US SOLAR FUND PLC

AGM Information • Jun 23, 2020

Company number 11761009

SPECIAL RESOLUTIONS

of

US SOLAR FUND PLC (Company)

Passed on 23 June 2020

At an Annual General Meeting of the Company duly convened and held at 4th Floor, Herbert Smith Freehills LLP, Exchange House, Primrose Street, EC2A 2EG on Tuesday, 23 June 2020, at 11.00 am the following resolutions were duly passed as special resolutions.

ORDINARY RESOLUTIONS

• 10) THAT the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act to make market purchases (within the meaning of section 693(4) of the Companies Act) of ordinary shares of US\$0.01 each in the capital of the Company, provided that:
• a) the maximum aggregate number of ordinary shares that may be purchased is 29,993,839 or, if less, 14.99 per cent. of the issued ordinary share capital of the Company immediately prior to the passing of this resolution (excluding treasury shares);
• b) the minimum price (excluding expenses) which may be paid for each ordinary share is US\$0.01;

• c) the maximum price (excluding expenses) which may be paid for each ordinary share is an amount equal to the higher of:

  • i) 105 per cent. of the average of the mid-market value of an ordinary share in the Company for the five business days prior to the day the purchase is made; and
  • ii) the higher of:
  • a. the price of the last independent trade of an ordinary share; and
  • b. the highest current independent bid for an ordinary share; and

• d) the authority conferred by this resolution shall expire on 22 September 2021 or, if earlier, at the conclusion of the Company's next annual general meeting save that the Company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase ordinary shares which will or may be executed wholly or partly after the expiry of such authority.

• 11) THAT a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice provided that this authority shall expire at the conclusion of the Company's next annual general meeting.

Signed: ……....................................... Susan Fadil for an on behalf of JTC (UK) Limited as Company Secretary 23 June 2020