinary Class Meeting will take place at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH. Only Ordinary Shareholders are entitled to attend and vote at the Ordinary Class Meeting.

General Meeting

The General Meeting has been convened for 27 August 2014 at 11.45 a.m. (or as soon thereafter as the Ordinary Class Meeting concludes or is adjourned). A description of the business to be transacted at the General Meeting is set out in the Notice of the General Meeting at the end of this document. ZDP Shareholders and Ordinary Shareholders are entitled to vote (together) in respect of the resolutions to be proposed at that Meeting. At the General Meeting, Ordinary Shareholders and ZDP Shareholders will be asked to consider and, if thought fit, pass a special resolution to approve:

(a) the Scheme;
(b) the Reduction of Capital;
(c) conditional on the Scheme becoming effective, the adoption of the New Articles in substitution for the Existing Articles;
(d) the terms of the Undertaking Agreement; and
(e) conditional on the Scheme becoming effective, the de-listing of the ZDP Shares from the Official List of the UK Listing Authority.

The majority required for the passing of the special resolution referred to above is not less than 75 per cent. of the votes cast (in person or by proxy) at the General Meeting.

The General Meeting will take place at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH. Ordinary and ZDP Shareholders are entitled to attend and vote at the General Meeting.

Notices of all of the above meetings in respect of the Scheme are set out on pages 42 to 50 of this document.

Action to be taken

Forms of proxy for Shareholders are enclosed as follows:

(a) for the Court Meeting, a white form of proxy;
(b) for the ZDP Class Meeting, a pink form of proxy;
(c) for the Ordinary Class Meeting, a green form of proxy; and
(d) for the General Meeting, a blue form of proxy.

Whether or not you propose to attend the Meetings in person, you are requested to complete and sign the forms of proxy.

Completed forms of proxy should be returned by post or by hand to Capita Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF, as soon as possible, and in any case so as to be received by Capita Asset Services not later than 11.15 a.m. on 22 August 2014 in relation to the white form of proxy relating to the Court Meeting, 11.25 a.m. on 22 August 2014 in relation to the pink form of proxy for the ZDP Class Meeting, 11.35 a.m. on 22 August 2014 in relation to the green form of proxy for the Ordinary Class Meeting and 11.45 a.m. on 22 August 2014 in relation to the blue form of proxy relating to the General Meeting.

The white form of proxy in respect of the Court Meeting may be handed to the chairman of the meeting at the start of the Court Meeting and still be valid. However, in the case of the Class Meetings and the General Meeting, unless the relevant form of proxy is lodged so as to be received by the time stated in the instructions printed on it, it will be invalid.

The lodging of a form of proxy will not prevent you from attending either the Court Meeting or the ZDP Class Meeting or the General Meeting and voting in person if you are entitled to do so.

Prospectus

A Prospectus relating to PEWT Securities and the New ZDP Shares, prepared in accordance with the Prospectus Rules made under Part VI of FSMA, is expected to be made available to the public in accordance with Rule 3.2 of the Prospectus Rules in electronic form on the Company's website (www.premierfunds.co.uk) once approved by and filed with the UKLA, which is expected to be on or around 11 September 2014. It is expected that copies may also be obtained, on request, free of charge by writing to the registered office of the Company (Eastgate Court, High Street, Guildford, Surrey GU1 3DE).

The information in the Prospectus will include financial information and an operating and financial review in relation to the Group, a business overview of the Group and a section of additional information, including details of the remuneration and interests of the Directors, material contracts and capital resources of the Group and details of litigation concerning the Group, all of which will be relevant to PEWT Securities as a wholly owned subsidiary of the Company. Certain of this information will be incorporated into the Prospectus by reference.

Further information

Your attention is drawn to the letter from your Chairman set out in Part 1 of this document, the Scheme (which is set out in full in Part 5 of this document) and the additional information set out in Parts 3 and 4 of this document.

Yours faithfully

James Maxwell
Director
for and on behalf of
N+1 Singer Advisory LLP

PART 3 – ADDITIONAL INFORMATION ON THE COMPANY

1. The Company

1.1 The Company was incorporated and registered in England and Wales on 12 September 2003 with registered number 04897881 as a public company limited by shares with the name Premier Utilities Trust PLC. The Company changed its name to Premier Energy and Water Trust PLC on 2 May 2008. Premier Energy and Water Trust PLC is the legal and commercial name of the Company.

1.2 The principal legislation pursuant to which Ordinary Shares and ZDP Shares have been issued is the Companies Act 1985 and the Companies Act 2006, as amended. The principal legislation under which the Company operates is the Companies Act.

1.3 The registered office and the principal place of business of the Company is at Eastgate Court, High Street, Guildford, Surrey, GU1 3DE (telephone number +44(0)1483 306 090).

2. Directors

2.1 The Directors and their principal functions are:

Name	Position
Geoffrey Burns	Chairman and Independent Non-executive Director
Ian Graham	Independent Non-executive Director
Michael Wigley	Independent Non-executive Director
Charles Wilkinson	Independent Non-executive Director

2.2 The business address of each of the Directors of the Company is Eastgate Court, High Street, Guildford, Surrey GU1 3DE.

3. Share capital of the Company

3.1 The issued share capital of the Company as at the date of this document is as follows. All such shares are, or are credited as being, fully paid up.

	Nominal Value (£)	Number
Ordinary Shares of 1p each	170,684.80	17,068,480
ZDP Shares of 1p each	211,803.73	21,180,373

3.2 The issued share capital of the Company on the basis that the Scheme becomes effective will be as follows. All such shares are, or are credited as being, fully paid up.

	Nominal Value (£)	Number
Ordinary Shares of 1p each	170,684.80	17,068,480

4. Directors' interests

4.1 As at the date of this document, the interests of the Directors and their immediate families in the issued share capital of the Company which have been notified by each Director to the Company were as follows:

Name	Number of Ordinary Shares	% of issued Ordinary Share capital
Geoffrey Burns	80,411	0.47
Ian Graham	22,032	0.13
Michael Wigley	125,150	0.73
Charles Wilkinson	31,223	0.18

4.2 Save as aforesaid, the Directors do not have any interest in the share capital of the Company.

Summary of amendments to the Existing Articles by reason of adopting the New Articles

At the General Meeting it is proposed to pass a special resolution of the Company that, amongst other things, will replace the Existing Articles with the New Articles conditional upon the Scheme becoming effective. A summary of the principal differences between the Existing Articles and the New Articles is set out below:

5.1 Under article 134 of the Existing Articles, the Directors are obliged to convene a General Meeting of the Company to be held on 31 December 2015 at which a special resolution would be proposed requiring the Company to be wound-up voluntarily. This article together with all related articles including the requirement to pay a final dividend to Ordinary Shareholders immediately prior to such general meeting are removed in the New Articles. Notwithstanding the removal of the requirement to wind up the Company, the New Articles allow Ordinary Shareholders an opportunity to vote on the continued existence of the Company at the Company's annual general meeting in 2020 and, if approved at such annual general meeting, at every fifth annual general meeting thereafter.

5.2 The New Articles reflect the fact that with effect from the implementation of the Scheme there will be a single class of shares of the Company, being the Ordinary Shares. All references to the ZDP Shares have been removed and certain class rights of ZDP Shareholders and Ordinary Shareholders have been removed.

5.3 Under the Existing Articles, it is envisaged that immediately prior to the general meeting convened to wind up the Company on 31 December 2015, the Company would pay to the Ordinary Shareholders an amount equal to the directors' best estimate of the revenue profits of the Company (including accumulated revenue reserves) available for distribution, unless the Directors are satisfied that such amount would remain available for distribution on a winding up of the Company and following a distribution of all amounts due to the ZDP Shareholders. Taking into account the revised structure of the Group, this provision has been deleted in the New Articles.

5.4 Certain non-material updates have been made to reflect changes in applicable law and regulation.

The rights of the New ZDP Shares will be contained in the PEWT Securities Articles, a summary of which is contained in paragraph 4 of Part 4 of this document.

Undertaking Agreement

An undertaking agreement dated 1 August 2014 has been entered into between the Company and PEWT Securities, which is conditional upon the Scheme becoming effective. Pursuant to this agreement the Company agrees to contribute to PEWT Securities (by way of gift, capital contribution or otherwise) such amount as will result in PEWT Securities having sufficient assets to satisfy the then current or, as the case may be, final capital entitlement of the New ZDP Shares on the ZDP Repayment Date or any earlier winding up of PEWT Securities under the PEWT Securities Articles. Pursuant to the Undertaking Agreement, the Company's obligations shall, in the event of the winding up of the Company, be subordinated in right of payment to the claims of the other unsecured creditors of the Company and the right of the Ordinary Shareholders to be paid an amount equal to the revenue profits of the Company. In addition the Company covenants to PEWT Securities (for PEWT Securities' own benefit and in favour of PEWT Securities as trustee for the holders of the New ZDP Shares) that, whilst it remains liable to make any payment under the Undertaking Agreement it will:

6.1 not vote to pass a resolution at any general meeting of PEWT Securities relating to any matters which would require the previous sanction of a special resolution passed at a separate general meeting of the holders of the New ZDP Shares in accordance with the PEWT Securities Articles unless such previous sanction has first been obtained;

6.2 not (and shall, so far as it is able, procure that none of its subsidiaries shall) enter into or permit any transaction or pass any resolution which, if it were entered into or permitted or passed by PEWT Securities, would require the previous sanction of a special resolution passed at a separate general meeting of the holders of the New ZDP Shares under the PEWT Securities Articles or otherwise as required by law, without such previous sanction having first been obtained;

6.3 not without the previous sanction of a special resolution passed at a separate general meeting of the holders of the New ZDP Shares itself undertake and procure that other members of the Group will not undertake any of the matters requiring the consent of the holders of the New ZDP Shares under the PEWT Securities Articles;

6.4 except with the previous sanction of a special resolution passed at a separate general meeting of the holders of the New ZDP Shares or as required by law or the UK Listing Authority, ensure that the Board of Directors of PEWT Securities as constituted from time to time are the same individuals who form the Board of Directors of the Company;

6.5 have due regard to the interests of the holders of the New ZDP Shares as shareholders of a creditor of the Company;

6.6 meet all costs and expenses incurred in relation to the operation of PEWT Securities; and

6.7 not transfer its legal or beneficial interest in any ordinary shares in the capital of PEWT Securities that it holds from time to time.

PART 4 – ADDITIONAL INFORMATION ON THE SUBSIDIARY

Incorporation and activity of PEWT Securities

1.1 PEWT Securities was incorporated with limited liability in England and Wales on 25 July 2014 as a public company under the Companies Act 2006.

1.2 The registered office of and the principal place of business of PEWT Securities is at Eastgate Court, High Street, Guildford, Surrey GU1 3DE.

1.3 PEWT Securities has not traded since its incorporation.

Directors of PEWT Securities

2.1 The directors of PEWT Securities and their principal functions are:

Name	Position
Geoffrey Burns	Chairman and Independent Non-executive Director
Ian Graham	Independent Non-executive Director
Michael Wigley	Independent Non-executive Director
Charles Wilkinson	Independent Non-executive Director

2.2 The business address of each of the directors of PEWT Securities is Eastgate Court, High Street, Guildford, Surrey GU1 3DE.

Share capital of PEWT Securities

3.1 The issued share capital of PEWT Securities as at the date of this document is one ordinary share of £1, which was issued fully paid to the subscriber to the memorandum of association and which was subsequently transferred to the Company.

3.2 Save as disclosed in this paragraph 3, at the date of this document there has been no issue of share or loan capital of PEWT Securities since its incorporation and no share or loan capital of PEWT Securities is under option or agreed to be put under option.

3.3 At the date of this document, PEWT Securities has no subsidiaries and, accordingly, there has been no material issue of share or loan capital by any subsidiary undertaking of PEWT Securities for cash or other consideration.

3.4 The New ZDP Shares will, when issued, be in registered form and the New ZDP Shares will be capable of being held in uncertificated form. No temporary documents of title have been or will be issued in respect of the New ZDP Shares.

3.5 The New ZDP Shares have not been marketed, nor are they available in whole or in part to the public otherwise than pursuant to the Scheme.

3.6 No commissions, discounts, brokerages or other special terms have been granted in respect of the issue of any share capital of PEWT Securities.

3.7 Under the Scheme PEWT Securities will issue New ZDP Shares, credited as fully paid, to the Scheme Shareholders on the following basis:

for each Scheme Share

one New ZDP Share

3.8 Accordingly, the proposed issued and fully paid share capital of PEWT Securities as it will be following the Effective Date is as follows:

	Nominal Value (£)	Number
Ordinary shares of £1	1	1
New ZDP Shares of 1p each	211,803.73	21,180,373

4. Articles of Association of PEWT Securities

The Articles of PEWT Securities contain, inter alia, the provisions which are summarised below. In this paragraph 4 references to “ordinary shares” are to ordinary shares of £1 each in PEWT Securities:

4.1 Dividend rights attaching to the New ZDP Shares

The New ZDP Shares shall carry no rights to receive dividends.

4.2 Voting rights attaching to the New ZDP Shares

The holders of New ZDP Shares shall have the right to receive notice of general meetings of PEWT Securities but shall not have the right to attend or vote thereat, except upon:

4.2.1 any resolution to alter, modify or abrogate the special rights or privileges attached to the New ZDP Shares;

4.2.2 any resolution to consolidate and divide or sub-divide the share capital of PEWT Securities; or

4.2.3 any resolution to wind up PEWT Securities (including pursuant to the provisions summarised at paragraph 4.5 below),

but subject to the provisions summarised at paragraphs 4.5.1 and 4.5.2 below and provided that at any meeting where such business is to be considered such holders shall be entitled to vote in relation to such business alone.

4.3 Rights on a winding up attaching to the New ZDP Shares and ordinary shares

On a return of assets, on a liquidation or otherwise, the surplus assets of PEWT Securities after payment of all its debts and satisfaction of all its liabilities shall be applied as follows:

4.3.1 first, there shall be paid to holders of the New ZDP Shares an amount equal 151.39p per New ZDP Share as increased with effect from and including 17 December 2009 on a daily basis at such compounded rate as results in a final entitlement on 31 December 2015 of 221.78p per New ZDP Share; and

4.3.2 secondly, there shall be paid to the holders of the ordinary share(s) the surplus assets of PEWT Securities available for distribution pro rata to the number of ordinary share(s) then held by them.

4.4 Class rights attaching to the New ZDP Shares

Except as otherwise permitted by the PEWT Securities Articles, PEWT Securities shall not, without the previous sanction of a special resolution of the holders of New ZDP Shares passed at a separate meeting of such holders convened and held in accordance with the provisions of the PEWT Securities Articles:

4.4.1 and shall, so far as it is able, procure that the Company shall not, without like sanction, issue any further shares or rights to subscribe or convert any securities into shares 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 New ZDP Shares; save that PEWT Securities may, subject as provided in the PEWT Securities Articles, issue further New ZDP Shares, rights or securities ranking pari passu with the New ZDP Shares, provided that the directors of PEWT Securities shall have calculated and PEWT Securities’ 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 New ZDP Shares in issue immediately thereafter would have a Cover of not less than 1.5 times; or

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

The “NAV Calculation Date” for this purpose 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 of PEWT Securities, the close of business on 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 of PEWT Securities shall where available:

A. use the Gross Assets of the Group 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 Gross Assets of the Group 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 New ZDP Shares and the capital entitlements of the new shares or securities or rights to be issued as aforesaid in each case as at 31 December 2015;

F. make appropriate adjustments for any other issues or reclassifications or purchases of own share capital which have been made by the Group 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 of PEWT Securities 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;

4.4.2 and shall, so far as it is able, procure that the Company shall not, without like sanction, pass a resolution to reduce the capital of PEWT Securities or any member of the Group in any manner or to repurchase shares in PEWT Securities or any member of the Group, other than as otherwise permitted by the PEWT Securities Articles;

4.4.3 pass a resolution releasing the directors from their obligation to wind up PEWT Securities on 31 December 2015 or otherwise varying its effect;

4.4.4 and shall, so far as it is able, procure that the Company shall not, without like sanction, pass a resolution for the voluntary winding up of PEWT Securities or any member of the Group where such winding up would take effect prior to 31 December 2015;

4.4.5 pass any resolution which authorises or permits the payment of a dividend or other distribution out of the capital reserves of the Group other than as permitted by the PEWT Securities Articles;

4.4.6 and shall, so far as it is able, procure that the Company shall not, without like sanction, change the investment policy of the Company or any member of the Group materially;

4.4.7 and shall, so far as it is able, procure that the Company shall not, without like sanction, change the gearing policy of the Company or any member of the Group;

4.4.8 and shall, so far as it is able, procure that the Company shall not, without like sanction, pass a resolution re-appointing a Director or a director of PEWT Securities;

4.4.9 and shall, so far as it is able, procure that the Company shall not, without like sanction, pass a resolution at any general meeting of any member of the Group where that general meeting has been called otherwise than by order of the board of directors of PEWT Securities or any member of the Group; or

4.4.10 make any variation of the terms of the Undertaking Agreement which, at the time of being made, could reasonably be considered to be materially prejudicial to the interests of the holders of the New ZDP Shares;

provided that no such sanction will be required for the passing of a resolution authorising PEWT Securities or, where applicable, the Company to repurchase:

(a) Ordinary Shares in the capital of the Company where such shares may only be purchased at prices below their prevailing net asset value (as determined by the Directors in accordance with the New Articles as at a date falling no more than 10 days before the date of the relevant repurchase) and where the Cover on New ZDP Shares is 1.5 times or above and where such purchases will not reduce the Cover on New ZDP Shares below 1.5 times (in each case as determined by the Directors as at a date falling not more than 10 days before the date of repurchase) and taking account of any purchases of New ZDP Shares proposed to be made at or about the same time; or

(b) Ordinary Shares in the capital of the Company and New ZDP Shares in such proportion as is necessary to maintain the then-current ratio of Ordinary Shares to New ZDP Shares in issue;

(c) New ZDP Shares where such shares may only be purchased at prices below their prevailing accrued capital entitlement (as determined by the directors in accordance with the PEWT Securities Articles as at a date falling not more than 10 days before the date of the relevant repurchase),

or for any repurchase of such shares in accordance with any such resolution.

Each holder of New ZDP Shares shall have the right to receive, for information purposes only, notice of general meetings of the Parent but (without prejudice to the rights of holders of ZDP shares summarised above) shall not have the right to attend or vote at any such meeting.

4.5 Duration

The directors shall convene a general meeting of PEWT Securities to be held on the earlier of:

(a) 31 December 2015 (or if that date is not a Business Day then on the immediately preceding Business Day);

(b) the date 60 days after the date on which the directors have been informed by the Company (and as subsequently certified by PEWT Securities' auditors) that the Gross Assets of the Group (as derived from the weekly statement of the Company's net asset value released to a Regulatory Information Service) for four consecutive weeks has been £5 million or less,

at which a resolution shall be proposed requiring that PEWT Securities be wound up voluntarily. At such meeting, the vote of those members entitled to vote shall be taken by poll.

At such meeting, those holders of shares who (being individuals) are present in person or by proxy or (being corporations) are present by proxy or by duly authorised representative, and entitled to vote and who vote in favour of the resolution shall, on a poll, have such number of votes in respect of each share held by them (including fractions of a vote) so that the aggregate number of votes cast in favour of the resolution is four times the aggregate number of votes cast against the resolution and each member present in person or by proxy and entitled to vote and who votes against such resolution shall on a poll have one vote for each share held.

Notwithstanding the provisions of the PEWT Securities Articles summarised at paragraph 4.4 above:

4.5.1 if any offer is made to all holders of the New ZDP Shares (other than the offeror and/or persons acting in concert with the offeror) which becomes or is declared unconditional in all respects prior to 31 December 2015, and which entitles holders of New ZDP Shares to receive no later than the date falling 14 days after 31 December 2015, an amount in cash not less than that to which they would be entitled on the winding up of PEWT Securities on 31 December 2015 in accordance with the PEWT Securities Articles, then whether or not such offer is accepted in any particular case, holders of the New ZDP Shares shall not thereafter be entitled to vote at any general meetings of PEWT Securities and the previous sanction of a special resolution of the holders of the New ZDP Shares shall not be required in any case in which it would be otherwise required by the PEWT Securities Articles provided that where, notwithstanding the foregoing, such sanction is required in any case by the Companies Act, all holders of such New ZDP Shares present in person or by proxy and entitled to vote at such meeting shall (in respect of the votes attached to all such shares) vote in favour of any resolution or resolutions recommended by the board and where any vote is not cast or is cast against any such resolution or resolutions recommended by the board it shall be deemed to have been cast in

favour by virtue of this provision, save that the provisions relating to general meetings and class resolutions shall cease as regards the holders of the New ZDP Shares if either the board considers that the aforementioned offer is unlikely to be honoured or the offeror breaches a material term of the offer or otherwise manifests an intention not to implement the offer; and

4.5.2 if at any time before the passing of the winding up resolution on 31 December 2015 a resolution is proposed at a general meeting (including the meeting convened to consider the winding up of PEWT Securities) asking shareholders to sanction any form of arrangement or other proposal which provides for the holders of the New ZDP Shares to receive, no later than the date falling 14 days after 31 December 2015, an amount in cash not less than that to which they would be entitled on a winding up on 31 December 2015 in accordance with the PEWT Securities Articles then they shall not be entitled to vote on such resolution to sanction such arrangement or on the resolution for winding up and the previous sanction of a special resolution of the holders of the New ZDP Shares shall not be required in any case in which it would be otherwise required by the PEWT Securities Articles.

4.6 Objects

The PEWT Securities Articles do not provide for any objects of PEWT Securities and accordingly the objects of PEWT Securities are unrestricted.

4.7 Variation of rights

Subject to the provisions of the Companies Act and every other statute for the time being in force concerning companies and affecting PEWT Securities, if at any time the share capital of PEWT Securities is divided into different classes of shares, the rights attached to any class may be varied in such manner (if any) as may be provided by those rights or, in the absence of such provision, either with the consent in writing of the holders of not less than three-quarters in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares) or with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class (but not otherwise) and may be so varied either whilst PEWT Securities is a going concern or during or in contemplation of a winding-up. At every such separate general meeting no member shall be entitled to receive notice of such meeting or to attend it unless he is a holder of shares of the class in question and no vote shall be given except in respect of a share of that class, and the necessary quorum shall be at least two persons holding or representing by proxy at least one-third in nominal value of the issued shares of the class in question (but at any adjourned meeting any holder of shares of the class present in person or by proxy shall be a quorum), any holder of shares of the class present in person or by proxy may demand a poll and every such holder shall on a poll have one vote for every share of the class held by him. Where the rights of some only of the shares of any class are to be varied, the foregoing provisions apply as if each group of shares of the class differently treated formed a separate class whose rights are to be varied.

4.8 Alteration of share capital

PEWT Securities may by ordinary resolution:

(a) consolidate and divide all or any of its share capital into shares of larger nominal value than its existing shares;

(b) sub-divide its shares, or any of them, into shares of smaller nominal value than its existing shares; and

(c) determine that, as between the shares resulting from such a sub-division, one or more shares may, as compared with the others, have any such preferred, deferred or other rights or be subject to any such restrictions as PEWT Securities has power to attach to unissued or new shares.

4.9 Issue of shares

Subject to the provisions of the Companies Act and without prejudice to any rights attaching to any existing shares, any share may be issued with such rights or restrictions as PEWT Securities may by ordinary resolution determine (or if PEWT Securities has not so determined, as the directors may determine).

4.10 Dividends

Subject to the provisions of the Companies Act and the PEWT Securities Articles, PEWT Securities may by ordinary resolution declare dividends in accordance with the respective rights of the shareholders but no dividends shall exceed the amount recommended by the directors. Subject to the provisions of the Companies Act, the directors may pay interim dividends, or dividends payable at a fixed rate, if it appears to them that they are justified by the profits of PEWT Securities available for distribution. If the directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.

Subject to the rights of persons (if any) entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid. If any share is issued on terms that it ranks for dividend as from a particular date, it shall rank for dividend accordingly. In any other case, dividends shall be apportioned and paid proportionately to the amount paid up on the shares during any portion(s) of the period in respect of which the dividend is paid.

4.11 Voting rights

Subject to any rights or restrictions attached to any shares, on a show of hands every shareholder present in person has one vote and every proxy present who has been duly appointed by a shareholder entitled to vote has one vote, and on a poll every shareholder (whether present in person or by proxy) has one vote for every share of which he is the holder. A shareholder entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses the same way. In the case of joint holders, the vote of the senior who tenders a vote shall be accepted to the exclusion of the vote of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register.

No shareholder shall have any right to vote at any general meeting or at any separate meeting of the holders of any class of shares, either in person or by proxy, in respect of any share held by him unless all amounts presently payable by him in respect of that share have been paid.

4.12 Transfer of shares

A share in certificated form may be transferred by an instrument of transfer, which may be in any usual form or in any other form approved by the directors, executed by or on behalf of the transferor and, where the share is not fully paid, by or on behalf of the transferee. A share in uncertificated form may be transferred by means of the relevant electronic system concerned.

In their absolute discretion, the directors may refuse to register the transfer of a share in certificated form which is not fully paid provided that if the share is listed on the Official List such refusal does not prevent dealings in the shares from taking place on an open and proper basis. The directors may also refuse to register a transfer of a share in certificated form unless the instrument of transfer:

is lodged, duly stamped, at the registered office of PEWT Securities or such other place as the directors may appoint and is accompanied by the certificate for the share to which it relates and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer;
is in respect of only one class of share; and
is not in favour of more than four transferees.

The directors may refuse to register a transfer of a share in uncertificated form in any case where PEWT Securities is entitled to refuse to register the transfer under the CREST Regulations provided that such refusal does not prevent dealings in the shares from taking place on an open and proper basis.

If the directors refuse to register a transfer of a share, they shall within two months after the date on which the transfer was lodged with PEWT Securities or, in the case of an uncertificated share, the date on which the appropriate instruction was received by or on behalf of PEWT Securities in accordance with the CREST Regulations send to the transferee notice of refusal.

No fee shall be charged for the registration of any instrument of transfer or other document or instruction relating to or affecting the title to any share.

4.13 Distribution of assets on a winding-up

If PEWT Securities is wound up, with the sanction of a special resolution and any other sanction required by law and subject to the Companies Act, the liquidator may divide among the shareholders in specie the whole or any part of the assets of PEWT Securities and for that purpose may value any assets and determine how the division shall be carried out as between the shareholders or different classes of shareholders. With the like sanction, the liquidator may vest the whole or any part of the assets in trustees upon such trusts for the benefit of the shareholders as he may with the like sanction determine, but no shareholder shall be compelled to accept any shares or other securities upon which there is a liability.

4.14 Restrictions on rights: failure to respond to a section 793 notice

If a shareholder, or any other person appearing to be interested in shares held by that shareholder, fails to provide the information requested in a notice given to him under section 793 of the Companies Act by PEWT Securities in relation his interest in shares (the "default shares") within 28 days of the notice (or, where the default shares represent at least 0.25 per cent. of their class, 14 days of the notice), sanctions shall apply unless the directors determine otherwise. The sanctions available are the suspension of the right to attend or vote (whether in person or by representative or proxy) at any general meeting or any separate meeting of the holders of any class or on any poll and, where the default shares represent at least 0.25 per cent. of their class (excluding treasury shares), the withholding of any dividend payable in respect of those shares and the restriction of the transfer of those shares (subject to certain exceptions).

4.15 Untraced shareholders

Subject to various notice requirements, PEWT Securities may sell any of a shareholder's shares if, during a period of 12 years, at least three dividends (either interim or final) on such shares have become payable and no cheque for amounts payable in respect of such shares has been presented and no warrant or other method of payment has been effected and no communication has been received by PEWT Securities from the shareholder or person concerned.

4.16 Appointment of directors

Unless PEWT Securities determines otherwise by ordinary resolution, the number of directors (other than alternate directors) shall not be subject to any maximum but shall not be less than two.

Subject to the PEWT Securities Articles, PEWT Securities may by ordinary resolution appoint a person who is willing to act as, and is permitted by law to do so, to be a director either to fill a vacancy or as an additional director. The directors may appoint a person who is willing to act, and is permitted by law to do so, to be a director, either to fill a vacancy or as an additional director. A person appointed as a director by the other directors is required to retire at the next annual general meeting of PEWT Securities and shall then be eligible for reappointment.

4.17 Powers of directors

The business of PEWT Securities shall be managed by the directors who, subject to the provisions of the PEWT Securities Articles and to any directions given by special resolution to take, or refrain from taking, specified action, may exercise all the powers of PEWT Securities.

Any director may appoint any other director, or any other person approved by resolution of the directors and willing to act and permitted by law to do so, to be an alternate director.

4.18 Voting at board meetings

No business shall be transacted at any meeting of the directors unless a quorum is present and the quorum may be fixed by the directors; unless so fixed at any other number the quorum shall be two. A director shall not be counted in the quorum present in relation to a matter or resolution on which he is not entitled to vote but shall be counted in the quorum present in relation to all other matters or resolutions considered or voted on at the meeting. An alternate Director who is not himself a Director shall, if his appointor is not present, be counted in the quorum.

Questions arising at a meeting of the Directors shall be decided by a majority of votes. In the case of an equality of votes, the chairman of the meeting shall have a second or casting vote.

4.19 Restrictions on voting

Subject to any other provision of the PEWT Securities Articles, a director shall not vote at a meeting of the directors on any resolution concerning a matter in which he has, directly or indirectly, a material interest (other than an interest in shares, debentures or other securities of, or otherwise in or through, PEWT Securities) unless his interest arises only because the case falls within certain limited categories specified in the PEWT Securities Articles.

4.20 Directors' interests

Subject to the provisions of the Companies Act and provided that the Director has disclosed to the other directors the nature and extent of any material interest of his, a director, notwithstanding his office, may be a party to, or otherwise interested in, any transaction or arrangement with PEWT Securities or in which PEWT Securities is otherwise interested and may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate in which PEWT Securities is interested.

4.21 Indemnity

Subject to the provisions of the Companies Act, PEWT Securities may indemnify any person who is a director, secretary or other officer of PEWT Securities, against (a) any liability whether in connection with any negligence, default, breach of duty or breach of trust by him in relation to PEWT Securities or any associated company or (b) any other liability incurred by or attaching to him in the actual or purported execution and/or discharge of his duties and/or the exercise or purported exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office; and purchase and maintain insurance for any person who is a director, secretary, or other officer or auditor of PEWT Securities in relation to anything done or omitted to be done or alleged to have been done or omitted to be done as director, secretary, officer or auditor.

4.22 General meetings

In the case of the annual general meeting, twenty-one clear days' notice at the least shall be given to all the members and to the auditors. All other general meetings shall also be convened by not less than twenty-one clear days' notice to all those members and to the auditors unless PEWT Securities offers members an electronic voting facility and a special resolution reducing the period of notice to not less than fourteen clear days has been passed in which case a general meeting may be convened by not less than fourteen clear days' notice in writing.

No business shall be transacted at any meeting unless a quorum is present. Two persons entitled to vote upon the business to be transacted, each being a shareholder or a proxy for a shareholder or a duly authorised representative of a corporation which is a shareholder (including for this purpose two persons who are proxies or corporate representatives of the same shareholder), shall be a quorum.

A shareholder is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at a meeting of PEWT Securities. A shareholder may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. Subject to the provisions of the Companies Act, any corporation which is a member of PEWT Securities may, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of PEWT Securities, or at any separate meeting of the holders of any class of shares.

Delivery of an appointment of proxy shall not preclude a shareholder from attending and voting at the meeting or at any adjournment of it.

Directors may attend and speak at general meetings and at any separate meeting of the holders of any class of shares, whether or not they are shareholders.

A poll on a resolution may be demanded at a general meeting either before a vote on a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared. A poll may be demanded by the chairman or by: (a) not less than two members having the right to vote

at the meeting; or (b) a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or (c) a member or members holding shares conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.

5. Material Differences between the rights of the New ZDP Shares under the PEWT Securities Articles and the rights of the ZDP Shares under the Existing Articles

Ordinary Shareholders will remain as Shareholders in the Company and, under the Scheme, the ZDP Shareholders will exchange their ZDP Shares for New ZDP Shares issued by PEWT Securities. The ZDP Shareholders will no longer be Shareholders in the Company nor will they (a) have the right to vote at general meetings of the Company; or (b) have class rights under the New Articles of the Company. The rights of the New ZDP Shares will therefore be prescribed under the PEWT Securities Articles (which are summarised above).

Under the terms of the Undertaking Agreement the Company has, amongst other things, undertaken not to enter into any transaction which, if it were a transaction entered into by PEWT Securities, would require the previous sanction of a special resolution passed at a separate general meeting of the holders of New ZDP Shares in accordance with the PEWT Securities Articles or otherwise as required by law, without such previous sanction having first been obtained.

The rights of the New ZDP Shareholders to receive their final capital entitlement will be enforced against the Company by PEWT Securities as a creditor (subordinated to other creditors of the Company and the right of the Ordinary Shareholders to be paid an amount equal to the revenue profits of the Company) under the Undertaking Agreement rather than by the ZDP Shareholders themselves under the Existing Articles, as is currently the case.

The New ZDP Shares have class rights in substantially similar form to the class rights of the existing ZDP Shares although as can be seen from the summary above, certain of those rights relate to the activities of the Group rather than just the Company as is currently the case.

In addition, new class rights have been added such that a separate class meeting and vote of the New ZDP Shareholders would be required in respect of:

(a) the re-appointment of a Director or a director of PEWT Securities;
(b) the passing of a resolution at any general meeting of any member of the Group where that general meeting has been called otherwise than by order of the board of directors of PEWT Securities or any member of the Group; and
(c) any material change to the terms of the Undertaking Agreement.

6. Consent

N+1 Singer has given and not withdrawn its written consent to the issue of this document with the inclusion herein of its letter and the references to its name in the form and context in which they appear.

7. Costs

The costs of implementing the Proposals are expected to be approximately £470,000, representing approximately 1.36 per cent. of the net asset value of the Company as at 25 July 2014 (being the latest practicable date prior to the publication of this document), and will be borne by the Company.

8. Documents available for inspection

Copies of the following documents will be available for inspection at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH and at the registered office of the Company during normal business hours on any business day from the date of this document until the Scheme becomes effective or lapses and will also be available for inspection at the General Meeting, the Class Meetings and the Court Meeting:

(a) the Existing Articles;
(b) a draft of the proposed New Articles;

(c) the articles of association of PEWT Securities;
(d) the Undertaking Agreement;
(e) the consent letter referred to in paragraph 6 above;
(f) the audited consolidated financial statements of the Company for the year ended 31 December 2013; and
(g) this document.

The Prospectus is expected to be made available in electronic form on the Company's website (www.premierfunds.co.uk) on or around 11 September 2014.

PART 5 – SCHEME OF ARRANGEMENT

(under Part 26 of the Companies Act 2006)

IN THE HIGH COURT OF JUSTICE

CHANCERY DIVISION

COMPANIES COURT

No. 5299 of 2014

IN THE MATTER OF PREMIER ENERGY AND WATER TRUST PLC

and

IN THE MATTER OF THE COMPANIES ACT 2006

SCHEME OF ARRANGEMENT

(under Part 26 of the Companies Act 2006)

BETWEEN

PREMIER ENERGY AND WATER TRUST PLC

and

THE HOLDERS OF THE SCHEME SHARES

(as hereinafter defined)

Preliminary

(A) In this Scheme of Arrangement, unless the context otherwise requires, the following expressions shall bear the following meanings:

"Act" the Companies Act 2006 (as amended from time to time)

"Business Day" means a day (excluding Saturday or Sunday) on which banks generally are open for business in London for the transaction of normal banking business

"Clause" a clause of this Scheme

"Company" Premier Energy and Water Trust PLC, a public company incorporated in England and Wales with registered number 4897881

"Court" the High Court of Justice of England and Wales

"Court Hearing" the hearing by the Court of the claim form to sanction the Scheme under section 899 of the Act and to confirm the Reduction of Capital under section 648 of the Act

"Court Meeting" the meeting, notice of which is set out in Part 7 of this document, of the holders of ZDP Shares convened by order of the Court pursuant to Part 26 of the Act for 27 August 2014 at 11.15 a.m. to consider and, if thought fit, approve the Scheme, and any adjournment of it

"CREST" the relevant system as defined in the CREST Regulations in respect of which Euroclear is the operator (as defined in the CREST Regulations) in accordance with which securities may be held in uncertificated form

"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 2001/3755), as amended

“Effective Date”	the date on which this Scheme becomes effective in accordance with Clause 8
“Euroclear”	Euroclear UK & Ireland Limited
“New ZDP Shares”	zero dividend preference shares of 1 pence each in the capital of PEWT Securities to be issued credited as fully paid pursuant to the Scheme
“pence” or “£”	the lawful currency of the United Kingdom
“Overseas Scheme Shareholder”	a Scheme Shareholder who is a citizen, resident or national of any jurisdiction outside the United Kingdom
“PEWT Securities”	PEWT Securities PLC, a company incorporated and registered with limited liability in England and Wales as a public company with registered number 9148176
“Reduction of Capital”	the reduction of the Company’s share capital associated with the cancellation and extinguishing of the Scheme Shares provided for by Clause 1 of the Scheme under section 648 of the Act
“Scheme” or “Scheme of Arrangement”	this scheme of arrangement proposed to be made under Part 26 of the Act with or subject to any modification, addition or condition approved or imposed by the Court
“Scheme Record Time”	6.00 p.m. (London time) on the later of 16 September 2014 and the business day immediately preceding the Effective Date
“Scheme Shareholder”	a holder of Scheme Shares as appearing in the register of members of the Company at the Scheme Record Time
“Scheme Shares”	all the ZDP Shares in issue at the Scheme Record Time
“Statement of Capital”	the statement of capital approved by the Court and showing with respect to the Company’s share capital, as altered by the order of the Court confirming the Reduction of Capital under section 648 of the Act, the information required by section 649 of the Act
“uncertificated” or “in uncertificated form”	in relation to a share or other security, a share or other security title to which is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
“Undertaking Agreement”	the undertaking agreement between the Company and PEWT Securities dated 1 August 2014
“United Kingdom” or “UK”	the United Kingdom of Great Britain and Northern Ireland
“ZDP Shares”	zero dividend preference shares of 1 pence each in the capital of the Company

(B) Unless otherwise stated, in this Scheme all times referred to are references to London time and all references to legislation are to the legislation of the UK unless the contrary is indicated.

(C) The issued share capital of the Company at the date of this Scheme is £382,488.53 divided into 17,068,480 ordinary shares of 1 pence each and 21,180,373 ZDP Shares of 1 pence each, all of which are fully paid or credited as fully paid.

(D) PEWT Securities was incorporated in England and Wales as a public company with limited liability on 25 July 2014, with registered number 9148176.

(E) The issued share capital of PEWT Securities at the date of this Scheme is one ordinary share of £1, which was issued fully paid to the Company as subscriber to the memorandum of association. The

New ZDP Shares will be issued fully paid by means of a capital contribution to be made by the Company to PEWT Securities of £211,803.73.

(F) Under the terms of the Undertaking Agreement, the Company has undertaken to PEWT Securities to contribute (by way of gift, capital contribution or otherwise) such amount as would be necessary to ensure that PEWT Securities has sufficient assets on 31 December 2015 (being the fixed date for the repayment of the New ZDP Shares) or any earlier winding up of PEWT Securities, to satisfy the final capital entitlement of the New ZDP Shares under the articles of association of PEWT Securities. The Undertaking Agreement provides that in the event of a winding up of the Company, PEWT Securities's rights under the undertaking are subordinated to the claims of the creditors of the Company and the right of the Ordinary Shareholders to be paid an amount equal to the revenue profits of the Company (a right which the Ordinary Shareholders have pursuant to the Existing Articles). The Company has resolved by resolution of its board of directors not to terminate or agree any material change to the Undertaking Agreement.

(G) PEWT Securities has agreed to appear by counsel at the Court Hearing to sanction this Scheme and to be bound and to undertake to the Court to be bound by this Scheme and to execute and do or procure to be executed and done all such documents, acts and things as may be necessary or desirable to be executed or done by it for the purpose of giving effect to the Scheme. PEWT Securities has also resolved by resolution of its board of directors not to terminate or agree any material change to the Undertaking Agreement.

THE SCHEME

1. Cancellation of Scheme Shares

The issued share capital of the Company shall be reduced by cancelling and extinguishing all of the Scheme Shares.

2. Consideration for the cancellation of the Scheme Shares

Subject to and as soon as practicable following the cancellation of the Scheme Shares on the Effective Date (a) the Company will make the capital contribution referred to in recital (E) to this Scheme, applying the credit arising on the cancellation of the Scheme Shares for this purpose; (b) there shall be allotted and issued, credited as fully paid, to the Scheme Shareholders New ZDP Shares on the basis of one New ZDP share for each Scheme Share held at the Scheme Record Time; and (c) the Company will assume the obligations set out in the Undertaking Agreement. This is subject to the following provisions of this Scheme.

3. Allotment and issue of New ZDP Shares

3.1 The New ZDP Shares to be issued pursuant to Clause 2 shall rank pari passu as a single class of shares inter se.

3.2 The provisions of Clause 2 shall be subject to any prohibition or condition imposed by law. Without prejudice to the generality of the foregoing, if, in respect of any Overseas Scheme Shareholder, PEWT Securities is advised that the allotment and issue of New ZDP Shares pursuant to Clause 2 would infringe the laws of any jurisdiction outside the United Kingdom or would require PEWT Securities to observe any governmental or other consent or effect any registration, filing or other formality, then PEWT Securities may in its sole discretion determine that:

3.2.1 no such New ZDP Shares shall be allotted and issued to such Overseas Scheme Shareholder under Clause 2 but instead such shares shall be allotted and issued to a nominee appointed by PEWT Securities as trustee for such Overseas Scheme Shareholder, on terms that they shall, as soon as practicable following the Scheme Record Time, be sold on behalf of such Overseas Scheme Shareholder at the best price which can reasonably be obtained and the net proceeds of such sale shall (after the deduction of all expenses and commissions, including any amount in respect of value added tax payable thereon) be paid to such Overseas Scheme Shareholder by sending a cheque to such person in accordance with the provisions of Clause 4. In the absence of bad faith or wilful default, none of the Company, PEWT Securities or any broker or agent of either of them shall have any liability for any loss arising as a result of the timing or terms of any such sale; or

3.2.2 such New ZDP Shares shall be sold, in which event the New ZDP Shares shall be issued to such Overseas Scheme Shareholder and PEWT Securities shall appoint a person to act pursuant to this Clause 3.2.2 and such person shall be authorised on behalf of such Overseas Scheme Shareholder to procure that any shares in respect of which PEWT Securities has made such a determination shall, as soon as practicable following the Scheme Record Time, be sold at the best price which can reasonably be obtained at the time of sale and the net proceeds of such sale (after the deduction of all expenses and commissions, including any amount in respect of value added tax payable thereon) shall be paid to such Overseas Scheme Shareholder by sending a cheque to such person in accordance with the provisions of Clause 4. To give effect to any such sale, the person so appointed shall be authorised on behalf of such Overseas Scheme Shareholder to execute and deliver a form of transfer and to give such instructions and do all such things which he may consider necessary or expedient in connection with such sale. In the absence of bad faith or wilful default, none of the Company, PEWT Securities or the person so appointed shall have any liability for any loss or damage arising as a result of the timing or terms of such sale.

4. Certificates and payments

4.1 Not later than five Business Days after the Effective Date, PEWT Securities shall allot and issue all New ZDP Shares which it is required to allot and issue to give effect to this Scheme.

4.2 As soon as reasonably practicable after the Effective Date, and not later than 10 Business Days after the Effective Date, PEWT Securities shall send by post to the allottees of the New ZDP Shares certificates in respect of such shares, pursuant to Clause 2, save that where Scheme Shares are held in uncertificated form, PEWT Securities will procure that Euroclear is instructed to cancel the entitlement to Scheme Shares of each of the Scheme Shareholders concerned and to credit to the appropriate stock account in CREST of each such Scheme Shareholder the due entitlement to New ZDP Shares.

4.3 Not later than 15 Business Days following the sale of any relevant New ZDP Shares pursuant to Clause 3.2, PEWT Securities shall procure that the nominee referred to in Clause 3.2.1 or such person appointed to act under Clause 3.2.2 shall account for the cash payable by despatching to the persons respectively entitled thereto cheques by post or, in the case of Scheme Shares held in uncertificated form, by the relevant system. None of the Company, PEWT Securities, any nominee or appointee referred to in this Scheme nor any broker or agent of any of them shall have any liability (save in the case of fraud) for any loss arising as a result of the timing or terms of any such sale.

4.4 All certificates required to be sent by PEWT Securities pursuant to Clause 4.2 and all cheques required to be sent pursuant to Clause 4.3 shall be sent through the post in pre-paid envelopes addressed to the persons respectively entitled thereto at their respective addresses appearing in the register of members of the Company at the Scheme Record Time (or, in the case of joint holders, to the address of that one of the joint holders whose name stands first in the register in respect of the joint holding) or in accordance with any special instructions regarding communications received at the registered office of the Company before the Scheme Record Time.

4.5 If New ZDP Shares are consolidated or subdivided or if the nominal value of New ZDP Shares is reduced before the despatch of any certificates or the giving of any instructions in accordance with this Clause 4, the certificates or instructions shall relate to such New ZDP Shares as so consolidated, subdivided and/or reduced.

4.6 None of the Company, PEWT Securities, any nominee referred to in Clause 3.2.1, such person appointed to act under Clause 3.2.2 or any agent of any of them shall be responsible for any loss or delay in transmission of certificates or cheques sent in accordance with this Clause 4.

4.7 All cheques shall be made payable to the Scheme Shareholder(s) in respect of the Scheme Shares concerned in sterling drawn on a UK clearing bank and the encashment of any such cheque shall be a complete discharge to PEWT Securities for the monies represented thereby.

4.8 This Clause 4 shall be subject to any prohibition or condition imposed by law.

Certificates representing Scheme Shares

With effect from and including the Effective Date, all certificates representing Scheme Shares shall cease to have effect as documents of title to such Scheme Shares and every holder of Scheme Shares shall be bound at the request of the Company to deliver such certificates for cancellation to the Company or to any person appointed by the Company to receive the same, unless such certificates have already been destroyed.

Record of cancellation of Scheme Shares

6.1 Euroclear shall be instructed to cancel the entitlements to Scheme Shares of holders of Scheme Shares in uncertificated form, with effect from and including the Effective Date.

6.2 As regards certificated Scheme Shares, appropriate entries will be made in the Company's register of members to reflect their cancellation.

Mandates and other instructions

Each mandate (if any) in force at the Scheme Record Time relating to the Scheme Shares and each instruction then in force as to notices and other communications from the Company shall, unless and until varied or revoked, be deemed as from the Effective Date to be a valid and effective mandate or instruction to PEWT Securities in relation to the corresponding New ZDP Shares to be allotted and issued pursuant to this Scheme.

Effective Date

8.1 This Scheme shall become effective as soon as an office copy of the order of the Court sanctioning this Scheme under Part 26 of the Act and an office copy of the order of the Court confirming the Reduction of Capital under section 648 of the Act, together with the Statement of Capital, shall have been duly delivered to the Registrar of Companies for England and Wales for registration.

8.2 Unless this Scheme shall have become effective on or before 31 October 2014 or such later date, if any, as the Company and PEWT Securities may agree and the Court may allow, it shall lapse.

Modification

The Company and PEWT Securities may jointly consent on behalf of all persons concerned to any modification of or addition to this Scheme or to any condition which the Court may think fit to approve or impose.

Expenses of the Scheme

The whole of the costs and expenses incurred in relation to the negotiation, preparation and implementation of the Scheme shall be borne by the Company and shall be charged to income.

Dated: 1 August 2014

PART 6 – DEFINITIONS

The following definitions apply throughout this document (except in those parts of this document containing the Scheme, the Notice of General Meeting, the Notice of ZDP Class Meeting, the Notice of Ordinary Class Meeting and the Notice of Court Meeting, which contain separate definitions) unless the context requires otherwise:

“Admission” admission of the New ZDP Shares to a standard listing on the Official List and to trading on the London Stock Exchange’s main market for listed securities and “Admission becoming effective” means it becoming effective in accordance with paragraph 3.2.7 of the Listing Rules and the Admission and Disclosure Standards published by the London Stock Exchange

“the Board” or “the Directors” the directors of the Company, whose names are set out in paragraph 2 of Part 3 of this document

“Business Day” a day (excluding Saturday or Sunday) on which banks generally are open for business in the City of London for the transaction of normal banking business

“Capita Asset Services” a trading name of Capita Registrars Limited

“Class Meetings” the ZDP Class Meeting and the Ordinary Class Meeting

“Companies Act” the Companies Act 2006 (as amended from time to time)

“Company” Premier Energy and Water Trust PLC, a public company incorporated in England and Wales with registered number 4897881

“Court Hearing” the hearing by the Court of the claim form to sanction the Scheme under section 899 of the Act and to confirm the Reduction of Capital under section 648 of the Act

“Court Meeting” the meeting, notice of which is set out in Part 7 of this document, of the ZDP Shareholders convened by order of the Court pursuant to Part 26 of the Companies Act for 27 August 2014 at 11.15 a.m. to consider and, if thought fit, approve the Scheme, and any adjournment of it

“Court” the High Court of Justice of England and Wales

“Cover” the ratio of the Group’s Gross Assets (excluding current period income and revenue reserves) to the aggregate of (i) the total amount which the holders of ZDP Shares (or New ZDP Shares, as the context requires) would be entitled to receive on 31 December 2015, (ii) the principal amount of all outstanding borrowings of the Group on 31 December 2015 and (iii) the costs expected to be charged against the Group’s capital reserves over the period to 31 December 2015, in each case, calculated on the assumption of no capital or revenue growth in the Group’s portfolio, incorporating adjustments made by the Board in calculating cover in accordance with the Existing Articles (or PEWT Securities Articles, as the context requires)

“CREST” the relevant system as defined in the CREST Regulations in respect of which Euroclear is the operator (as defined in the CREST Regulations) in accordance with which securities may be held in uncertificated form

“CREST Manual” the CREST manual published by Euroclear from time to time

“CREST Proxy Instruction” a proxy instruction or appointment made in relation to a Meeting by means of CREST in accordance with the CREST Manual

“CREST Regulations” the Uncertificated Securities Regulations 2001 (SI 2001 No. 2001/3755), as amended

“Effective Date” the date on which the Scheme becomes effective in accordance with Clause 8 of the Scheme, expected to be 17 September 2014

“Euroclear” Euroclear UK & Ireland Limited

“Existing Articles” the articles of association of the Company as at the date of this document

“FSMA” the Financial Services and Markets Act 2000, as amended

“General Meeting” the general meeting of the Company convened for 27 August 2014 at 11.45 a.m. (or as soon thereafter as the preceding Ordinary Class Meeting concludes or is adjourned), notice of which is set out at the end of this document, and any adjournment of it

“Gross Assets” the aggregate value of all the assets of the Group including net distributable but undistributed income, less current liabilities (excluding from current liabilities (i) any proportion of monies borrowed for investment whether or not treated under accounting rules as current liabilities and (ii) for the avoidance of doubt, the amount outstanding in respect of the ZDP Shares (or the New ZDP Shares, as the context requires)

“Group” before the Effective Date, the Company and, after the Effective Date, the Company and PEWT Securities

“in certificated form” in relation to a share or other security, a share or other security which is not in uncertificated form

“ISA” an individual savings account maintained in accordance with the UK Individual Savings Account Regulations 1998 (as amended from time to time)

“Letters of Direction” the letter(s) of direction for use in relation to the Proposals in respect of shares in the Company held through the Premier ISA Scheme

“Listing Rules” the listing rules made by the UK Listing Authority under section 73A of FSMA

“London Stock Exchange” London Stock Exchange plc

“Manager” Premier Fund Managers Limited

“Meetings” the Court Meeting, the ZDP Class Meeting, the Ordinary Class Meeting and the General Meeting

“N+1 Singer” Nplus1 Singer Advisory LLP, trading as N+1 Singer Advisory LLP, a limited liability partnership registered in England and Wales and authorised and regulated in the United Kingdom by the Financial Conduct Authority

“Net Asset Value” the net asset value of the Company as determined in accordance with the Company’s normal accounting policies

“New Articles”
the draft articles of association of the Company, which will be adopted if the Scheme becomes effective by way of the first special resolution to be proposed at the General Meeting

“New ZDP Shareholders”
holders of New ZDP Shares

“New ZDP Shares”
zero dividend preference shares of 1 pence each in the capital of PEWT Securities to be issued credited as fully paid pursuant to the Scheme

“Official List”
the Official List of the UK Listing Authority

“Ordinary Class Meeting”
the class meeting of the Ordinary Shareholders convened by the relevant notice set out at the end of this document and any adjournment thereof

“Ordinary Shareholders”
holders of Ordinary Shares

“Ordinary Shares”
the ordinary shares of 1 pence in the capital of the Company

“Overseas Shareholders”
persons resident in, or citizens or nationals of, jurisdictions outside the United Kingdom

“pence” or “£”
the lawful currency of the United Kingdom

“Premier ISA Scheme”
Premier Individual Savings Account, operated as an ISA by the Manager

“Proposals”
the Scheme and the related proposals as described in this document

“Prospectus”
the prospectus relating to PEWT Securities and the New ZDP Shares, prepared in accordance with the Prospectus Rules and expected to be published by PEWT Securities on or around 11 September 2014

“Prospectus Rules”
the prospectus rules of the UK Listing Authority made under Part VI of FSMA

“Reduction of Capital”
the reduction of the Company’s share capital associated with the cancellation and extinguishing of the Scheme Shares provided for by Clause 1 of the Scheme under section 648 of the Companies Act

“Registrar”
the Company’s registrar, Capita Asset Services

“Regulatory Information Service”
a service provided by the London Stock Exchange for the distribution to the public of announcements and included within the list maintained at the London Stock Exchange’s website

“PEWT Securities”
PEWT Securities PLC, a company incorporated in England and Wales with registered number 9148176

“PEWT Securities Articles”
the articles of association of PEWT Securities

“Scheme”
the scheme of arrangement to cancel the ZDP Shares and to issue in exchange New ZDP Shares in PEWT Securities in its present form as set out in Part 5 of this document or with or subject to any modification, addition or condition approved or imposed by the Court

“Scheme Record Time” 6.00 p.m. (London time) on the later of 16 September 2014 and the business day immediately preceding the Effective Date

“Scheme Shareholder” a holder of Scheme Shares as appearing in the register of members of the Company at the Scheme Record Time

“Scheme Shares” all the ZDP Shares in issue at the date of the Scheme Record Time

“Shareholder” a registered holder of ZDP Shares or New ZDP Shares or Ordinary Shares, as the context requires, including person(s) entitled by transmission

“Statement of Capital” the statement of capital approved by the Court and showing with respect to the Company’s share capital, as altered by the order of the Court confirming the Reduction of Capital under section 648 of the Act, the information required by section 649 of the Companies Act

“UK Listing Authority” the Financial Conduct Authority acting in its capacity as competent authority under FSMA

“uncertificated” or “in uncertificated form” in relation to a share or other security, a share or other security title to which is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST

“Undertaking Agreement” the undertaking agreement between the Company and PEWT Securities dated 1 August 2014, summarised in paragraph 8 of Part 3 of this document

“United Kingdom” or “UK” the United Kingdom of Great Britain and Northern Ireland

“ZDP Class Meeting” the class meeting of ZDP Shareholders convened by the relevant notice set out at the end of this document and any adjournment thereof

“ZDP Repayment Date” 31 December 2015

“ZDP Shareholders” holders of ZDP Shares

“ZDP Shares” the zero dividend preference shares of 1 pence each in the capital of the Company

PART 7 – NOTICE OF COURT MEETING

IN THE HIGH COURT OF JUSTICE
CHANCERY DIVISION
COMPANIES COURT
REGISTRAR BARBER

No. 5299 of 2014

IN THE MATTER OF PREMIER ENERGY AND WATER TRUST PLC
and
IN THE MATTER OF THE COMPANIES ACT 2006

NOTICE IS HEREBY GIVEN that by an order dated the 31st day of July 2014 made in the above matters the Court has directed a meeting (the Court Meeting) to be convened of the holders (the ZDP Shareholders) of zero dividend preference shares of 1 pence each in the capital of Premier Energy and Water Trust PLC (the Company) for the purpose of considering and, if thought fit, approving (with or without modification) a Scheme of Arrangement proposed to be made between the Company and the holders of the Scheme Shares (as defined in the Scheme of Arrangement hereinafter mentioned) and that such meeting will be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH on 27 August 2014 at 11.15 a.m., at which place and time all holders of the said shares are requested to attend.

A copy of the Scheme of Arrangement and the Explanatory Statement required to be furnished pursuant to Section 897 of the Companies Act 2006 are incorporated in the document of which this Notice forms a part.

ZDP Shareholders may vote in person at the Court Meeting or they may appoint another person or persons, whether a member of the Company or not, as their proxy (or proxies) to attend and vote in their stead.

A white form of proxy for use at the Court Meeting is enclosed herewith.

It is requested that forms of proxy be lodged by post or by hand during normal business hours with Capita Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, no later than 11.15 a.m. on 22 August 2014 or, in the event that the Court Meeting is adjourned, 48 hours before the time fixed for any adjourned meeting but if forms are not so lodged, they may be handed to the chairman of the Court Meeting at the start of the Court Meeting.

In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names appear in the register of members of the Company in respect of the joint holding.

The persons entitled to attend and vote in respect of the number of ZDP Shares registered in their name shall be only those ZDP Shareholders registered in the register of members of the Company as at 6.00 p.m. (London time) on 22 August 2014 or, in the event that the Court Meeting is adjourned, in the register of members 48 hours before the time of any adjourned meeting. Changes to entries in the relevant register of members after 6.00 p.m. (London time) on 22 August 2014 or, in the event that the Court Meeting is adjourned, less than 48 hours before the time of any adjourned meeting shall be disregarded in determining the rights of any person to attend or vote at the Court Meeting.

By the said order, the Court has appointed Geoffrey Burns or, failing him, Ian Graham or, failing him, Michael Wigley or, failing him, Charles Wilkinson to act as chairman of the Court Meeting and has directed the chairman to report the result thereof to the Court.

The said Scheme of Arrangement will be subject to the subsequent sanction of the Court.

NOTE FOR CREST MEMBERS

Scheme Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual on the Euroclear website (www.euroclear.com). 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. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EUI) 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 issuer's agent (ID number – RA10) by the latest time(s) for receipt of proxy appointments specified above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. 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.

Dated: 1 August 2014

PART 8 – NOTICES OF CLASS MEETINGS AND GENERAL MEETING

PREMIER ENERGY AND WATER TRUST PLC

(Incorporated in England and Wales with registered number 4897881)

NOTICE OF 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 1 pence each ("ZDP Shares") in Premier Energy and Water Trust PLC (the "Company") will be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH on 27 August 2014 at 11.25 a.m. (or as soon thereafter as the Court Meeting of holders of ZDP Shares convened for the same place and date shall have been concluded or adjourned and if a quorum is not present within 30 minutes of the time appointed for this meeting, this meeting will stand adjourned to 11.25 a.m. on 8 September 2014 at the same place, at which time those ZDP Shareholders present in person or by proxy shall constitute a quorum) to consider and, if thought fit, pass the following resolution which will be proposed as a special resolution:

SPECIAL RESOLUTION

That the holders of ZDP Shares hereby sanction and consent to:

1.1 the passing and carrying into effect, as a special resolution of the Company, of the first special resolution contained in the notice of general meeting of the Company dated 1 August 2014;

1.2 the implementation of the Scheme (as defined in the circular to shareholders of the Company dated 1 August 2014) in its original form or with or subject to any modification, addition or condition approved or imposed by the Court; and

1.3 any variation or abrogation and/or deemed variation or abrogation of the rights attached to the ZDP Shares which will, or may, result from the passing and carrying into effect of the resolution referred to in sub-paragraph 1.1 of this resolution and/or the implementation of the Scheme.

By order of the Board

1 August 2014

Premier Asset Management Limited

Registrar

Registered Office:

Eastgate Court

High Street

Guildford

Surrey

GU1 3DE

Notes:

Holders of ZDP Shares in the Company are entitled to attend and vote on the resolution. Members entitled to attend and vote at this Meeting may appoint one or more proxies to attend, speak and vote in their stead by completion of a personalised form of proxy. Full details on how to complete the form of proxy are set out on the form of proxy. The proxy need not be a member of the Company but must attend the Meeting to represent you.
A proxy must vote in accordance with any instructions given by the member by whom the proxy is appointed. A proxy has one vote on a show of hands in all cases (including where one member has appointed multiple proxies), except when he is appointed by multiple members who instruct him to vote in different ways, in which case he has one vote for and one vote against the resolution.
A personalised form of proxy is provided with this document. Any replacement forms must be requested direct from the Registrar.
Completion of the form of proxy does not exclude a member from attending the Meeting and voting in person.
Duly completed forms of proxy must reach the office of the Registrar no later than 11.25 a.m. on 22 August 2014 in respect of the ZDP Class Meeting.
Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual on the Euroclear website (www.euroclear.com). 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. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EUI) 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 issuer's agent (ID number – RA10) 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 issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. 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.

To be entitled to attend and vote at the Meeting (and for the purpose of determination by the Company of the number of votes they may cast), members must be entered on the Register by 6.00 p.m. on 22 August 2014 (the "record date").
If the Meeting is adjourned to a time not more than 48 hours after the record date applicable to the original Meeting, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned Meeting. If, however, the Meeting is adjourned for a longer period then, to be so entitled, members must be entered on the Register at the time which is 48 hours before the time fixed for the adjourned Meeting or, if the Company gives new notice of the adjourned Meeting, at the record date specified in that notice.
The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights. Nominated persons should contact the registered member by whom they were nominated in respect of these arrangements.
Corporate representatives are entitled to attend and vote on behalf of the corporate member in accordance with Section 323 of the Companies Act 2006. In accordance with the provisions of the Companies Act 2006, each such representative may exercise (on behalf of the corporate member) the same powers as the corporate member could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. It is no longer necessary to nominate a designated corporate representative.
As at the date of this document, the total number of shares in the Company in respect of which members are entitled to exercise voting rights at the ZDP Class Meeting was 21,180,373 zero dividend preference shares of 1p each. Each such share carries the right to one vote and therefore the total number of voting rights in the Company in respect of the ZDP Class Meeting as at the date of this document was 21,180,373.
You may not use any electronic address provided in any of the Notices of Meetings or any related documents (including the forms of proxy) to communicate with the Company for any purpose other than those expressly stated.

PREMIER ENERGY AND WATER TRUST PLC
(Incorporated in England and Wales with registered number 4897881)

NOTICE OF CLASS MEETING OF ORDINARY SHAREHOLDERS

Notice is hereby given that a separate class meeting of the holders of ordinary shares of 1 pence each ("Ordinary Shares") in Premier Energy and Water Trust PLC (the "Company") will be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH on 27 August 2014 at 11.35 a.m. (or as soon thereafter as the class meeting of holders of zero dividend preference shares in the capital of the Company convened for the same place and date shall have been concluded or adjourned and if a quorum is not present within 30 minutes of the time appointed for this meeting, this meeting will stand adjourned to 11.35 a.m. on 8 September 2014 at the same place, at which time those Ordinary Shareholders present in person or by proxy shall constitute a quorum) to consider and, if thought fit, pass the following resolution which will be proposed as a special resolution:

SPECIAL RESOLUTION

That the holders of Ordinary Shares hereby sanction and consent to:

1.1 the passing and carrying into effect, as a special resolution of the Company of the first special resolution contained in the notice of general meeting of the Company dated 1 August 2014;

1.3 any variation or abrogation and/or deemed variation or abrogation of the rights attached to the Ordinary Shares which will, or may, result from the passing and carrying into effect of the resolution referred to in sub-paragraph 1.1 of this resolution and/or the implementation of the Scheme.

By order of the Board

1 August 2014

Premier Asset Management Limited
Secretary

Registered Office:
Eastgate Court
High Street
Guildford
Surrey
GU1 3DE

Notes:

Holders of Ordinary Shares in the Company are entitled to attend and vote on the resolution. Members entitled to attend and vote at this Meeting may appoint one or more proxies to attend, speak and vote in their stead by completion of a personalised form of proxy. Full details on how to complete the form of proxy are set out on the form of proxy. The proxy need not be a member of the Company but must attend the Meeting to represent you.
A proxy must vote in accordance with any instructions given by the member by whom the proxy is appointed. A proxy has one vote on a show of hands in all cases (including where one member has appointed multiple proxies), except when he is appointed by multiple members who instruct him to vote in different ways, in which case he has one vote for and one vote against the resolution.
A personalised form of proxy is provided with this document. Any replacement forms must be requested direct from the Registrar.
Completion of the form of proxy does not exclude a member from attending the Meeting and voting in person.
Duly completed forms of proxy must reach the office of the Registrar no later than 11.35 a.m. on 22 August 2014 in respect of the Ordinary Class Meeting.
Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual on the Euroclear website (www.euroclear.com). 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. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EUI) 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 issuer's agent (ID number – RA10) 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 issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. 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.

To be entitled to attend and vote at the Meeting (and for the purpose of determination by the Company of the number of votes they may cast), members must be entered on the Register by 6.00 p.m. on 22 August 2014 (the "record date").
If the Meeting is adjourned to a time not more than 48 hours after the record date applicable to the original Meeting, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned Meeting. If, however, the Meeting is adjourned for a longer period then, to be so entitled, members must be entered on the Register at the time which is 48 hours before the time fixed for the adjourned Meeting or, if the Company gives new notice of the adjourned Meeting, at the record date specified in that notice.
The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights. Nominated persons should contact the registered member by whom they were nominated in respect of these arrangements.
Corporate representatives are entitled to attend and vote on behalf of the corporate member in accordance with Section 323 of the Companies Act 2006. In accordance with the provisions of the Companies Act 2006, each such representative may exercise (on behalf of the corporate member) the same powers as the corporate member could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. It is no longer necessary to nominate a designated corporate representative.
As at the date of this document, the total number of shares in the Company in respect of which members are entitled to exercise voting rights at the Ordinary Class Meeting was 17,068,480 ordinary shares of 1p each. Each such share carries the right to one vote and therefore the total number of voting rights in the Company at the Ordinary Class Meeting as at the date of this document was 17,068,480.
You may not use any electronic address provided in any of the Notices of Meetings or any related documents (including the forms of proxy) to communicate with the Company for any purpose other than those expressly stated.

PREMIER ENERGY AND WATER TRUST PLC

(Incorporated in England and Wales with registered number 4897881)

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 the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH on 27 August 2014 at 11.45 a.m. (or as soon thereafter as the class meeting of holders of ordinary shares of the Company convened for the same place and date shall have been concluded or adjourned) for the purpose of considering and, if thought fit, passing the following resolutions, of which resolutions 1 and 4 will be proposed as special resolutions and resolutions 2 and 3 will be proposed as ordinary resolutions:

SPECIAL RESOLUTION

That subject to the passing at separate general meetings of holders of zero dividend preference shares and ordinary shares of the Company convened for 27 August 2014 (or any adjournments thereof) (the "Class Meetings") of the special resolution contained in the notice of each Class Meeting respectively:

1.1 the Scheme of Arrangement dated 1 August 2014 in its original form or with or subject to any modification, addition or condition approved or imposed by the Court (the "Scheme") proposed to be made between the Company and the Scheme Shareholders (as defined in the Scheme) be approved and the Directors of the Company be and are hereby authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect;

1.2 for the purpose of giving effect to the Scheme the issued share capital of the Company be reduced by cancelling and extinguishing the Scheme Shares (as defined in the Scheme);

1.3 conditional on the Scheme becoming effective, the draft articles of association produced to the meeting and initialled by the Chairman for the purposes of identification be adopted as the articles of association of the Company in substitution for and the exclusion of the existing articles of association of the Company;

1.4 the terms of the Undertaking Agreement dated 1 August 2014 between the Company and PEWT Securities PLC be and are hereby approved; and

1.5 conditional on the Scheme becoming effective, the ZDP Shares be de-listed from the Official List of the UK Listing Authority.

ORDINARY RESOLUTIONS

That the Directors be and are hereby generally and unconditionally authorised, in accordance with section 551 of the Companies Act 2006 (the "Act"), to allot Ordinary Shares in the Company and to grant rights ("relevant rights") to subscribe for or to convert any security into Ordinary Shares in the Company up to an aggregate nominal amount of £17,068.48, representing 1,706,848 Ordinary Shares of 1p each, (being approximately 10 per cent. of the issued Ordinary Share capital of the Company as at the date of this notice) provided that this authority shall expire at the conclusion of the next annual general meeting of the Company after the passing of this resolution, save that the Company may, at any time prior to the expiry of such authority, make an offer or agreement which would or might require shares to be allotted or relevant rights to be granted after the expiry of such authority and the Directors may allot shares or grant relevant rights in pursuance of such an offer or agreement as if such authority had not expired.
That, subject to and conditional upon the passing of resolution 2 above, the Directors be and are hereby generally and unconditionally authorised, in accordance with LR 15.4.11 of the United Kingdom Listing Rules to allot Ordinary Shares for cash pursuant to that resolution at a price which represents a discount to the net asset value attributable to the Ordinary Shares as at the date of such issue provided that (i) such issue is simultaneous with an issue of new zero dividend preference shares by PEWT Securities PLC ("New ZDP Shares") and (ii) the combined effect of the issue of Ordinary Shares at a discount to the prevailing net asset value per Ordinary Share and the issue of New ZDP Shares at a premium to net asset value per New ZDP Share is that the net asset value per Ordinary Share is thereby increased.

SPECIAL RESOLUTION

That, subject to the passing of resolution numbered 2 above, the Directors of the Company be empowered pursuant to section 570 of the Act to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to that resolution as if section 561(1) of the Act did not apply to such allotment, provided that this power shall be limited to:

(a) the allotment of equity securities (otherwise than pursuant to sub-paragraph (b) below) up to an aggregate nominal amount of £17,068.48; and

(b) the allotment of equity securities to (i) all holders of Ordinary Shares of 1p each in the capital of the Company in proportion (as nearly as may be) to the respective numbers of such Ordinary Shares held by them and (b) to holders of other equity securities as required by the rights of those securities (but subject to such exclusions, limits or restrictions or other arrangements as the Directors of the Company may consider necessary or appropriate to deal with fractional entitlements, record dates or legal, regulatory or practical problems in or under the laws of, or requirements of, any regulatory body or any stock exchange in any territory or otherwise howsoever); and

such power shall expire at the conclusion of the next annual general meeting of the Company to be held in 2015, but so that this power shall enable the Company to make an offer or agreement before such expiry which would or might require equity securities to be allotted after such expiry and the Directors of the Company may allot equity securities in pursuance of any such offer or agreement as if such expiry had not occurred.

By order of the Board

1 August 2014

Premier Asset Management Limited

Secretary

Registered Office:
Eastgate Court
High Street
Guildford
Surrey
GU1 3DE

Notes:

Holders of Ordinary Shares and ZDP Shares in the Company are entitled to attend and vote on the resolutions. Members entitled to attend and vote at this Meeting may appoint one or more proxies to attend, speak and vote in their stead by completion of a personalised form of proxy. Full details on how to complete the form of proxy are set out on the form of proxy. The proxy need not be a member of the Company but must attend the Meeting to represent you.
A proxy must vote in accordance with any instructions given by the member by whom the proxy is appointed. A proxy has one vote on a show of hands in all cases (including where one member has appointed multiple proxies), except when he is appointed by multiple members who instruct him to vote in different ways, in which case he has one vote for and one vote against the resolution.
A personalised form of proxy is provided with this document. Any replacement forms must be requested direct from the Registrar.
Completion of the form of proxy does not exclude a member from attending the Meeting and voting in person.
Duly completed forms of proxy must reach the office of the Registrar no later than 11.45 a.m. on 22 August 2014 in respect of the General Meeting.
Shares held in uncertificated form (i.e. in CREST) may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual on the Euroclear website (www.euroclear.com). 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. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's (EUI) 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 issuer's agent (ID number - RA10) 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 issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. 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.
To be entitled to attend and vote at the Meeting (and for the purpose of determination by the Company of the number of votes they may cast), members must be entered on the Register by 6.00 p.m. on 22 August 2014 (the "record date").

If the Meeting is adjourned to a time not more than 48 hours after the record date applicable to the original Meeting, that time will also apply for the purpose of determining the entitlement of members to attend and vote (and for the purpose of determining the number of votes they may cast) at the adjourned Meeting. If, however, the Meeting is adjourned for a longer period then, to be so entitled, members must be entered on the Register at the time which is 48 hours before the time fixed for the adjourned Meeting or, if the Company gives new notice of the adjourned Meeting, at the record date specified in that notice.
The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights. Nominated persons should contact the registered member by whom they were nominated in respect of these arrangements.
Corporate representatives are entitled to attend and vote on behalf of the corporate member in accordance with Section 323 of the Companies Act 2006. In accordance with the provisions of the Companies Act 2006, each such representative may exercise (on behalf of the corporate member) the same powers as the corporate member could exercise if it were an individual member of the Company, provided that they do not do so in relation to the same shares. It is no longer necessary to nominate a designated corporate representative.
Members have a right under Section 319A of the Companies Act 2006 to require the Company to answer any question raised by a member at the Meeting, which relates to the business being dealt with at the meeting, although no answer need be given: (a) if to do so would interfere unduly with the preparation of the meeting or involve disclosure of confidential information; (b) if the answer has already been given on the Company's website; or (c) it is undesirable in the best interests of the Company or the good order of the meeting.
As at the date of this document, the total number of shares in the Company in respect of which members are entitled to exercise voting rights was 17,068,480 ordinary shares of 1p each and 21,180,373 zero dividend preference shares of 1p each. Each such share carries the right to one vote and therefore the total number of voting rights in the Company as at the date of this document was 38,248,853.
Further information regarding the meeting which the Company is required by Section 311A of the Companies Act 2006 to publish on a website in advance of the Meeting (including this Notice), can be accessed at www.premierfunds.co.uk.
You may not use any electronic address provided in any of the Notices of Meetings or any related documents (including the forms of proxy) to communicate with the Company for any purpose other than those expressly stated.

Perivan Financial Print 233175

AI assistant

PREMIER MITON GLOBAL RENEWABLES TRUST PLC — Proxy Solicitation & Information Statement 2014

4827_rns_2014-08-01_e44a0d78-88d6-4c2e-a81d-986a6247096f.pdf

PREMIER ENERGY AND WATER TRUST PLC

PEWT SECURITIES PLC

ACTION TO BE TAKEN

ZDP Shareholders

Ordinary Shareholders

3. Background to and reasons for the Proposals

8. Authority to issue Ordinary Shares

9. Further Information

10. Action to be taken

11. Participants in the Premier ISA Scheme

12. Overseas Shareholders

13. Recommendation

Recommended Scheme

1. Introduction

2. Background to and reasons for the Scheme

3. Summary of the Scheme

4. Relationship between the Company and PEWT Securities

5. Implementation of the Scheme

6. Effects of the Scheme

7. Conditions to implementation of the Scheme

8. Listing, dealings, share certificates and settlement

With effect from (and including) the Effective Date, all share certificates representing the ZDP Shares will cease to be valid and binding in respect of such holdings and should be destroyed.

11. Overseas Shareholders

12. Meetings

Court Meeting

ZDP Class Meeting

Ordinary Class Meeting

General Meeting

PART 3 – ADDITIONAL INFORMATION ON THE COMPANY

1. The Company

2. Directors

3. Share capital of the Company

4. Directors' interests

4. Articles of Association of PEWT Securities

4.1 Dividend rights attaching to the New ZDP Shares

4.2 Voting rights attaching to the New ZDP Shares

4.3 Rights on a winding up attaching to the New ZDP Shares and ordinary shares

4.4 Class rights attaching to the New ZDP Shares

4.5 Duration

4.6 Objects

4.7 Variation of rights

4.8 Alteration of share capital

4.9 Issue of shares

4.10 Dividends

4.11 Voting rights

4.12 Transfer of shares

4.13 Distribution of assets on a winding-up

4.14 Restrictions on rights: failure to respond to a section 793 notice

4.15 Untraced shareholders

4.16 Appointment of directors

4.17 Powers of directors

4.18 Voting at board meetings

4.19 Restrictions on voting

4.20 Directors' interests

4.21 Indemnity

4.22 General meetings

5. Material Differences between the rights of the New ZDP Shares under the PEWT Securities Articles and the rights of the ZDP Shares under the Existing Articles

6. Consent

7. Costs

8. Documents available for inspection

IN THE MATTER OF PREMIER ENERGY AND WATER TRUST PLC

IN THE MATTER OF THE COMPANIES ACT 2006

SCHEME OF ARRANGEMENT

PREMIER ENERGY AND WATER TRUST PLC

THE HOLDERS OF THE SCHEME SHARES

Preliminary

THE SCHEME

1. Cancellation of Scheme Shares

2. Consideration for the cancellation of the Scheme Shares

3. Allotment and issue of New ZDP Shares

4. Certificates and payments

PART 6 – DEFINITIONS

NOTE FOR CREST MEMBERS

PART 8 – NOTICES OF CLASS MEETINGS AND GENERAL MEETING

PREMIER ENERGY AND WATER TRUST PLC

NOTICE OF CLASS MEETING OF ZERO DIVIDEND PREFERENCE SHAREHOLDERS

SPECIAL RESOLUTION

PREMIER MITON GLOBAL RENEWABLES TRUST PLC Proxy Solicitation & Information Statement 2014