ThomasLloyd Energy Impact Trust : Notice of AGM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the Financial Services and Markets Act 2000.

If you have recently sold or transferred all of your ordinary shares in ThomasLloyd Energy Impact Trust plc (the "Company"), please forward this document, but not any accompanying personalised Forms of Proxy, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass this document to the person who now holds the shares.

ThomasLloyd Energy Impact Trust plc

(Incorporated in England & Wales with company number 13605841

and registered as an investment company under section 833 of the Companies Act 2006)

Notice of a General Meeting requisitioned pursuant to section 303

of the Companies Act 2006

and

Notice of Adjourned Annual General Meeting

(as adjourned from 30 June 2023)

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST RESOLUTION 1AND VOTE FOR RESOLUTIONS 2 AND 3AT THE REQUISITIONED GENERAL MEETING.

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE AGAINST RESOLUTION 5AND VOTE FOR RESOLUTIONS 6 AND 7AT THE ADJOURNED ANNUAL GENERAL MEETING.

Notices of: (i) the requisitioned general meeting of the Company to be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH on Thursday, 24 August 2023 at 10.00 a.m. (the "Requisitioned General Meeting"); and (ii) the adjourned annual general meeting of the Company to be held at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH on Thursday, 24 August 2023 at 10.15 a.m., or, if later, immediately after the conclusion of the Requisitioned General Meeting (the "Adjourned Annual General Meeting"), are set out at the end of this document.

To be valid, the Form of Proxy for use at the Requisitioned General Meeting and the Form of Proxy for use at the Adjourned Annual General Meeting must be completed and returned in accordance with the instructions printed thereon to the office of the Company's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or delivered by hand (during office hours only) to the same address as soon as possible and in any event so as to arrive no later than 10.00 a.m. and 10.15 a.m., respectively, on Tuesday, 22 August 2023. Alternatively, you may register your proxy appointments electronically by visiting Computershare's website (www.investorcentre.co.uk/eproxy). Electronic proxy appointments must also be lodged no later than 48 hours before the time appointed for the relevant meeting.

Appointment of a proxy does not preclude you from attending the relevant meeting and voting in person.

Any proxy forms already submitted for the Annual General Meeting of the Company held on 30 June 2023 (the "AGM") will apply to the Adjourned Annual General Meeting. As the Directors recommended shareholders to withhold their votes on resolutions 5, 6 and 7 at the AGM held on 30 June 2023, and those resolutions will now be put to the Adjourned Annual General Meeting, shareholders are strongly encouraged to submit a new Form of Proxy or electronic proxy appointment for the Adjourned Annual General Meeting as well as a Form of Proxy for the Requisitioned General Meeting. Accordingly, if you wish to update or amend your previous proxy form, you should follow the procedures set out in the notes to the Notice of Adjourned Annual General Meeting at the end of this document.

As the business of the Requisitioned General Meeting and the Adjourned Annual General Meeting will be the same, shareholders are advised that they should vote the same way in respect of the same resolutions to be proposed at both the Requisitioned General Meeting and the Adjourned Annual General Meeting.

LETTER FROM THE CHAIR

ThomasLloyd Energy Impact Trust plc

(Incorporated in England & Wales with company number 13605841 and registered as an investment

company under section 833 of the Companies Act 2006)

Directors:	Registered Office:
Sue Inglis (Non-executive Chair)	The Scalpel
Clifford Tompsett (Non-executive Director)	18th Floor
Kirstine Damkjaer (Non-executive Director)	52 Lime Street
Mukesh Rajani (Non-executive Director)	London EC3M 7AF
	31 July 2023
Dear Shareholder

Notice of Requisitioned General Meeting and Notice of Adjourned Annual General Meeting

INTRODUCTION

On 11 July 2023, the Company received a requisition notice pursuant to section 303 of the Companies Act 2006 in respect of shares beneficially owned by ThomasLloyd Cleantech Infrastructure Fund SICAV and ThomasLloyd SICAV - Energy Impact Credit Fund requiring three resolutions which were not voted on at the AGM, including a vote on the continuation of the Company (the "Continuation Resolution"), to be put before shareholders (the "Requisition"). As a result of the Requisition, the Company is required to convene the Requisitioned General Meeting now for the purpose of allowing shareholders to consider and vote on those three resolutions. The full text of the resolutions is set out in the Notice of Requisitioned General Meeting at the end of this document.

The AGM was adjourned prior to the Continuation Resolution and two other resolutions (being the Company's authority to make market purchases of its own shares and to hold general meetings on shorter notice) being put to the vote on the basis that the Board considered that shareholders should have been given the opportunity to make a fully informed decision on the Company's future once the annual report for the financial period ended 31 December 2022 (the "Annual Report") had been published. The Company is still required to reconvene the Adjourned Annual General Meeting in order to propose the business that was not put to the vote at the AGM. To satisfy that requirement and to remove that burden from the Company at a future date, the Adjourned Annual General Meeting is now also being reconvened to be held immediately following the conclusion of the Requisitioned General Meeting. The resolutions to be proposed at the Adjourned Annual General Meeting are necessarily exactly the same as the resolutions being proposed at the Requisitioned General Meeting (save for the numbering of the resolutions).

I am writing as your Chair on behalf of your Board of Directors. This letter highlights a number of reasons why we are unanimously recommending that you vote againstthe Continuation Resolution at both the Requisitioned General Meeting and the Adjourned Annual General Meeting (together the "Meetings"). This is not a recommendation that we are making lightly because, like many shareholders, we believe in the value of the impact strategy the Company was established to deliver.

Before we set out the detailed reasoning for our recommendation, we would like to set out some introductory remarks.

We are your Board of Directors who, with complete independence and with no pre-set agenda, are assessing the position of the Company and whether we believe that you should vote for it to continue in its present form. It is our duty to deliver effective governance and oversight of the Company's investment manager, ThomasLloyd Global Asset Management (Americas) LLC (the "Investment Manager"), on behalf of shareholders.

We have been engaging with shareholders following the suspension of listing and trading of the Company's shares on 25 April 2023 (the "Suspension") and we understand fully that an end to the Suspension is one of your highest priorities. In order for this to be achieved, the financial statements for the financial period ended 31 December 2022 (the "Financial Statements"), Annual Report and audit for the financial period

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ended 31 December 2022 (the "2022 Audit") must be completed and the Annual Report and Financial Statements published.

The holding of a continuation vote is not a precondition to the ending of the Suspension and the outcome of the vote on the Continuation Resolution will not prevent or further delay the Financial Statements, Annual Report and the 2022 Audit being completed or the Suspension being lifted.

When we first became aware of the serious issues facing the Company in relation to the 200 MW DC solar PV project to-be-constructed in Rewa Ultra Mega Solar Park in India (the "RUMS Project"), we resolved that it was not in the interests of the Company and its shareholders to have a public dispute with the Investment Manager and we wished to work constructively with it to seek to ensure that the Board and shareholders have a full understanding of the position, that the completion of the Financial Statements, Annual Report and 2022 Audit is achieved as quickly as possible and that the Suspension can be lifted. To be clear, a vote against the Continuation Resolution will not preclude or delay the completion of the Financial Statements, Annual Report and 2022 Audit or the lifting of the Suspension. The impact of the Continuation Resolution not passing is explained below under the heading "Impact of the Continuation Resolution not passing".

Our recommendation to adjourn the AGM on 30 June 2023 prior to voting on the Continuation Resolution was primarily based on our judgement that it was simply not sensible or realistic at that time to expect anyone to form a considered view on the financial position and prospects of the Company (i) whose valuation is uncertain, (ii) whose principal construction asset is economically unviable and where the non-completion penalties may be substantial, (iii) whose Financial Statements, Annual Report and 2022 Audit cannot currently be completed, (iv) whose shares are suspended from trading and (v) where there is no clear strategy for the future of the Company.

Our secondary motivation was to work privately with the Investment Manager to ensure that the Board, its advisers and the Company's auditor, Deloitte LLP (the "Auditor"), could establish with confidence what had happened with the RUMS Project and to undertake other significant workstreams required to get the Company back on track, if possible. As a result of the Requisition, we now have to explain in further detail some of the key issues facing the Company and provide you with a recommendation now on whether to vote for or against the Continuation Resolution.

For the reasons stated below we recommend that you should vote againstthe Continuation Resolution at each of the Meetings.

REASONS WHY YOUR BOARD IS RECOMMENDING THAT YOU VOTE AGAINSTTHE CONTINUATION RESOLUTION

Continued delay in finalising valuations and completing the Financial Statements, Annual Report and 2022 Audit

It should be possible to readmit the Company's shares to trading as soon as the Company is able to complete the Financial Statements, the Annual Report and 2022 Audit and publish the Annual Report. The Board is, therefore, working as hard as it can to achieve this. Much, however, depends on the information supplied to the Board and the Auditor and the trust and confidence which each of them has in that information because the Financial Statements must show a true and fair view of the Company.

In accordance with standard practice, the Investment Manager should provide oral and written representations to the Board and the Auditor in connection with the valuations of the Company's assets and the audit of the Financial Statements. In order to be confident that those representations are complete and accurate and can therefore be relied upon, as well as complying with their duties more generally, it is essential for the Board and the Auditor to understand fully the circumstances which led to the Suspension and specifically:

• who at the Investment Manager was aware the RUMS Project had become economically unviable and at what time;
• why the economic unviability was not disclosed to the Board or the Auditor until 17 April 2023; and
• why the liabilities relating to non-completion of the RUMS Project provided to the Board on 21 April 2023 were estimated to be only US$5 million whereas subsequent analysis has revealed they could be up to US$33.5 million.

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Furthermore, material information has only very recently been provided to the Board in relation to Talettutayi Solar Projects Eight Private Limited, a subsidiary of the Company's Indian renewable energy platform ("SolarArise"), which, on 5 December 2022 won 100 MW AC of capacity in a reverse auction for a solar PV project with an estimated cost of US$69 million to be constructed in the State of Maharashtra. Information on this project should have been provided to the Board and the Auditor for the purposes of evaluating the 31 December 2022 valuations - it was not. In addition, the potential cash equity requirements included in the investment deployment of existing cash resources and cashflow projections for the Company provided to the Board and the Auditor in connection with the 2022 Audit and the preparation of the Annual Report did not include this project.

The issues set out above, as well as the other valuation issues referred to below, illustrate the challenges that the Board and the Auditor now have in being able to satisfy themselves about the quality and reliability of the information being given to them by the Investment Manager.

Against this backdrop:

• The Board discussed with the Investment Manager the requirement for a comprehensive investigation into what happened with the RUMS Project and, in particular, who at the Investment Manager knew what and when regarding the economic viability of the project, and why the Board was not informed of its economic unviability until April 2023. Such an investigation would require the full cooperation of the Investment Manager, typically including granting access to emails and telephone and other records at the Investment Manager. Accordingly, the Board determined it was better to work jointly with the Investment Manager in this regard to expedite the conclusion of the investigation.
  In response, however, the Investment Manager (or one of its affiliated companies) has appointed an investment operations and risk advisory services firm to investigate some matters on its own behalf. The Investment Manager has refused to give the Board the opportunity to approve or input into, or even access to, that consultant's scope of work. The Investment Manager has shared a copy of the scope with the Auditor but prohibited the Auditor from sharing the scope with the Board.
  The Board has also been informed by the Investment Manager that neither the Board nor the Auditor will be given access to the consultant's final report. Instead, the Investment Manager has proposed that its own summary of the findings of its consultant's report is presented only to the Auditor, again prohibiting the Auditor from sharing that information with the Board. Prohibiting the Auditor from sharing information with the Board is inappropriate because the Auditor would then be asked to rely on information for which the Board is not able to take responsibility.
  Having recently been made aware that the Investment Manager's Chief People Officer was present throughout the consultant's interview of at least one employee of the Investment Manager, the Board is concerned about the independence of the investigation being undertaken on behalf of the Investment Manager.
• Separately, for the purposes of corporate governance and independently of the investigation referred to above and with a view to establishing the key facts regarding what happened with the RUMS Project, the Board has sent the Investment Manager a list of critical questions for it to answer. These questions were first sent to the Investment Manager on 19 June 2023, with follow-up emails sent on 27 June and 13 July 2023 and, to date, the Board has not received any meaningful answers to them.

In short, some three months since the Suspension, the Board still does not have the full picture of what happened with the RUMS Project and, in particular, has no information regarding who at the Investment Manager knew what and when in relation to the economic viability of the project and why material matters were not brought to the Board's attention until April 2023.

The Board is disappointed with the approach taken by the Investment Manager and has been left with no alternative but to discuss an alternative plan for securing the information required to enable the Financial Statements, Annual Report and 2022 Audit to be completed. Accordingly, the Board has agreed with the Auditor that additional audit evidence will be required to finalise the Annual Report and 2022 Audit, including financial, tax and, potentially, other due diligence reports on the Company's investments. This is necessary, in the absence of the ability to rely on the representations of the Investment Manager, to ensure the completeness and accuracy of all information required to prepare the valuations and finalise the Annual Report. The Board is in the process of having discussions on the scope, costs and timelines for this work. Inevitably, this will result in further costs and delays in finalising the Financial

Statements, Annual Report and 2022 Audit.

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Continuing uncertainty over the Company's financial position

As notified in the announcements on 24 April, 6 June and 12 July 2023, and for the reasons set out below and elsewhere in this letter, there remains considerable uncertainty over the valuation of the Company's investments.

In May 2023, the Board appointed PricewaterhouseCoopers LLP ("PwC") to assist the Company's AIFM and the Board with the finalisation of the valuation of the Company's portfolio as at 31 December 2022. As announced on 12 July 2023, the Board has received a draft report from PwC on the valuation of the Company's assets. Based on the issues being considered, the Board believes that the portfolio valuation as at 31 December 2022 could reflect a material downward movement relative to the 30 September 2022 valuation and to the draft valuations as at 31 December 2022 provided to the Board in February 2023.

Shareholders should also note that the 31 December 2022 valuations will also reflect: (i) a leading independent power consultancy's price forecasts for the Philippines wholesale electricity spot market price, which was commissioned by the Board in December 2022 and were below the Investment Manager's forecasts previously used; and (ii) amendments to the Investment Manager's valuation models following an external audit of them commissioned by the Board in January 2023.

The Board is currently considering several matters, which are wider ranging and more concerning than just the macro-economic factors which have driven valuation revisions across the infrastructure sector, including whether revenue, operating cost and tax projections were unrealistically optimistic.

In addition to the above and, as previously announced, US$8.2 million of costs are expected to be written off if the RUMS Project does not proceed and a further reduction in the fair value as at 31 December 2022 is expected to be required due to the contingent liability risk associated with non-completion penalties for the project and legal costs which are estimated to be up to US$33.5 million on the basis that the project would not have gone ahead at that date.

The price of solar modules has fallen in recent weeks and the Investment Manager has determined that there are circumstances where it could now be in shareholders' interests to proceed with construction and is currently assessing this option with the Board. If the RUMS Project does proceed, which the Board expects would be subject to prior FCA and Shareholder approval for a material change to the country limit in the Company's investment policy, the project would still be expected to have a material negative net present value at the current time.

In short, therefore, the Company's financial position is hard to ascertain based on the information currently available but is likely to show a material downward adjustment in the Company's NAV as at 31 December 2022 relative to 30 September 2022. In such circumstances, the Board cannot recommend voting in favour of the Continuation Resolution.

Lack of a plan from the Investment Manager to assist in the potential relaunch of the Company

As part of the process to prepare the Annual Report, in light of the slow deployment of capital by the Company, changed macro-economic conditions affecting the sector and the issues that have arisen in the management of the Company's assets, the Board had asked for an updated fund model from the Investment Manager to confirm whether the Company's target returns are still realistic and whether changes to the Company's investment strategy or policy in order to achieve acceptable returns for shareholders should be considered. Despite repeated requests for this information, it has not been received by the Board.

The Investment Manager agreed some weeks ago to deliver an investment proposal to assist in the potential relaunch of the Company, addressing matters such as the future investment strategy and policy and realistic target returns, to the Board by the end of July 2023. At the time of printing this document, the Board is still awaiting delivery of this proposal.

The Board does not believe that it would be prudent to vote in favour of the Continuation Resolution where the future direction and prospective financial returns of the Company are unclear.

Conclusion

In summary, the Board has been working tirelessly to provide shareholders with full information on the Company's position, facilitate the completion of the 31 December 2022 valuations and the 2022 Audit and enable trading in the Company's shares to resume. We were seeking to work

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