THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you arein any doubt about the contents of this document you should consult a person authorisedfor the purposes of FSMA who specialises in advising on the acquisition of shares andother securities.

A copy of this document, which comprises a prospectus relating to Greensphere CapitalPLC, prepared in accordance with the Prospectus Rules of the FCA made pursuant tosection 73A of FSMA, has been delivered to the FCA and has been made available to thepublic in accordance with Rule 3.2 of the Prospectus Rules.

Applications will be made to the London Stock Exchange for all of the Shares currently in issueand issued pursuant to the Issue and the Placing Programme to be admitted to the premiumsegment of the Official List and to trading on the Main Market. It is expected that Admission inrespect of the Issue will become effective, and that dealings in the Ordinary Shares issuedpursuant to the Issue will commence, on 20 December 2017. It is expected that Admissions inrespect of the Placing Programme will become effective, and that dealings in the Shares issuedpursuant to the Placing Programme will take place between 21 December 2017 and 29 November2018. All dealings in Shares prior to the commencement of unconditional dealings will be at thesole risk of the parties concerned.

The Shares are not dealt in on any other recognised investment exchanges and no applications forthe Shares to be traded on such other exchanges have been made or are currently expected.

The Company and its Directors, whose names appear in the section of this document headed‘‘Directors, Agents and Advisers’’, accept responsibility for the information contained herein. To thebest of the knowledge of the Company and the Directors (who have taken all reasonable care toensure that such is the case), the information contained in this document is in accordance with thefacts and does not omit anything likely to affect the import of such information.

Prospective investors should read this entire document and, in particular, the matters set out in thesection headed ‘‘Risk Factors’’ in this Prospectus, when considering an investment in theCompany.

GREENSPHERE CAPITAL PLC(incorporated in England and Wales under the Companies Act 2006 with registered number 11015451 and

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

PLACING and OFFER FOR SUBSCRIPTION of up to 500 million OrdinaryShares of US$0.01 each at an Issue Price of US$1.00 per Ordinary Share

PLACING PROGRAMMEof up to 500 million Ordinary Shares and/or C Shares

ADMISSION TO THE OFFICIAL LIST AND TRADING ON THE PREMIUMSEGMENT OF THE LONDON STOCK EXCHANGE’S MAIN MARKET FOR

LISTED SECURITIES

Sponsor, Broker, Financial Adviser and Bookrunner

NUMIS SECURITIES LIMITED

Numis, which is authorised and regulated in the United Kingdom by the Financial ConductAuthority, is the sponsor to the Company. Numis is acting exclusively for the Company and for no-one else in relation to the Issue and the Placing Programme. Numis will not regard any otherperson (whether or not a recipient of this Prospectus) as its client in relation to the Issue and thePlacing Programme and will not be responsible to anyone other than the Company for providingthe protections afforded to its clients or for providing any advice in relation to the Issue, thePlacing Programme, the contents of this Prospectus or any transaction or arrangement referred toin this Prospectus. Apart from the responsibilities and liabilities, if any, which may be imposed onNumis by FSMA or the regulatory regime established thereunder, Numis does not make anyrepresentation express or implied in relation to, nor accepts any responsibility whatsoever for, thecontents of this Prospectus or any other statement made or purported to be made by it or on itsbehalf in connection with the Company, Greensphere Advisors, Greensphere Capital Partners,Ecofin, the Shares, the Issue or the Placing Programme. Numis accordingly, to the fullest extentpermissible by law, disclaims all and any responsibility or liability whether arising in tort, contract or

otherwise (save as referred to above) which it might have in respect of this Prospectus or anyother statement.

The Shares have not been and will not be registered under the US Securities Act, or the securitieslaws of any other jurisdiction of the United States, or under any of the relevant securities laws ofCanada, the Republic of South Africa, New Zealand or Japan or their respective territories orpossessions. The Shares may not (unless any exemption from such registration or laws isavailable) be offered or sold, directly or indirectly, within the United States, or to, or for the accountor benefit of, US persons (as defined in Regulation S under the US Securities Act) or in Canada,the Republic of South Africa, New Zealand or Japan or their respective provinces, territories orpossessions. No public offering of the Shares is being made in the United States. The Shares arebeing offered and sold only outside the United States to non-US Persons in ‘‘offshore transactions’’within the meaning of, and in reliance on, Regulation S. The Company has not been and will notbe registered under the United States Investment Company Act of 1940, as amended (the ‘‘USInvestment Company Act’’) and, as such, investors will not be entitled to the benefits of the USInvestment Company Act. A US Person that acquires Shares may be required to sell or transferthese Shares to a person qualified to hold Shares or forfeit the Shares if the transfer is not madein a timely manner.

Prospective investors should consider carefully (to the extent relevant to them) the notices toresidents of various countries set out in Part 9 of this Prospectus.

This Prospectus is dated 30 November 2017.

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CONTENTS

SUMMARY 1

RISK FACTORS 14

IMPORTANT INFORMATION 40

EXPECTED TIMETABLE AND STATISTICS 44

DIRECTORS, AGENTS AND ADVISERS 46

HIGHLIGHTS 47

PART 1: INVESTMENT OBJECTIVE, POLICY AND STRATEGY 49

PART 2: BACKGROUND TO THE SUSTAINABLE INFRASTRUCTURE MARKET 59

PART 3: MANAGEMENT AND ADMINISTRATION 68

PART 4: FEES AND EXPENSES, REPORTING AND VALUATION 82

PART 5: ISSUE ARRANGEMENTS 90

PART 6: TERMS OF THE C SHARES AND THE CONVERSION RATIO 95

PART 7: TAXATION 102

PART 8: ADDITIONAL INFORMATION ON THE COMPANY 105

PART 9: RESTRICTIONS ON SALE TO OVERSEAS INVESTORS 134

PART 10: DEFINITIONS 135

APPENDIX 1 144

APPENDIX 2 150

NOTES ON HOW TO COMPLETE THE APPLICATION FORM 157

INSTRUCTIONS FOR DELIVERY OF COMPLETED APPLICATION FORMS 161

GREENSPHERE CAPITAL PLC – APPLICATION FORM 163

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SUMMARY

Summaries are made up of disclosure requirements known as ‘Elements’. These elements arenumbered in Sections A-E (A.1-E.7).

This summary contains all the Elements required to be included in a summary for this type ofsecurity and issuer. Because some Elements are not required to be addressed there may be gapsin the numbering sequence of the Elements.

Even though an Element may be required to be inserted into the summary because of the type ofsecurity and issuer, it is possible that no relevant information can be given regarding theElement. In this case a short description of the Element is included in the summary with themention of ‘not applicable’.

Section A – Introduction and warnings

A.1 Warning This summary should be read as an introduction to thisProspectus.

Any decision to invest in the securities should be based onconsideration of this Prospectus as a whole by the investor.

Where a claim relating to the information contained in thisProspectus is brought before a court, the plaintiff investor might,under the national legislation of an EU Member State, have to bearthe costs of translating this Prospectus before the legalproceedings are initiated.

Civil liability attaches only to those persons who have tabled thissummary including any translation thereof, but only if the summaryis misleading, inaccurate or inconsistent when read together withthe other parts of this Prospectus or it does not provide, when readtogether with the other parts of this Prospectus, key information inorder to aid investors when considering whether to invest in suchsecurities.

A.2 Subsequent resale ofsecurities or finalplacement of securitiesthrough financialintermediaries

Not applicable. No consent has been given by the issuer or any personresponsible for drawing up this Prospectus for the subsequent resale orfinal placement of securities by or through financial intermediaries.

Section B – Issuer

B.1 Legal and commercialname

Greensphere Capital PLC

B.2 Domicile and legal form The Company was incorporated in England and Wales under theCompanies Act 2006 as a public company limited by shares on16 October 2017 with company number 11015451 and is a closed-ended investment company.

B.5 Group description Greensphere Advisors is the Company’s wholly-owned operatingsubsidiary. The Company will invest directly in the assets comprisingthe Listed Portfolio but may (but is not obliged to) make its investments inthe Private Portfolio indirectly via a holding structure.

B.6 Notifiable interests As at the date of this Prospectus, insofar as is known to the Company,there are no parties with a notifiable interest under English law in theCompany’s capital or voting rights. The Directors are not aware of anyperson or persons who could, directly or indirectly, jointly or severally,exercise control over the Company.

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Pending the allotment of Ordinary Shares pursuant to the Issue,Greensphere Capital Partners has been issued with 1 Ordinary Share.The Company has been informed that it is the current intention of theCapricorn Investment Group to subscribe for approximately 28 millionOrdinary Shares in the Issue through a holding entity. Mr Yadigaroglu(Director) and Mr Orum (Investment Committee member) are bothPartners of Capricorn Investment Group.

The Directors have indicated that it is their intention to subscribe for thefollowing Ordinary Shares pursuant to the Issue:

Ian Nolan 100,000 Ordinary SharesJon Moulton 1,300,000 Ordinary SharesSimon Peckham 250,000 Ordinary SharesDivya Seshamani 250,000 Ordinary SharesIon Yadigaroglu 100,000 Ordinary Shares

An entity connected with Ms Seshamani will be issued with 366,650Ordinary Shares and an entity connected with Mr Moulton will be issued1,628,350 Ordinary Shares on Admission by way of Initial Considerationfor the transfer of the business of Greensphere Capital Partners toGreensphere Advisors, together with Deferred Consideration of anumber of Ordinary Shares to be issued on the date on which theCompany’s annual accounts for the financial year ended 31 December2020 are published. The Ordinary Shares issued in satisfaction of theDeferred Consideration obligation will be equal in value to the differencebetween the Initial Consideration and 2.5 per cent. of the Two-YearFundraise Gross Proceeds, provided that the Deferred ConsiderationConditions have been met. The Directors (other than Ms Seshamani andMr Moulton) have the discretion to waive any of the conditions, such thatthe Deferred Consideration is payable notwithstanding that any of theDeferred Consideration Conditions are not satisfied, although no suchwaiver is currently contemplated. Ordinary Shares issued in satisfactionof the Deferred Consideration obligation will be issued at the direction ofMs Seshamani and at the direction of Mr Moulton in the proportions of77.7 per cent. to Ms Seshamani and 22.3 per cent. to Mr Moulton.

No Director holds any other Ordinary Shares. There are no differentvoting rights for any Ordinary Shareholder.

B.7 Key financial information Not applicable. The Company has not commenced operations and nofinancial statements have been made up as at the date of thisProspectus.

B.8 Key pro forma financialinformation

Not applicable. This document does not contain any pro forma financialinformation.

B.9 Profit forecast Not applicable. The Company has not made any profit forecasts.

B.10 Description of the natureof any qualifications inthe audit report on thehistorical financialinformation

Not applicable. The Company has not commenced operations and nofinancial statements have been made up as at the date of thisProspectus.

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B.11 Insufficiency of workingcapital

Not applicable. The Company is of the opinion that, taking into accountMinimum Net Proceeds, the working capital available to the Group issufficient for the Group’s present requirements, being for at least the next12 months from the date of this Prospectus.

B.34 Investment policy Investment Objective

The Company’s investment objective is to provide Shareholders with anattractive yield from a geographically and sectorally diverse portfolio andto realise long-term growth in the capital value of the Company. TheCompany intends to make distributions of income and to maintain andgrow the capital value of the Company’s Investment Portfolio

The Company will target a dividend of 3 cents per Ordinary Share in itsfirst financial year, 5 cents per Ordinary Share in its second financialyear, 6 cents per Ordinary Share in its third financial year and will targetan annual dividend of at least 6 cents per Ordinary Share thereafter*.The Company will also target a total return (including dividends paid toShareholders and growth in the Net Asset Value per Ordinary Share, butexcluding Share price performance) of 10-12 per cent. per annum on theIssue Price, over the long-term through active management, assetdevelopment, acquisitions, fee income and the prudent use of gearing.*

Investment Policy

Sustainable Infrastructure Investments

The Company’s investment policy is to invest, directly and indirectly, inSustainable Infrastructure investments which mitigate against the keyrisks of resource scarcity, input price and project life-cycle cost volatility,and climate stress.

The Company will, over the long-term, seek to diversify its investmentsgeographically and across sub-sectors of the Sustainable Infrastructureuniverse to achieve a balance of risk exposure across both the PrivatePortfolio and the Listed Portfolio. The Directors expect that theInvestment Portfolio will be comprised principally of SustainableInfrastructure Investments in the United States, Canada, WesternEurope, the United Kingdom and the Nordic countries and in otherOECD countries where they consider that the risk profile of investmentopportunities meets the Company’s requirements. The Company mayalso invest up to 30 per cent. of its Net Asset Value in assets orbusinesses located in non-OECD countries.

The Sustainable Infrastructure Investments that the Company will investin will comprise assets and businesses that are involved in one or moreof the following sectors:

* Water;

* Energy transmission, distribution and storage;

* Renewable energy;

* Waste and effluent management;

* Resource and energy efficiency;

* Sustainable forestry and agriculture – including irrigation systems,hydroponic farms, aquaponic farms, asset leasing of related supplychain equipment; and

* Related Sustainable Infrastructure sectors.

*These are targets only and not profit forecasts. There can be no assurance that these targets will be met or that the Company will makeany distributions or have any capital appreciation at all.

3

The Company intends to acquire investments in assets and businesseswhich the Directors believe have some or all of the followingcharacteristics:

* Stable cashflow generation potential over the longer term;

* Creditworthy counterparties supporting the revenue streams; and

* Proven, experienced management teams and operators.

Portfolio Composition

The Private Portfolio will be managed by the Management Team and theListed Portfolio will be managed by Ecofin.

Private Portfolio

The Private Portfolio will be comprised of Sustainable InfrastructureInvestments that the Management Team believes will deliver anappropriate risk-adjusted internal rate of return, and dividends andother income to enable the Company to meet its distribution policy.

The Company generally intends (but is not obliged) to buy and holdSustainable Infrastructure investments in the Private Portfolio forextended periods, and, as such, there will not be a fixed term forinvestments. Over the long-term, the Company aims to enhance thecapital value (both through acquisitions and organic portfolio growth) ofits investments and the income derived therefrom for the benefit ofShareholders.

The Company may invest in assets and projects that are operational aswell as those that are under construction or development. No more than30 per cent. of the Net Asset Value of the Private Portfolio will beinvested in Sustainable Infrastructure Projects that are in construction orunder development.

Sustainable Infrastructure Investments for the Private Portfolio will besourced by the Management Team and it is likely that investmentopportunities will also be originated by the Directors and the InvestmentCommittee and, from time to time, from third-party relationships andadvisers.

Investments for the Private Portfolio may be single assets, portfolios ofassets or businesses, shares, securities and other interests (in whateverform) in companies, partnerships, funds and other collective investmentundertakings, and may be directly or indirectly held.

Listed Portfolio

The Listed Portfolio will generally be comprised of liquid equity andequity-related securities of companies in the ‘‘Renewable InfrastructureUniverse’’ which are listed or traded on one or more global stockexchanges. In addition to traditional corporate structures, the ListedPortfolio may be invested in limited partnerships, renewableinfrastructure funds, closed-end funds which, in turn, invest in incomeproducing assets. The Company (for the account of the Listed Portfolio)may also write covered (but not uncovered) options regarding names inthe Renewable Infrastructure Universe and may retain cash and cashequivalents for use as collateral or pending reinvestment.

The intention is that at least 85 per cent. of the Listed Portfolio will becapable of being liquidated within 20 trading days.

Allocation between the Private Portfolio and Listed Portfolio

The Management Team, in consultation with the Board, will determinethe proportion of the Company’s investments that will be allocated to thePrivate Portfolio and the Listed Portfolio from time to time, subject toappropriate supervision and oversight by the AIFM.

4

In determining the allocation, regard will be had to the diversification andspread of risk in the Company’s Investment Portfolio as a whole, theavailability of appropriate Sustainable Infrastructure investments forinclusion in the Private Portfolio, the valuations of investments suitablefor the Private Portfolio relative to those suitable for the Listed Portfolio,and such other prudential factors as are deemed appropriate.

Investment Restrictions

In order to ensure a spread of investment risk, the Company has adoptedthe following investment restrictions that will apply to the acquisition ofany Sustainable Infrastructure investment:

a) No more than 20 per cent. of the Net Asset Value of the InvestmentPortfolio as a whole will be invested in any single SustainableInfrastructure Project;

b) No more than 20 per cent. of the Net Asset Value of the InvestmentPortfolio as a whole will be invested in any single asset that formspart of, or any Project Entity formed in respect of, any SustainableInfrastructure Project;

c) No more than 10 per cent. of the Net Asset Value of the ListedPortfolio may be invested in securities issued by the same issuer;

d) No more than 40 per cent. of the Net Asset Value of the ListedPortfolio may be invested in securities issued by issuers in respectof which the Company has an exposure of more than 5 per cent. ofthe Net Asset Value of the Listed Portfolio;

e) No more than 30 per cent. of the Net Asset Value of the PrivatePortfolio in aggregate shall be invested in SustainableInfrastructure Investments that are in their construction ordevelopment phases; and

f) No more than 30 per cent. of the Net Asset Value of the PrivatePortfolio shall be invested in Sustainable Infrastructure Projectslocated in non-OECD countries.

The investment restrictions apply at the time of making any investment.The Company will not be required to rebalance its portfolio as a result ofa change in the value of any investment or of the Net Asset Value of theCompany as a result of the investment restrictions, save that theCompany shall have regard to its object of ensuring a spread ofinvestment risk on a continuing basis.

There is no seed portfolio. As at the date of this Prospectus, theCompany has not entered into any legally binding agreements for thepurchase of any Sustainable Infrastructure Investments (other than inconnection with the transfer of the Greensphere Capital Partnersbusiness as a going concern).

B.35 Borrowing limits The Company may incur indebtedness up to a maximum of 50 per cent.of its published Net Asset Value in force at the time of such borrowing.The Company is able to borrow for both working capital purposes and forinvestment purposes. Any decision to incur indebtedness will be taken bythe Management Team within such parameters as are approved by theBoard from time to time. The Directors intend to keep borrowings tobelow 30 per cent. of the Company’s Net Asset Value, and the Companywill only incur borrowings in excess of this target if the borrowings aretaken out on a short-term basis (i.e. with the intention of being repaidwithin 180 days).

There will be no limitations on indebtedness being incurred at the level ofthe Company’s underlying investments (and measures of indebtednesswill, therefore, exclude debt in place at the underlying investment level)and any intra-group borrowings.

5

B.36 Regulatory status From Admission, the Company will be subject to the FCA’s Listing Rules,the Prospectus Rules and the Disclosure Guidance and TransparencyRules, MAR and the rules of the London Stock Exchange. The Companyintends, at all times, to conduct the affairs of the Company so as toenable it to qualify as an investment trust for the purposes of section1158 of the CTA 2010. The Company will be an EU alternativeinvestment fund or ‘‘AIF’’ for the purposes of the AlternativeInvestment Fund Managers Directive.

B.37 Typical investor Typical investors in the Company are expected to be institutional andsophisticated investors based in the UK and overseas, wealth managersregulated or authorised by the FCA, family offices and highlyknowledgeable private individuals (including those that areprofessionally advised).

B.38 Investment of 20 percent. or more insingle underlying assetor investment company

Not applicable.

B.39 Investment of40 per cent. or morein single underlyinginvestment company

Not applicable.

B.40 Service providers Greensphere Capital Partners

Greensphere Capital Partners will manage the Private Portfolio. Thebusiness of Greensphere Capital Partners will be transferred toGreensphere Advisors (the Company’s wholly-owned subsidiary) onAdmission, and as such the Company does not pay any externalmanagement fees or performance fees in relation to the Private Portfolio.Greensphere Capital Partners is authorised and regulated by the FCAand has applied to extend the scope of its regulatory permissions inconnection with the Private Portfolio Management Agreement.

Ecofin

The Company has appointed Ecofin to act as the alternative investmentfund manager or ‘‘AIFM’’ of the Company pursuant to the AIFMAgreement. Ecofin has also been appointed by the Company tomanage the Listed Portfolio on the terms of the Listed PortfolioManagement Agreement.

As AIFM, Ecofin will be entitled to receive from the Company an annualfee of £75,000, payable monthly in arrears. The management feepayable under the Listed Portfolio Management Agreement will be£810,000 per annum, payable monthly in arrears.

Depositary

The UK branch of CACEIS Bank has been appointed as the Depositaryof the Company pursuant to the Depositary Agreement.

The Depositary is entitled to receive an annual depositary fee of 3 basispoints of the Net Asset Value up to US$100 million, 2 basis points of theNet Asset Value in excess of US$100 million up to US$300 million, and 1basis point of the Net Asset Value in excess of US$300 million, with aminimum annual fee of £25,000. The Depositary will be entitled to avariable custody fee of between 0.5 and 5 basis points, depending onwhere the assets are located, together with transaction fees whereapplicable.

6

Administrator

Praxis has been appointed to provide administration and companysecretarial services to the Company including calculating the Net AssetValue, keeping minute books, administering insider lists for the purposesof MAR, assisting with regulatory compliance pursuant to the DisclosureGuidance and Transparency Rules and Listing Rules and preparingannouncements, pursuant to the Administration Agreement.

The Administrator is entitled to an annual fee at a fixed rate of £140,000per annum, payable monthly in arrears (increasing with RPI).

Registrar and Receiving Agent

Link Asset Services has been appointed as both Registrar to theCompany and Receiving Agent for the Issue pursuant to the RegistrarAgreement and the Receiving Agency Agreement respectively.

The Registrar will be entitled to various fees, including an annualregistration fee of £6,500 and certain additional charges on a per itembasis.

The Receiving Agent in entitled to professional advisory and processingfees with an aggregate minimum charge of £9,700 plus certain additionalprocessing charges on a per item basis.

Auditors

PricewaterhouseCoopers LLP will provide audit services to theCompany. The annual report and accounts will be prepared accordingto accounting standards in line with IFRS. The fees charged by theAuditors will depend on the services provided, computed (inter alia) onthe time spent by the Auditors on the affairs of the Company. As such,there is no maximum amount payable to the Auditors.

All fees of the service providers above are exclusive of Value Added Taxwhich (if applicable) will be payable in addition to the fees above.

B.41 Regulatory status ofinvestment managersand depositary

Greensphere Capital Partners is authorised and regulated by the FCA,with FCA number 548063. It has applied to extend the scope of itsregulatory permissions in connection with the Private PortfolioManagement Agreement.

Ecofin is authorised and regulated by the FCA with FCA number 150101.Ecofin has been authorised by the FCA to act as AIFM of the Company.

Greensphere Advisors is not currently authorised by the FCA. Shortlyfollowing Admission, Greensphere Advisors intends to apply to the FCAfor the necessary regulatory permissions for it to act as the Company’sAIFM. Once it has obtained such permissions, it will replaceGreensphere Capital Partners as manager of the Private Portfolio andwill replace Ecofin as AIFM two years after Admission.

The Depositary is a French credit institution subject to the supervision ofthe French Financial supervision authority, the Autorite de controlePrudentiel. The Depositary acts through a branch established in the UK.

B.42 Calculation of NetAsset Value

The Administrator will calculate the unaudited Net Asset Value per Shareon a weekly basis. Such calculations will be notified through a RegulatoryInformation Service and will also be available on the Company’s website.

The Listed Portfolio will be valued on a weekly basis. The AIFM willappoint an External Valuer to value the Private Portfolio on a semi-annual basis.

7

B.43 Cross liability Not applicable. The Company is not an umbrella collective investmentundertaking and as such there is no cross liability between classes orinvestment in another collective investment undertaking.

B.44 Key financial information Not applicable. The Company has not commenced operations and nofinancial statements have been made up as at the date of thisProspectus.

B.45 Portfolio Not applicable. As at the date of this Prospectus, the Company does nothold any assets.

B.46 Net Asset Value Not applicable. The Company has not commenced operations.

Section C – Securities

C.1 Type and class ofsecurities being offeredand/or admitted to trading

The Company intends to issue up to 500 million Ordinary Shares ofUS$0.01 each pursuant to the Issue and up to 500 million OrdinaryShares and/or C Shares pursuant to the Placing Programme.

Application will be made for Shares issued pursuant to the Issue, and thePlacing Programme as well as the one Ordinary Share currently in issueand the Ordinary Shares to be issued pursuant to the GreensphereCapital Partners SPA to be admitted to the Official List and to trading onthe premium segment of the London Stock Exchange’s Main Market forListed Securities.

The ISIN of the Ordinary Shares is GB00BD9PXG32 and the SEDOL isBD9PXG3. The ticker for the Ordinary Shares is GCAP.

The ISIN, SEDOL and ticker for any C Shares to be issued pursuant tothe Placing Programme will be announced at the time of the relevantSubsequent Placing through a Regulatory Information Service.

C.2 Currency of thesecurities issued

The currency of denomination of the Issue and Placing Programme isDollars.

C.3 Number of securitiesin issue

Set out below is the issued share capital of the Company as at the dateof this Prospectus:

NominalValue per

share Number

Management Shares £1.00 50,000Ordinary Shares US$0.01 1

C.4 Description of therights attaching to thesecurities

Ordinary SharesThe holders of Ordinary Shares are entitled to receive, and participate in,any dividends or other distributions paid by the Company out of theprofits of the Company attributable to the Ordinary Shares. On a windingup, once the Company has satisfied all of its liabilities, holders ofOrdinary Shares are entitled to all the surplus assets of the Companyattributable to the Ordinary Shares.

Holders of Ordinary Shares are entitled to attend and vote at all generalmeetings of the Company and, on a poll, to one vote for each OrdinaryShare held.

C Shares

Holders of C Shares of a tranche will be entitled to receive, andparticipate in, any dividends declared only insofar as such dividend isattributed, at the sole discretion of the Directors, to the assets of the

8

Company attributable to the C Shares of that tranche. Holders ofC Shares of a tranche will be entitled to participate in a winding up of theCompany or on a return of capital in relation to the surplus assets of theCompany attributable to the C Shares of that tranche.

The C Shares shall carry the right to receive notice of, and to attend orvote at, any general meeting of the Company in the same manner as theOrdinary Shares (notwithstanding any difference in the respective NetAsset Values of the C Shares and Ordinary Shares).

The C Shares will convert into Ordinary Shares on the basis of theConversion Ratio (as defined in the Articles) calculated as at theCalculation Time (as defined in the Articles). The Ordinary Shares to beissued following conversion of C Shares will rank pari passu with theOrdinary Shares then in issue for dividends and other distributionsdeclared, made or paid by reference to a record date falling afterconversion.

C.5 Restrictions on thefree transferability ofthe securities

Shares are freely transferable, subject to the restrictions contained in theArticles, which are summarised below:

The Board may decline to register any transfer of any Share incertificated form or (to the extent permitted by the Act) uncertificatedform which is not fully paid or on which the Company has a lien, or in alimited number of circumstances that would otherwise require theCompany and/or the Advisers to be subject to or operate inaccordance with certain US Laws or regulations (including ERISA orthe Investment Company Act), provided that this would not preventdealings in the Shares from taking place on an open and proper basis.

The registration of transfers may be suspended at such times and forsuch periods (not exceeding 30 days in the aggregate in any onecalendar year) as the Directors may decide except that, in respect of anyShares which are participating shares held in an uncertificated system(such as CREST), the register of members shall not be closed withoutthe consent of the relevant authorised operator of that system.

C.6 Admission Applications will be made to the UK Listing Authority for all of theOrdinary Shares in issue and to be issued pursuant to the Issue and inaccordance with the Greensphere Capital Partners SPA and all OrdinaryShares and/or C Shares issued pursuant to the Placing Programme to beadmitted to the premium segment of the Official List and to the LondonStock Exchange for all such Shares to be admitted to trading on the MainMarket. It is expected that Admission in respect of the Issue will becomeeffective, and that dealings in the Ordinary Shares issued pursuant to theIssue will commence, on 20 December 2017. It is expected thatAdmissions in respect of the Placing Programme will become effective,and that dealings for normal settlement in Shares issued pursuant to thePlacing Programme will take place, between 21 December 2017 and29 November 2018.

C.7 Dividend policy The Company intends to distribute at least 85 per cent. of its distributableincome earned in each financial year by way of dividends. The Companywill target a dividend of 3 cents per Ordinary Share in its first financialyear, 5 cents per Ordinary Share in its second financial year, 6 cents perOrdinary Share in its third financial year and will target an annualdividend of at least 6 cents per Ordinary Share thereafter. Investorsshould note that the target dividends are targets only and not a profitforecasts.

9

The Company’s financial year end is 31 December, with the first financialperiod ending on 31 December 2018. Following the first financial periodwhere only one distribution is expected, distributions on the OrdinaryShares are expected to be paid twice a year, normally in respect of thesix month periods to 30 June and 31 December, and are expected to bemade by way of dividends.

The Company may offer Shareholders the opportunity to receivedividends in the form of further Shares.

Dividends will be declared on the C Shares only in the event that there ismaterial net income available for distribution to the holders of theC Shares of the relevant tranche.

C.22 Information about theunderlying shares

Shares issued pursuant to the Placing Programme may be issued asOrdinary Shares and/or C Shares at the discretion of the Directors.C Shares will constitute a separate class of Shares in the Company. Thecurrency of denomination of the C Shares is Dollars.

The C Shares will convert into Ordinary Shares on the basis of theConversion Ratio (as defined in the Articles) calculated as at theCalculation Time (as defined in the Articles). The Ordinary Shares to beissued following conversion of C Shares will rank pari passu with theOrdinary Shares then in issue for dividends and other distributionsdeclared, made or paid by reference to a record date falling afterconversion.

Applications will be made to the UK Listing Authority for all of theOrdinary Shares and/or C Shares to be issued pursuant to the Issue andthe Placing Programme to be admitted to the premium segment of theOfficial List and to the London Stock Exchange for all such Shares to beadmitted to trading on the Main Market.

It is expected that Admissions in respect of the Placing Programme willbecome effective, and that dealings for normal settlement in Sharesissued pursuant to the Placing Programme will take place, between21 December 2017 and 29 November 2018.

C Shares are freely transferable, subject to the restrictions contained inthe Articles in relation to transfers of Shares generally.

Section D – Risks

D.1,D.2

Key information onthe key risks that arespecific to the issueror its industry

* There can be no assurance that the investment objective of theCompany will be achieved or that the Company’s portfolios ofinvestments will generate the rates of return referred to in thisProspectus. There is no guarantee that any dividends will be paid inrespect of any financial year or period or that any capitalappreciation will be achieved.

* Market conditions may delay or prevent the Company from makingappropriate investments that generate attractive returns. Adversemarket conditions and their consequences may adversely affect theManagement Team’s ability to identify and invest in SustainableInfrastructure investments for the Private Portfolio and deliveringthe returns necessary for the Company to meet its investmentobjective.

* The Company’s investments may include investments inbusinesses which generate revenue from underlying assets insustainable sectors such as wind farms, solar parks, biomassplants and wastewater treatment plants. These types of businessesare subject to volume risk and there is a risk that volumes may fallbelow initial projections and this may result in a reduction inexpected revenues for these businesses.

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* The Company’s revenues will be materially dependent upon thequality and performance of the material and equipment with whichthe assets in the Investment Portfolio are constructed andmaintained, the comprehensiveness of the operational andmanagement contracts entered into in respect of each projectand concession within the Investment Portfolio, and the operationalperformance, efficiency and life-span of the equipment andcomponents used in relation to the Sustainable Infrastructureassets. Problems in the foregoing areas may result in thegeneration of lower revenues, higher operating costs and/orunexpected capital expenditure and lower levels of projectefficiency than anticipated, which could have a material adverseeffect on the Company’s financial position, results of operations,business prospects and returns to investors.

* The Company is newly incorporated and has no track record of pastperformance.

* The success of the Company will depend upon the expertise of theDirectors, the Investment Committee and the Management Teamimplementing the Investment Policy of the Company, and of theAdvisers in identifying, selecting, managing and developingappropriate investments. There is no certainty that keyinvestment professionals currently working for the Advisers willcontinue to work for the Advisers, that the Advisers will continue asthe Advisers throughout the life of the Company, or that themembership of the Board or the Investment Committee will notchange during the life of the Company. The impact of a departure ofkey personnel on the ability of the Company to achieve itsinvestment objective cannot be determined.

* Investments in the Private Portfolio may be illiquid and a sale mayrequire the consent of other interested parties. Such investmentsmay therefore be difficult to value and realise. Such realisationsmay involve significant time and cost and/or result in realisations atlevels below the value of such investments estimated by theCompany.

D.3 Key information onthe risks specific tothe securities

* The value of an investment in the Company is subject to normalmarket fluctuations and other risks inherent in investing insecurities. There is no assurance that any appreciation in valueof the Shares will occur or that the investment objective will beachieved. The Shares may trade at a discount to the NAVattributable to them.

* It may be difficult for Shareholders to realise their investment andthere may not be a liquid market in the Shares.

* Future distributions of the Company, including potential growththerein, and prospects of the Company’s underlying Net AssetValue, are based on assumptions that are not profit forecasts andcannot be committed to or guaranteed.

Section E – Offer

E.1 Net proceeds and costs The net proceeds of the Issue are dependent on the level ofsubscriptions received pursuant to the Issue and the costs of theIssue. Assuming 500 million Ordinary Shares are to be issued pursuantto the Issue, it is expected that the Company will receive approximatelyUS$490 million in cash from the Issue, net of fees and expensesassociated with the Issue and payable by the Company of approximatelyUS$10 million, or 2 per cent. of the Gross Issue Proceeds.

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The net proceeds of the Placing Programme are dependent on: (i) theaggregate number of Shares issued pursuant to the Placing Programme;and (ii) the price at which any Shares issued as Ordinary Shares areissued (the C Shares will be issued at a Placing Programme Price ofUS$1.00 each); and (iii) the costs of the Placing Programme.

E.2a Reasons for the Issue,use of proceeds andestimated net amount ofproceeds

The Directors believe that there are attractive opportunities for theCompany to deliver value for Shareholders through investment inSustainable Infrastructure Investments.

The estimated Net Issue Proceeds of the Issue are US$490 million,assuming the maximum Gross Issue Proceeds of US$500 million areraised. If the Company raises US$200 million under the Issue, the NetIssue Proceeds would be US$196 million.

The net proceeds of the Placing Programme are dependent on: (i) theaggregate number of Shares issued pursuant to the Placing Programme;(ii) the price at which any Shares issued as Ordinary Shares are issued(the C Shares will be issued at a Placing Programme Price of US$1.00each); and (iii) the costs of the Placing Programme.

The Company’s principal use of the proceeds of the Gross IssueProceeds and any cash raised from any Subsequent Placing will be toacquire investments in accordance with the Investment Policy, to pay theexpenses related to the Issue or the relevant Subsequent Placing (asapplicable), to pay ongoing operational expenses of the Company and toprovide sufficient working capital for the Company.

E.3 Terms and conditionsof the offer

The Issue

The Ordinary Shares are being made available under the Issue atUS$1.00 per Ordinary Share.

The Issue, which is not underwritten, is conditional upon (inter alia):(a) Admission occurring by 8.00 a.m. on 20 December 2017 or suchother date as the Company and Numis may agree, being not later than31 December 2017; (b) the Issue Agreement having becomeunconditional in all respects (save as to each subsequent Admissionunder the Placing Programme) and not having been terminated inaccordance with its terms before Admission; and (c) the Issue NetProceeds being equal to or exceeding US$196 million.

If any of these conditions are not met, the Issue will not proceed andShareholders who have applied for Ordinary Shares will have any sumspaid to the Company returned to them.

The Placing Programme

Following the Issue, the Company proposes to implement the PlacingProgramme. Each Subsequent Placing pursuant to the PlacingProgramme is conditional upon (inter alia): (a) Admission of theShares issued pursuant to each Subsequent Placing by 8.00 a.m. onsuch date as the Company and Numis may agree prior to the closing ofthat Subsequent Placing, not being later than the Final Date; (b) theIssue Agreement having become unconditional in respect of the relevantSubsequent Placing and not having been terminated in accordance withits terms before the relevant Admission; and (c) a valid supplementaryprospectus being published by the Company if required by theProspectus Rules.

If any of these conditions are not met in respect of any SubsequentPlacing under the Placing Programme, the relevant issue of Shares willnot proceed. There is no minimum size of the Placing Programme andSubsequent Placings under the Placing Programme will not beunderwritten.

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E.4 Material interests Not applicable. There are no interests that are material to the Issue andthe Placing Programme and no conflicting interests.

E.5 Name of person sellingsecurities / lock upagreements

Not applicable. No person is offering to sell the securities as part of theIssue.

E.6 Dilution Not applicable.

E.7 Expenses chargedto the investor

Other than in respect of the Issue Costs which the Company intends topay out of the proceeds of the Issue, there are no commissions, fees orexpenses to be charged to investors by the Company in connection withthe Issue. The Issue Costs will be capped at 2 per cent. of the GrossIssue Proceeds.

The costs and expenses of any Subsequent Placing will be limited to2 per cent. of the gross proceeds of such Subsequent Placing. All Sharesissued as Ordinary Shares pursuant to the Placing Programme will beissued at a premium to the latest published Net Asset Value per OrdinaryShare which is at least sufficient to cover the costs and expenses of therelevant Subsequent Placing. The costs and expenses of anySubsequent Placing of C Shares will be deducted from the grossproceeds of such Subsequent Placing and will be borne by thoseC Shareholders that subscribed under the relevant Subsequent Placing.

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RISK FACTORS

Investment in the Company carries a degree of risk including but not limited to the risks in relationto the Company, the Group, the Issue, the Placing Programme and the proposed investmentsreferred to below. The risks referred to below are the risks which are considered to be material butare not the only risks relating to the Company, the Group, the Issue, the Placing Programme and/or the proposed investments. There may be additional material risks that the Company and theDirectors do not currently consider to be material or of which the Company and the Directors arenot currently aware. Potential investors should review this Prospectus carefully and in its entiretyand consult with their professional advisers before acquiring any Shares. If any of the risks referredto in this Prospectus or any other risks were to occur, the financial position and prospects of theCompany could be materially adversely affected. If that were to happen, the trading price of theOrdinary Shares and/or C Shares (as the case may be) and/or Net Asset Value and/or the level ofdividends or distributions (if any) received from such Shares could decline significantly andinvestors could lose all or part of their investment.

Prospective investors should note that the risks relating to the Company, its industry, the Group,the Issue, the Placing Programme and the proposed investments summarised in the section of thisProspectus headed ‘‘Summary’’ are the risks that the Board believes to be the most essential to anassessment by a prospective investor of whether to consider an investment in the Issue and/orPlacing Programme. However, as the risks which the Company faces relate to events and dependon circumstances that may or may not occur in the future, prospective investors should considernot only the information on the key risks summarised in the section of this Prospectus headed‘‘Summary’’ but also, among other things, the risks and uncertainties described below.

An investment in the Company is suitable only for investors: who are capable of evaluating therisks and merits of such investment; who understand the potential risk of capital loss and that theremay be limited liquidity in the underlying investments of the Company; for whom an investment inthe Shares constitutes part of a diversified investment portfolio; who fully understand and arewilling to assume the risks involved in investing in the Company; and who have sufficient resourcesto bear any loss (which may be equal to the amount invested) which might result from suchinvestment. Typical investors in the Company are expected to be institutional and sophisticatedinvestors based in the UK and overseas, wealth managers regulated or authorised by the FCA,family offices and highly knowledgeable private individuals (including those that are professionallyadvised). Investors should consult their stockbroker, bank manager, solicitor, accountant or otherindependent financial adviser before making an investment in the Company.

(A) RISKS RELATING TO AN INVESTMENT IN THE COMPANY

No Operating History

As a newly incorporated Company, the Company has not commenced operations and has nooperating history. No historical financial statements or other meaningful operating or financial dataupon which prospective investors may base an evaluation of the likely performance of theCompany has been prepared. All investments in the Company are therefore subject to all the risksand uncertainties associated with a new business, including the risk that the Company will notachieve its investment objective.

No Guarantee of Returns

A prospective investor should be aware that the value of an investment in the Company is subjectto normal market fluctuations and other risks inherent in investing in securities. There is noguarantee that any appreciation in the value of the Company’s investments will occur and investorsmay not get back the full value of their investment. The value of the investments and the incomederived therefrom may fall as well as rise and investors may not recover the original amountinvested in the Company.

Any investment objective of the Company is a target only and should not be treated as anassurance or guarantee of performance. The success of the Company will depend (amongst otherthings) on the skill and expertise of the Management Team and the Advisers in identifying,selecting, developing and managing appropriate investments. There is no guarantee that suitableinvestments will be available or that any investment will be successful. Competition for investmentopportunities may result in increased purchase prices and/or reduced returns.

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Prospective investors should be aware that the periodic distributions which are expected to bemade to Shareholders will comprise amounts periodically received by the Company in repaymentof, or being distributions on, its Investment Capital in investments in the Investment Portfolio,including distributions of operating receipts of investment entities. Returns from underlyinginvestments may not be distributed regularly or may be distributed on a less frequent basis thanthat on which the Company intends to make distributions to Shareholders. Similarly, anydistributions may comprise third-party co-investment and management fee revenue and/or feesrelating to the Legacy Management Agreements. Whilst it is intended that such revenues willaccrue to the Company or Greensphere Advisors, such fees may be paid on a less frequent basisthan that on which the Company intends to make distributions to Shareholders. There cantherefore be no guarantee that the Company will be in a position to pay dividends in the mannerand timeframe described in this Prospectus.

The Company’s targeted returns for the Ordinary Shares are based on assumptions which theDirectors consider reasonable. However, there is no assurance that all or any assumptions will bejustified, and the Company’s returns may be correspondingly reduced. In particular, there is noassurance that the Company will achieve its distribution and/or IRR targets, which for theavoidance of doubt are targets only and not profit forecasts.

To the extent that there are impairments to the value of the Company’s investments that arerecognised in the Company’s income statement under IFRS, this may affect the profitability of theCompany (or lead to losses) and affect the ability of the Company to pay dividends.

In the event of a winding-up of the Company, Shareholders will rank behind any creditors of theCompany and, therefore, any positive return for Shareholders will depend on the Company’s assetsbeing sufficient to meet the prior entitlements of any creditors.

Liquidity

Although the Shares are to be listed on the premium segment of the Official List and admitted totrading on the main market of the London Stock Exchange and will be freely transferable, theability of Shareholders to sell their Shares in the market, and the price which they may receive, willdepend on market conditions. The Shares may trade at a discount to their respective Net AssetValues and it may be difficult for a Shareholder to dispose of all or part of his or her Shares atany particular time. Market liquidity in the shares of investment companies is frequently less thanthat of shares issued by larger companies traded on the London Stock Exchange. There can be noguarantee that attempts by the Company to mitigate such a discount will be successful or that theuse of discount control mechanisms (such as the share buyback and tender offer powers asdescribed in Part 4 of this Prospectus) will be possible or advisable. There is no guarantee that themarket price of the Ordinary Shares and/or C Shares will fully reflect their underlying Net AssetValue.

The Company has the ability, subject to certain Shareholder approvals, to make tender offers forOrdinary Shares and to make market purchases of Ordinary Shares from Shareholders. Any suchtender offers or market purchases will be made entirely at the discretion of the Directors. As such,Shareholders will not have any ability to require the Company to make any tender offers for, ormarket purchases of, all or any part of their Shares. Shareholders cannot therefore require theCompany to take particular action that might reduce the discount at which Shares are trading.

The London Stock Exchange has the right to suspend or limit trading in a company’s securities.Any suspension or limitation on trading in the Company’s Shares is likely to affect the ability ofShareholders to realise their investment.

Value of Shares

There is no guarantee that the market value of the Shares will reflect the underlying Net AssetValue of such Shares. The Shares may trade at a discount to the Net Asset Value per Share for avariety of reasons, including market or economic conditions or to the extent investors undervaluethe activities of the Advisers, in which event the Shareholders may not be able to realise theirinvestment in the Shares at the Net Asset Value per Share. While the Directors intend to pursue aproactive policy in seeking to mitigate any discount to Net Asset Value per Share, there can be noguarantee that this strategy will be successful in effecting a reduction in any discount.

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Dilution in Ownership and Voting Interest in the Company

C Shares

Under the Company’s Articles, the Directors may issue C Shares under the Placing Programme.C Shares are shares which convert into Ordinary Shares only when a specified proportion of thenet proceeds of issuing such C Shares have been invested in accordance with the Company’sInvestment Policy (prior to which the assets of the Company attributable to the C Shares aresegregated from the assets of the Company attributable to the Ordinary Shares). A C Share issueunder the Placing Programme would therefore permit the Board to raise further capital for theCompany whilst avoiding any immediate dilution of investment returns for existing Shareholderswhich may otherwise result.

If the Company does decide to issue C Shares, existing Shareholders will not have any pre-emption rights in relation to those C Shares. As such, if an existing Shareholder does notsubscribe successfully for such number of C Shares as is equal to his or her proportionateownership of existing Ordinary Shares, his or her proportionate ownership and voting interests inthe Company will be reduced and, when the C Shares issued eventually convert to OrdinaryShares, the percentage that his or her Ordinary Shares will represent of the total share capital ofthe Company will be reduced accordingly.

Placing Programme

Similarly, if the Company decides to issue further Ordinary Shares under the Placing Programme,existing Shareholders will not have any pre-emption rights in relation to those further OrdinaryShares. As such, if an existing Shareholder does not subscribe successfully for such number offurther Ordinary Shares under any future offer as is equal to his or her proportionate ownership ofexisting Ordinary Shares, his or her proportionate ownership and voting interests in the Companymay be reduced and the percentage that his or her Ordinary Shares will represent of the totalshare capital of the Company will be reduced accordingly.

LTIP

Individuals selected by the Remuneration Committee to participate in the Company’s LTIP will,provided that the requisite targets are reached (as outlined in Parts 4 and 8 of this Prospectus), beawarded the right to acquire Shares. While the number of newly issued Shares that may beawarded under the LTIP is restricted, the issue of any such Shares will reduce the proportionateownership and voting rights of existing Shareholders and the percentage that their Sharesrepresent of the total share capital of the Company will be reduced accordingly.

Future Issues

If the Company decides to issue further Shares in the future following completion of the PlacingProgramme (subject to obtaining the requisite Shareholder approvals), existing Shareholders maynot have any pre-emption rights in relation to those further Shares (for example whereShareholders vote to disapply pre-emption rights in respect of an issue). As such, if an existingShareholder does not subscribe successfully for such number of further Shares under any futureoffer as is equal to his or her proportionate ownership of existing Shares, his or her proportionateownership and voting interests in the Company may be reduced and the percentage that his or herShares will represent of the total share capital of the Company will be reduced accordingly.

Investors in Other Jurisdictions

Securities laws of certain jurisdictions may restrict the Company’s ability to allow participation byShareholders in the Issue and/or Subsequent Placings and/or any further issues of Sharesfollowing completion of the Placing Programme. The Issue and any Subsequent Placing will not beregistered under the US Securities Act. Securities laws of certain other jurisdictions may alsorestrict the Company’s ability to allow participation by Shareholders in such jurisdictions in theIssue, the Placing Programme or any future issue of shares carried out by the Company. Existingand prospective Shareholders who have a registered address in, or who are resident in or who arecitizens of, countries other than the United Kingdom should consult their professional advisers asto whether they require any governmental or other consents or need to observe any otherformalities to acquire Shares under the Issue or any Subsequent Placing under the PlacingProgramme.

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Co-investment and Management Fee Revenue

It is anticipated that investments in the Private Portfolio will sometimes be wholly-owned by theCompany and in other instances the Company’s capital may be invested alongside third-partycapital managed by the Management Team. While it is intended that all third-party origination andasset management fee income as well as a portion of any carried interest from such co-investments will accrue to the Company, there can be no guarantee that the Company will enterinto any such third-party relationships and therefore that such revenue streams will exist. As suchthere can be no guarantee of enhanced returns as a result of such fees.

Substantial Shareholders in the Company

From time to time, there may be Shareholders with substantial or controlling interests in theCompany. Such Shareholders’ interests may not be aligned to the interests of other Shareholdersand such Shareholders may seek to exert influence over the Company. In the event that suchShareholders are able to exert influence to the detriment of other Shareholders, this may have anadverse effect on Shareholder returns.

Currency Risk

If an investor’s currency of reference is not Dollars, currency fluctuations between the investor’scurrency of reference and the base currency of the Company may adversely affect the value of aninvestment in the Company.

A proportion of the Company’s investments may be denominated in currencies other than Dollars.The Company will maintain its accounts and intends to pay distributions in Dollars. Accordingly,fluctuations in exchange rates between Dollars and the relevant local currencies and the costs ofconversion and exchange control regulations will directly affect the value of the Company’sinvestments and the ultimate rate of return realised by investors. Whilst the Company and itsGroup entities may enter into hedging arrangements to mitigate this risk to some extent, there canbe no assurance that such arrangements will be entered into or that they will be sufficient to coversuch risk.

Hedging Risk

Should the Company or its underlying investment entities elect to enter into hedging or similararrangements to protect against inflation risk, currency risk and/or interest rate risk (and it will beunder no obligation to do so), the use of instruments to hedge such inflation, currency risk and/orinterest rate risk carries certain risks, including the risk that losses on a hedge position will reducethe Company’s earnings and funds available for distribution to investors and that such losses mayexceed the amount invested in such hedging instruments. There is no perfect hedge for anyinvestment, and a hedge may not perform its intended purpose of offsetting losses on aninvestment and, in certain circumstances, could increase such losses. The Company may also beexposed to the risk that the counterparties with which the Company and/or its investment entitiestrade may cease making markets and quoting prices in such instruments, which may render theCompany or relevant investment entity unable to enter into an offsetting transaction with respect toan open position.

Although the Company and its underlying investment entities will select the counterparties withwhich they enter into hedging arrangements with due skill and care, there will be residual risk thata counterparty may default on its obligations.

Valuations

All investments owned directly or indirectly by the Company will be valued in accordance with theCompany’s valuation methodology and the resulting valuations will be used, among other things,for determining the basis on which any Ordinary Shares are bought back by the Company andadditional capital raised.

Valuations of the assets of the Company as a whole may also reflect accruals for expected orcontingent liabilities, the amount or incidence of which is inevitably uncertain. It follows that someunfairness may arise between departing, continuing and new investors. A valuation is only anestimate of value and is not a precise measure of realisable value. Ultimate realisation of themarket value of an asset depends to a great extent on economic and other conditions beyond the

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control of the Company, and valuations do not necessarily represent the price at which aninvestment can be sold.

All valuations made by the Company or advised on by the Advisers are made, in part, on valuationinformation provided by third parties (including entities in which the Company may directly orindirectly invest). The Company and the Advisers may not be in a position to confirm thecompleteness, genuineness or accuracy of such information or data. In addition, such financialreports are typically provided on a periodic basis and generally are issued one to four months aftertheir respective valuation dates. Consequently, each periodic Net Asset Value contains informationthat may be out of date and that requires updating and completing. Shareholders should bear inmind that the actual Net Asset Values may be materially different from and may be lower thanthese periodic valuations and that the reported Net Asset Values of the Company are only requiredto be audited annually. They are not required to be represented by the Company to be the valuethat the Company’s investments would actually achieve on any sale.

Accounting

Accounting changes may have either a positive or adverse effect on the valuations of theCompany’s investments.

Distributions

The amount of distributions and future distribution growth will depend on the Company’s underlyingInvestment Portfolio and the expenses of the Company and the rest of the Group.

While a large proportion of the Net Issue Proceeds will initially be allocated to the Listed Portfolio,it is anticipated that in due course the Company’s assets will be primarily invested in the PrivatePortfolio. The timeframe and success of this transition may be affected by a variety of factors,including the prevailing market conditions; there can be no guarantee that suitable investmentopportunities will arise or be identified by the Management Team or that where such investmentopportunities do arise these will be executed. Where an investment opportunity does arise, theCompany may determine that the assets in the Listed Portfolio represent better relative value atthat moment in time and decide not to execute such Private Portfolio opportunity. This may affectthe Company’s anticipated returns and distributions to Shareholders and its ability to meet itsinvestment objective.

Any change or incorrect assumption in the tax treatment of dividends or interest or other receiptsreceived by the Company (including as a result of withholding taxes or exchange controls imposedby jurisdictions in which the Company invests) may reduce the level of distributions received byShareholders. In addition, any change in taxation or the accounting policies, practices or guidelinesrelevant to the Company, its investments and distributions to Shareholders may reduce or delaythe distributions received by investors. The Company’s ability to pay dividends will be subject tothe provisions of the Act.

Whilst mindful of the requirement to make distributions in order to maintain investment trust status,any dividends and other distributions paid by the Company will be made at the discretion of theBoard. The payment of any such dividends will generally depend on the Company’s ability togenerate realised profits, which, in turn, will depend on (among other things) the Company’s abilityto acquire investments which pay dividends or repay capital, its financial condition, its current andanticipated cash needs, its costs and the net proceeds on sale of its investments and legal andregulatory restrictions.

The payment of dividends by the Company is subject to the Company having sufficientdistributable reserves for such purposes. The availability of such reserves is, in part, subject tosteps which have yet to be taken for the court approval of a reduction of the Company’s sharepremium account. The Company has passed a resolution to cancel its share premium account asthat account will stand following completion of the Issue, and will apply to the High Court of Justicein England and Wales after Admission for an order confirming the reduction (see paragraph 4.3(d)of Part 8 of this Prospectus for further detail). The Company can provide no assurance that suchapplication will be successful.

Recourse to the Company’s Assets

The Company’s assets, including any investments made by the Company and any entities held bythe Company, are available to satisfy all liabilities and other obligations of the Company. If the

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Company becomes subject to a liability, parties seeking to have the liability satisfied may haverecourse to the Company’s assets generally and may not be limited to any particular asset, suchas the asset giving rise to the liability. To the extent that the Company chooses to use specialpurpose entities for individual transactions to reduce recourse risk (and it may, but will be under noobligation to do so), the bona fides of such entities may be subject to later challenge.

Non-involvement in Management and Operational Decisions

Investors will have no opportunity to control or participate in the day-to-day operations, includinginvestment and disposal decisions, of the Company.

Contagion Risk

The Company is authorised to issue more than one class of Shares, including Ordinary Sharesand C Shares. New Shares issued pursuant to the Placing Programme may be issued as OrdinaryShares and/or C Shares at the discretion of the Directors. As the Company is a single legal entity,Shareholders of Ordinary Shares or C Shares may be compelled to bear the liabilities incurred inrespect of other classes of Shares, which they do not themselves own, if there are insufficientassets held in respect of those other classes of Shares to satisfy those liabilities.

Risks Relating Specifically to the C Shares

Shares issued pursuant to the Placing Programme may be issued as Ordinary Shares and/orC Shares at the discretion of the Directors. One of the circumstances in which the Directors maydetermine to issue C Shares (which will constitute a separate class of Shares in the Company)under the Placing Programme is where the Company is raising capital that it does not expect to beable to fully deploy shortly after issue, in order to mitigate the risk of cash drag on the OrdinaryShareholders. In this scenario, pending conversion of such C Shares into Ordinary Shares andDeferred Shares, the holders of such C Shares will not be exposed to the same investmentportfolio as the holders of Ordinary Shares and the holders of Ordinary Shares will not be exposedto the same investment portfolio as the holders of C Shares, which will include the undeployedcash or near-cash. Once a certain proportion of the proceeds of the issue of such C Shares hasbeen invested, such C Shares will convert into Ordinary Shares and Deferred Shares (as describedmore fully in Part 6 of this Prospectus). In these circumstances, the length of time that it may taketo invest the proceeds of an issue of C Shares pursuant to a Subsequent Placing prior toconversion, and the fact that an element of the investment portfolio attributable to the C Shares willbe held in cash or near-cash pending conversion, may result in the Net Asset Value performanceof such C Shares diverging significantly from that of the Ordinary Shares between Admission andconversion of the relevant C Shares.

(B) RISKS RELATING TO THE COMPANY

Dependence on Key Personnel

The success of the Company will depend upon the expertise of the Directors, the InvestmentCommittee and the Management Team in formulating and implementing the Investment Policy ofthe Company, and of the Advisers in identifying, selecting, managing and developing appropriateinvestments. There is no certainty that key investment professionals currently working for theAdvisers will continue to work for the Advisers, that the Advisers will continue as the Advisersthroughout the life of the Company, or that the membership of the Board or the InvestmentCommittee will not change during the life of the Company. Key personnel could becomeunavailable due, for example, to death or incapacity, as well as due to resignation. There may beregulatory changes in the areas of tax and employment that affect pay and bonus structures andmay have an impact on the ability of the Advisers to recruit and retain staff or the Company toattract prospective Board members. In the event of any departure for any reason, it may take timeto transition to alternative personnel, which ultimately might not be successful. The impact of sucha departure on the ability of the Company to achieve its investment objective cannot bedetermined.

Key Person Continuation Vote

If at any time prior to the third anniversary of the date of Admission, Ms Seshamani ceases to beemployed by Greensphere Advisors (or any other member of the Group), the Company willpropose a continuation vote to Shareholders. If the Shareholders do not vote to continue the

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Company, the Directors will formulate proposals to be put to the Shareholders within six months ofsuch resolution not being passed for the reorganisation or reconstruction of the Company.

Acquisition of the Greensphere Capital Partners Business

Pursuant to the Greensphere Capital Partners SPA, Greensphere Capital Partners has agreed(conditional on Admission) to transfer its business as a going concern (other than certain deferredassets and liabilities) to Greensphere Advisors. While the business being transferred toGreensphere Advisors has been valued by BDO LLP, there can be no assurance that theCompany will extract equivalent value from the underlying assets during the life of the Company.

Conflicts of Interest

The Advisers, the Administrator, the Depositary, Numis, any of their directors, officers, employees,agents and connected persons and the Directors and any person or company with whom they areaffiliated or by whom they are employed may be involved in other financial, investment or otherprofessional activities which may cause potential conflicts of interest with members of the Groupand their investments. In particular, these parties may, without limitation: provide services similar tothose provided to the Group to other entities; buy, sell or deal with infrastructure assets on theirown account (including dealings with the Group); and/or take on engagements for profit to provideservices including but not limited to origination, development, financial advice, transactionexecution, asset and special purpose vehicle management with respect to infrastructure assets andentities including those that are or may be owned directly or indirectly by the Company. InterestedParties will not in any such circumstances be liable to account for any profit earned from any suchservices.

The Advisers and their directors, officers, employees and agents and the Directors will at all timeshave due regard to their duties owed to members of the Group and where a conflict arises theywill endeavour to ensure that it is resolved fairly.

Leverage

The Company has the ability to use Company-level leverage in the financing of its investments aswell as leverage at the asset level. The use of leverage may increase the exposure of investmentsto adverse economic factors such as rising interest rates, severe economic downturns ordeteriorations in the condition of an investment or its market.

Any facility agreement that the Company enters into is likely to contain certain covenants andrestrictions in favour of the lending bank(s). Depending on the securities package of the lendingbank(s), breach of these covenants might put the Company’s assets as a whole at risk. TheDirectors will continue to actively monitor and manage the Company’s financing requirements withthe intention that any such covenants are not breached.

Failure to Restructure

If the Company makes an investment with the intention of later restructuring, refinancing or sellinga portion of the capital structure thereof, there is a risk that the Company will be unable tocomplete successfully such a restructuring, refinancing or sale. This risk might arise for a numberof reasons including but not limited to macroeconomic, political, reputational or asset specificreasons leading to there being no (or only a reduced) rationale to complete a restructuring. Anysuch failure could lead to increased risk and cost to the Company having a material adverse effecton the Company’s financial position, results of operations, business prospects and returns forinvestors.

Cybercrime and Use of Technology

Cybercrime is the attempted or actual exploitation of vulnerabilities in internet and electronicsystems for financial gain. Cybercrime is a growing risk for the Company and its investments incommon with other businesses. Cybercrime could affect the Company’s operations in a number ofways, including the theft of intellectual property or competition sensitive or price sensitiveinformation, deliberate crashing or hacking of systems, fraudulent access to funds or counterpartydata and reputational damage. Losses arising from these events may have a material adverseeffect on the Company’s financial position, results of operations, business prospects and returns forinvestors.

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The use of information technology also involves risks of accidental loss of data, physical loss ofsystems and criminal activity. If the systems of the Company, any of its subsidiaries, or of theAdvisers were to fail, or be otherwise compromised, the Company may not be able to carry out itsbusiness in the ordinary manner and the interruption could cause the Company to suffer losses.

Employees

Greensphere Advisors, the Company’s wholly-owned subsidiary, will have its own employeesincluding the members of the Management Team from Admission. The Company may therefore beindirectly exposed to potential employer and/or pension liabilities under applicable legislation andregulations, which could have adverse consequences for Greensphere Advisors and the Company,and could consequently have a material adverse effect on the Company’s financial position, resultsof operations, business prospects and returns for investors.

Winding-up

Given the nature of the Company and its investments, the costs of winding up the Company willinclude (inter alia) costs in relation to the employees of Greensphere Advisors (as the wholly-owned subsidiary of the Company) and the costs of liquidating the Company’s assets. The extentof such costs may reduce amounts available for distribution to the Shareholders.

(C) MACROECONOMIC RISKS

Inflation

Inflation may be higher or lower than expected. Investment cashflows are partially correlated toinflation and, therefore, portfolio-wide increases/decreases in cashflows due to inflation at varianceto the Company’s inflation expectations would impact positively or negatively on Companycashflows.

More specifically, the revenues and expenditure of many infrastructure projects in general arefrequently partly or wholly index-linked. It is also the case that some regulatory supportmechanisms for infrastructure projects and concessions feature indexation.

From a financial modelling perspective, an assumption is usually made that inflation will exist at along-term rate (which may vary depending on country and prevailing inflation projections). Theeffect on revenue and price projections and more generally on investment returns if inflationovershoots or undershoots the original projections for this long-term rate is dependent on thenature of the underlying project earnings and any indexation provisions agreed with the relevantcounterparty on any project.

The consequences of higher or lower levels of inflation than those assumed by the Company willnot be uniform across the portfolio. The Company is also exposed to the risk of changes to themanner in which inflation is calculated by the relevant authorities.

The Company’s ability to meet targets may therefore be adversely or positively affected by inflationand/or deflation. An investment in the Company cannot be expected to provide protection from theeffects of inflation or deflation.

Foreign Exchange Movements

The Company may hold directly or indirectly some of its investments in entities in jurisdictions withcurrencies other than Dollars but reports its NAV, pays dividends and may borrow corporate leveldebt in Dollars. Changes in the rates of foreign currency exchange are outside the control of theCompany and may impact positively or negatively on Company cashflows and valuation.

If an investor’s currency of reference is not Dollars, currency fluctuations between the investor’scurrency of reference and the base currency of the Company may adversely affect the value of aninvestment in the Company. Fluctuations in exchange rates between Dollars and the relevant localcurrencies and the costs of conversion and exchange control regulations will directly affect thevalue of the Company’s investments and the ultimate rate of return realised by investors. Whilstthe Company may enter into hedging arrangements to mitigate this risk to some extent, there canbe no assurance that such arrangements will be entered into or that they will be sufficient to coversuch risk.

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Interest Rates

Changes in market rates of interest can affect the Company’s investments in a variety of differentways:

* Changes in the general level of interest rates can affect the spread between, amongst otherthings, the income on its assets and the expense of its interest-bearing liabilities, the value ofits interest-earning assets and its ability to realise gains from the sale of assets (should thisbe desirable).

* Changes in interest rates may also affect the valuation of the Company’s investments byimpacting the valuation discount rate. Interest rates are sensitive to many factors, includinggovernmental, monetary and tax policies, domestic and international economic and politicalconsiderations, fiscal deficits, trade surpluses or deficits, regulatory requirements and otherfactors beyond the control of the Company.

* The Company may finance its activities with either fixed and/or floating rate debt. Withrespect to any floating rate debt, the Company’s performance may be affected if it does notlimit the effects of changes in interest rates on its operations by employing an effectivehedging strategy, including engaging in interest rate swaps, caps, floors or other interest ratecontracts, or buying and selling interest rate futures or options on such futures. There can beno assurance that such arrangements will be entered into or that they will be sufficient tocover such risk. Such arrangements may even turn out to be to the Company’s detriment,depending upon the direction in which the rate changes.

Global Economic Conditions

The prevailing financial and economic climate impacts upon the infrastructure market and thereforethe Company’s activities. Capacity in debt markets can act as a constraint to deal flow in theprimary market. Should these circumstances exist in any market(s) in which the Company invests,deal flow for new operational projects for the Company might be restricted, which could hinder theexpansion of the Company’s portfolio.

Other companies, funds and investment businesses are participants in the sectors that fall withinthe Company’s Investment Policy and there may be further entrants in future. Competition forappropriate investment opportunities may increase, thus reducing the number of opportunitiesavailable to, and adversely affecting the terms upon which investments can be made by, theCompany, and thereby limiting the growth potential of the Company.

(D) RISKS RELATING TO THE COMPANY’S INVESTMENT STRATEGY: PRIVATE PORTFOLIOAND LISTED PORTFOLIO

Volume Variability

Investment by the Company in Sustainable Infrastructure will include investment in businesseswhich generate revenue from underlying assets in sustainable sectors; this may include assetssuch as wind farms, solar parks, biomass plants and wastewater treatment plants. These types ofbusinesses are subject to volume risk, for example the amount of energy generated by a windfarm (and the consequent revenues) will be dependent on the prevailing meteorological conditionsand the amount of energy generated by a biomass plant will depend on the volume and quality ofavailable biomass. As a result of the inherent variability in the volumes produced by such assets,there can be no guarantee of the accuracy of the projections used to predict the financialperformance of investments in such assets. There is a risk that volumes may fall below initialprojections and this may result in a reduction in expected revenues for these businesses.

Notwithstanding mitigating factors to volume risk, including contractual arrangements such as take-or-pay arrangements, the volumes for any relevant assets in the Investment Portfolio cannot becertain and may change in such a way in the future as to have a material adverse effect on theCompany’s financial position, results of operations, business prospects and returns to investors.

Operational Elements of Projects

The Company’s revenues are materially dependent upon the quality and performance of thematerial and equipment with which the assets in the Investment Portfolio are constructed andmaintained, the comprehensiveness of the operational and management contracts entered into inrespect of each project and/or concession within the Investment Portfolio, and the operationalperformance, efficiency and life-span of the equipment and components used in relation to the

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Sustainable Infrastructure assets. Problems in the foregoing areas (such as a defect or amechanical failure in the equipment or a component, or an accident, which causes a decline in theoperating performance of a component and the availability of any replacement for damaged ordefective equipment or components) may result in the generation of lower revenues, higheroperating costs and/or unexpected capital expenditure. They may also result in lower levels ofproject efficiency than anticipated, which could have a material adverse effect on the Company’sfinancial position, results of operations, business prospects and returns to investors.

In addition, there is a risk that third-party operators of the Sustainable Infrastructure assets may failto operate such assets within the design specifications or otherwise cause operator errors.

It is intended that the equipment and systems used by the assets in the Investment Portfolio willnot rely substantially on novel technology and that such equipment and systems will have asignificant track record of use in other projects. On acquisition, the relevant equipment will typicallyalso have demonstrated operational performance. Even so, components can fail and repair orreplacement costs, in addition to the costs of lost production of energy or processing capacity, canbe significant.

Furthermore, should equipment fail or not perform properly after the expiry of any warranty orperformance guarantee period and should insurance policies not cover any related losses orbusiness interruption (including but not limited to security risks, technology failure, manufacturerdefects, electricity grid forced outages, constraints or disconnection, force majeure or acts of God)the Company may directly or indirectly bear the cost of repair or replacement of that equipment.Increased costs relating to repair or replacement, together with other losses set out above, couldhave a material adverse effect on the Company’s financial position, results of operations, businessprospects and returns to investors. In addition, the timing of any payments under warranties,performance guarantees and/or insurance may result in delays in cashflow.

Liquidity of Investments

Investments made by the Company in the Private Portfolio may comprise unquoted interests ininvestments which are not publicly traded or freely marketable and a sale may require the consentor cooperation of other interested parties. Such investments may therefore be difficult to value andrealise. Such realisations may involve significant time and cost and/or result in realisations at levelsbelow the value of such investments estimated by the Company.

Delays in Deployment of Net Proceeds

If the net proceeds received by the Company pursuant to the Issue and/or Placing Programme arenot deployed in the Listed Portfolio within the periods anticipated by the Directors, this may affectopportunities to increase the Company’s Net Asset Value and the Company’s ability to meet itsdistribution targets.

Furthermore, the Company’s returns are reliant on the general volume invested in, andperformance of, the Private Portfolio. There can be no guarantee that the Company will deploy itscapital in the manner anticipated. Any delays in the speed of capital deployment may have anadverse impact on the Company’s financial position, results of operations, business prospects andreturns to investors.

Exposure to Power Prices

The Company may make investments in projects and concessions with revenue exposure to powerprices. The market price of electricity is volatile and is affected by a variety of factors, includingmarket demand for electricity, the generation mix of power plants, government support for variousforms of power generation, as well as fluctuations in the market prices of commodities and foreignexchange. Whilst some of the investments in the Investment Portfolio may benefit from fixed pricearrangements for a period of time, others may have revenue which is in part based on prevailingpower prices.

Many factors could lead to changes in market demand for electricity, including changes inconsumer demand patterns. Increased usage of smart grids, a rise in demand for electric vehiclecharging capacity and residential participation in renewable energy generation could all impactdemand levels and patterns for electricity. There can be no guarantee that the Company’sinvestments will be positively impacted by such changing dynamics.

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The supply of electricity also impacts the wholesale electricity price. Supply of electricity can beaffected by new entrants to the power market, new interconnectors, the generation mix of powerplants, government policy (including but not limited to support for various generation and storagetechnologies), as well as the market price for fuel commodities. The emergence of technologiessuch as blockchain and energy storage techniques may impact the supply dynamics of electricityand may have a negative impact on the power prices that the Company is exposed to. Newmarket entrants (including power plants not currently being operated) may increase the supply ofelectricity into the wholesale market, which may lower the wholesale market price for electricity.

Lifecycle Costs

During the life of an investment, components of the underlying assets may need to be replaced orundergo a major refurbishment. The timing and costs of such replacements or refurbishments istypically forecast based upon manufacturers’ data and warranties and specialist advisers may beretained from time to time to assist in such forecasting of lifecycle timings and costs and in thetechnical analysis of the build quality and asset life for all components of the assets in theInvestment Portfolio. However, shorter than anticipated asset lifespans or cost inflation higher thanforecast may result in lifecycle costs being higher than anticipated or arising earlier than expected.Conversely, longer lifespans and lower than forecast cost inflation may result in lifecycle costsbeing less than anticipated. Any increased cost implication not otherwise passed down tosubcontractors will generally be borne by the affected investment and could have a materialadverse effect on the Company’s financial position, results of operations, business prospects andreturns to investors.

It is expected that the lifecycle costs of renewable projects will continue to follow a downwardtrajectory, which makes investment in such assets and projects attractive for the Company.However, there can be no guarantee that lifecycle costs will continue to fall and/or reach a levelthat is economically beneficial for the Company’s investments. In addition, inadequate provision forlifecycle cost expenditure in respect of an asset may adversely affect the value of such asset.

Insurance

Investments may include assets that require or customarily benefit from insurance for, amongstother things, buildings, other capital assets, contents and third-party risks (for example arising fromdamage to property).

Certain risks may be (or become) uninsurable in the insurance market or subject to an excess orexclusions of general events (for example the effect of war) and it is not possible to guarantee thatinsurance policies will cover all possible losses. In such cases, the risks of such events will rest(indirectly) with the Shareholders.

If insurance premium levels increase, the Company may not be able to maintain insurancecoverage or may only be able to do so at a significantly higher cost.

In all these instances, the net asset value of the investment could be adversely affected, whichcould in turn have a material adverse effect on the Company’s financial position, results ofoperations, business prospects and returns to investors.

Exceeded Liability Limits

Where investment entities have entered into or are subject to contracts, the contractors’ liabilities tothose investment entities for the risks they have assumed will typically be subject to financial capsand it is possible that these caps may be exceeded in certain circumstances. Any loss or expensein excess of such a cap would be borne by the investment entity unless covered by insurance. Incertain circumstances, the shareholders in the relevant investment entity may decide to contributeadditional equity to fund such loss and expense. In either case this could reduce the investmentreturns generated by the investment and have a material adverse effect on the Company’sfinancial position, results of operations, business prospects and returns to investors.

Construction Defects

Projects typically subcontract design and construction activities in respect of underlying assets. Thecontractors responsible for the construction of an asset will normally retain liability in respect ofdesign and construction defects in the asset for a period of time (which varies between assets andbetween countries) following the construction of the asset, subject to liability caps. In addition to

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this financial liability, the contractor will often have a shorter term obligation to return to site inorder to carry out any remedial works for a pre-agreed period. There is a risk that such liabilitiescannot be adequately enforced and there will not normally be recourse to any third party for anydefects which arise after the expiry of these limitation periods. If liability for the defect cannot beenforced against the contractor or a third party, the investment will bear the costs arising from thedefect, including third party claims and repair costs, which are likely to reduce the Company’sreturns from such investment and ultimately could have a material adverse effect on theCompany’s financial position, results of operations, business prospects and returns to investors.

Environmental Liabilities

To the extent there are environmental liabilities arising in future in relation to any sites owned orused in relation to a project or concession, including, but not limited to, clean-up and remediationliabilities, such project or concession may, subject to its contractual arrangements and the relevantlaws, be required to contribute financially towards any such liabilities, and the level of suchcontribution may not be restricted by the value of the sites or by the value of the Company’s totalinvestment in the relevant project or concession. This may have a material adverse effect on theCompany’s financial position, results of operations, business prospects and returns for investors.

The Company cannot guarantee that its Sustainable Infrastructure assets will not be considered asource of nuisance, pollution or other environmental harm, or that claims will not be made against,or affecting, the Company in connection with its Sustainable Infrastructure assets and their effectson the natural environment or humans. Claims for nuisance can arise due to changes in the localpopulation, operational changes, or the increased impact of new assets constructed subsequentlyin the vicinity, and irrespective of compliance with limits contained in planning consents or otherrelevant permits. This could also lead to increased cost from legal action, compliance with newoperational conditions and/or abatement of the processing or generation activities for an affectedplant. Such increased cost could have a material adverse effect on the Company’s financialposition, results of operations, business prospects and returns to investors.

Energy Efficiency and other Environmental Schemes

A number of countries have introduced environment and climate related schemes, including thoserelating to reduction of carbon emissions and energy efficiency. New rules may also be introducedfrom time to time. While there are a number of global initiatives ongoing, individual countries inwhich the Company invests could also impose their own rules.

A project or concession may be affected by and/or be required to comply with these schemes, forinstance if it is responsible for energy supply in relation to the facilities it provides or if it isaggregated with other holding companies under applicable rules. Compliance will entail additionaladministration costs and may result in increased costs, for instance through the purchase ofallowances, upgrading of capital assets or other required activities that have not been budgeted for.Such additional costs may have a material adverse effect on the Company’s financial position,results of operations, business prospects and returns for investors.

Ineffectiveness of Non-recourse Structures

Investments may at times not be held directly by the Company but through other entities and thestructure of companies and partnerships below these. In most cases, the Company expects thatinvestments will be held in structures that are designed to prevent any failure in one investmentcreating liabilities that could be enforced against other investment owning entities. It is possible thatin some circumstances such arrangements may be judged impractical or that there may bebenefits to the Company and/or the Group in grouping investments together – where this happensthis may expose a whole group of assets to risks arising in respect of only one or certain of suchassets. Moreover, there may be cases where, through regulation or other legislative arrangement,ring fencing individual investments into separate entities is not effective and the legislativeconsequence is to make other investments (or the Company) liable for the acts, omissions orliabilities of a particular investment.

Termination of Contracts

It is likely that generally all contracts affecting the Company and the underlying projects andconcessions will have the option to be terminated early in certain circumstances including, but notlimited to, breach of contract. While the terms of each contract will determine the outcome of

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termination in each case, it should be appreciated that where a contract is terminated this mayhave a material adverse effect on the Company’s financial position, results of operations, businessprospects and returns for investors.

In cases where the terms of an underlying contract with a counterparty are breached due to defaultof the investment entity or force majeure then that contract can usually be terminated withoutcompensation. Failure to receive the amount of revenue projected on termination of a contract willhave a consequential impact on the Company’s cashflow and value.

In cases where compensation is payable, such compensation may only cover the senior debt inthe relevant project or concession and may not include amounts to repay Investment Capital, ormay only cover the nominal value of Investment Capital in such project or concession. Anycompensation payable is typically paid subject to a ‘‘waterfall’’ whereby equity capital is repaid last.For these purposes, senior debt may be taken to include the costs (or gains) arising from breakingany interest rate hedging arrangements. Typically, senior lenders will have security over anycompensation proceeds.

Compliance with Licence Conditions

In respect of Regulated Assets, the relevant investment is obliged to comply with the conditions ofa licence granted by its regulator. There is a risk that such investment may fail to comply with theconditions of its licence and in some instances this could be revoked. This could have a materialadverse effect on the investment and thereby the Company’s financial position, results ofoperations, business prospects and returns for investors. It may also affect the reputation of theCompany.

Physical Asset Risk

The Company indirectly invests in physical assets used by or benefitting the public and thus isexposed to possible risks, both reputational and legal, in the event of damage or destruction tosuch assets and their users including loss of life, personal injury and property damage. These risksmay occur as a result of climate stress-related events. While the types of asset the Companyintends to invest in should benefit from insurance policies these may not be effective in all cases.

Asset Availability

The entitlement to receive income from the activities relating to a particular project or concessionmay be dependent on the underlying physical assets remaining available for use and continuing tomeet certain performance standards. Failure to achieve such standards or maintain assetsavailable for use disentitle (wholly or partially) the relevant investment to receipt of the income thatit has projected to receive and thus have a material adverse effect on the Company’s financialposition, results of operations, business prospects and returns for investors.

Counterparty Risk

The performance of the Company’s investments, particularly in the Private Portfolio, will bedependent on the complex set of contractual arrangements specific to each investment continuingto operate as intended. The Company is exposed to the risk that such contracts do not operate asintended, are incomplete, contain unanticipated liabilities, are subject to interpretation contrary tothe Company’s expectation or otherwise fail to provide the protection or recourse anticipated by theCompany.

In particular, investments may be dependent on the performance of a series of counterparties tocontracts including construction contractors, facilities management and maintenance contractors,asset and investment managers (including Greensphere Capital Partners and GreensphereAdvisors (as applicable)), banks and lending institutions, regulatory bodies and others. Failure byone or more of these counterparties to perform their obligations fully or as anticipated couldadversely affect the performance of affected investments or expose the investment entity toincreased costs.

Counterparties within the industries in which the Company operates are limited and the Companymay not be able to engage suitable replacements or suitably diversify those counterparties itengages. There is no assurance that replacement or renewal contracts, where these can beobtained, can be negotiated on similar terms, and less favourable terms could result in increasedoperation and maintenance costs (either directly or through lower levels of, or no, contractual

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compensation for poor availability) or more risk for the project or concession. In addition, thereplacement contractors may levy a surcharge to assume the contract or charge more to providethe services and there will also be costs associated with the re-tender process. Despite suretiessuch as parent company guarantees and third-party bonds, these may not be recoverable from thedefaulting contractor. In the event that such costs substantially increase over and above thosecurrently assumed it could have a material adverse effect on the Company’s financial position,results of operations, business prospects and returns to investors.

Specific counterparty risks include:

* Where borrowings exist in respect of the Company’s investments, interest rates may be fixedthrough the use of interest rate swaps. The Company is therefore exposed if thecounterparties of these swaps were to default or the swaps otherwise become ineffective.

* A single contractor may be responsible for providing services in relation to various projectsand concessions in which the Company invests. In these instances, the default or insolvencyof such single contractor alone could adversely affect a number of the Company’sinvestments and thereby have a greater effect on returns to Shareholders. Although theCompany will aim to avoid excessive reliance on any single contractor, and will have regardto this concern when making investments, the risk described above could be increased asmore investments are acquired.

* If, in the case of fuel or feedstock contracts, the counterparty fails to perform the servicesagreed or commits a material breach of the contract, this may result in the underlyinginfrastructure asset failing to perform adequately. If the relevant contractor or its guarantors (ifany) or insurers fail to meet their obligations in respect of the liabilities that have been passedon to them then, to the extent the liability cannot be set off against the fees payable to thecounterparty, the investment will not be compensated for any revenue loss and/or claimsmade against it which it suffers as a result of the subcontractor’s service failure. Ultimatelysuch service failure could lead to termination of a project or concession contract. There mayalso be a loss of revenue during the time taken to find a replacement contractor, or thereplacement contractor may levy a surcharge on top of costs associated with the tenderprocess.

Changes to Contractual Arrangements

All contracts are liable to change and the possibility of renegotiation. Additionally, contractsbetween investment entities and counterparties may in certain circumstances include provisionsallowing the counterparties to require changes to the underlying project facilities and/or to the termsof project contracts. It is possible that changes required by a counterparty may have a negativeeffect on the Company if the actual economic position of the investment entity at the time of thechange is better than it was projected to be at the time the contract was originally entered into.

Client or Payer Default

Investments may be dependent on continued performance by a variety of counterparties includingbut not limited to central government departments, local and state governments, statutorycorporations and regulatory bodies as well as a variety of private sector counterparties. Althoughthe creditworthiness and authority of each such body to enter into project and concession contractswill be considered, the possibility of a default or change in regulatory approach remains. In thesame way that it is not certain that central government will in all cases assume liability for theobligations of local and state governments, statutory corporations and regulatory bodies in theabsence of a specific guarantee, or that central governments will themselves not default on theirobligations, it cannot be certain that parent companies will assume the liabilities of theirsubsidiaries or themselves not default on their obligations. In case of a default, the relevant projector concession’s revenues may be less than projected and may as a consequence have a materialadverse effect on the Company’s financial position, results of operations, business prospects andreturns for investors.

Construction and Development Risk

The Company may acquire investments or interests in assets and projects which are underconstruction or in development.

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Assets and projects that are being developed face the risk of failure to receive the necessaryapprovals required for the development, delays in the assumed project timelines and increases inthe assumed project costs. These can come from changes in law or other regulatory requirementsincluding delays or changes to required approvals, registrations, taxes and planning consents.

Assets in construction face the risk that they may not be completed as expected or required and/ormay cost more than expected or be delivered later than expected. Where delay is caused which isattributable to the construction contractor, as described above under ‘‘Counterparty Risk’’, thecontractual arrangements made in respect of a particular asset or project to protect against suchrisks may not be as effective as intended and/or contractual liabilities in respect of the asset orproject may result in unexpected costs or a reduction in expected revenues. Projects are alsosometimes required to carry out variations which involve construction works. Such variations mayaffect anticipated returns.

Any adverse effect on the anticipated returns of the projects and concessions as a result ofdevelopment or construction risks could have a material adverse effect on the Company’s financialposition, results of operations, business prospects and returns to investors.

Industrial Relations Risk

Industrial action may result in unexpected costs or a reduction in expected revenues affecting theCompany’s financial position, results of operations, business prospects and returns for investors.

Demand Risk

Some of the projects and concessions may be impacted in whole or in part by revenues receivablefrom users being less than expected and thus are exposed to levels of demand risk. There is arisk with such investments that demand and revenues fall below initial projections and this may inturn have a material adverse effect on the Company’s financial position, results of operations,business prospects and returns for investors.

Other projects and concessions (including those relating to underlying ‘‘availability-based’’ projectswhere the bulk of payments are based on making the facilities available for use and do not dependsubstantially on the demand for or use of the project) may depend to a lesser degree on additionalrevenue from ancillary activities. The amount of additional revenue received from any suchactivities may be variable and less than projected.

Supply Risk

Where a project or concession relies on the supply of a commodity (for example, waste or biomassfeedstock), such commodity may not be available on economically advantageous terms, or of thequality required to achieve the targeted outputs, or indeed may not be available at all. These riskswould have a material adverse effect on the Company’s financial position, results of operations,business prospects and returns for investors.

Force Majeure, Terrorism and Other Adverse Actions

With respect to investments generally, if a force majeure event continues or is likely to continue toaffect the performance of an asset or project for an extended period of time (for example sixmonths or longer) it is likely that the rights and interests of the Company in the relevant investmentcan be terminated. In such circumstances, compensation (if any) would be unlikely to cover theamounts paid for the acquisition of the Investment Capital by the Company.

Natural disasters, severe weather, accidents or other events outside the Company’s control coulddamage or reduce the efficiency of the assets within the Investment Portfolio. Earthquakes,lightning strikes, tornadoes, extreme winds, severe storms, floods, wildfires and other unfavourableweather conditions or natural disasters may damage, or require the shutdown of, operationalinfrastructure assets or related components or facilities. Events such as a terrorist attack, war, civilwar, riot or armed conflict, radioactive, chemical or biological contamination and pressure wavesmay have a variety of adverse consequences for the Company, including damage or destruction ofproperty owned or used in relation to projects and concessions, inability to use one or more suchproperties for their intended uses for an extended period, and injury or loss of life and litigationrelated thereto. Such risks may not be insurable or may be insurable only at rates that theCompany deems uneconomic (on which see ‘‘Insurance’’ above). More widely, terror attacks andongoing military and related action in various parts of the world could have significant adverse

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effects on the world economy, securities, bond and infrastructure markets and the availability andcost of maintaining insurance.

If any of the foregoing circumstances were to occur, these could have a material adverse effect onthe Company’s financial position, results of operations, business prospects and returns forinvestors.

Health and Safety

The physical location, construction, maintenance and operation of Sustainable Infrastructure assetspose health and safety risks to those involved. Asset and project construction and maintenancemay result in bodily injury or industrial accidents, particularly if an individual were to fall or beelectrocuted. If an accident were to occur in relation to one or more of the Company’s underlyingassets, the Company could be liable for damages or compensation to the extent such loss is notcovered under existing insurance policies. Liability for health and safety could have a materialadverse effect on the Company’s financial position, results of operations, business prospects andreturns to investors. It may also affect the reputation of the Company.

Untested Nature of Long-term Operational Environment

Given the long-term nature of Sustainable Infrastructure assets, in many cases there may belimited experience of long-term operational problems, changes to government policies or othersignificant changes that may arise in the future and which could result in unforeseen costs orliabilities resulting in underperformance or losses for the Company. This is an area of ongoinguncertainty affecting investments in this sector.

Corrupt Gifts and Fraud

If an investment entity or a shareholder or contractor (or one of their employees) were to commitbribery as contemplated by the UK Bribery Act 2010, such investment entity could be subject to apotentially unlimited fine. This could have an adverse effect on the anticipated returns of therelevant investment and thus on the Company’s financial position, results of operations, businessprospects and returns to investors. It may also affect the reputation of the Company.

Similarly, if the Company or any of its underlying entities or assets were to become the victim offraud, for example on the part of a counterparty, contractor or service provider, this may result inlosses which cannot be recovered which in turn could have an adverse effect on the Company’sfinancial position, reputation, results of operations, business prospects and returns to investors.

Market Value of Investments

Returns from the Company’s investments will be affected by the price at which they are acquired.The value of these investments will be (amongst other risk factors) a function of the discountedvalue of their projected future cashflows, and as such will vary with (inter alia) movements ininterest rates, government bond rates in the countries where the investments are based, and thecompetition for such assets. In addition, while Ecofin or the Management Team will undertake areview or due diligence exercise in connection with the purchase of investments, this may notreveal all relevant facts. There can be no certainty that the future cashflows projected to bereceived at any time will actually be received either at all or in the amounts or on the datesprojected. Variances are certain to happen from time to time and any variances to theseprojections will affect the value of the Company’s investments and the income (if any) generatedfrom them.

In the case of the Private Portfolio, where the Company publishes its Net Asset Value such valuewill be the Company’s estimation of the Company’s Net Asset Value from time to time based on itscurrent projections for future cashflow discounted to a present value using such discount factors asmay seem appropriate to the Company from time to time. The discount factors used arethemselves certain to change from time to time, being influenced by (for instance) interest ratesand the perception of risk in the assets being valued. Investors should note that any Net AssetValue published in respect of the Private Portfolio may not have been independently appraised andshould not be assumed to represent the value at which the Company’s Private Portfolio could besold in the market at any time or that the assets of the Company within such portfolio are saleablereadily or otherwise.

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Risk of Limited Diversification

Following Admission, a large proportion of the Net Issue Proceeds will be allocated to the ListedPortfolio and this is expected to remain the case until such time as investment opportunities in theprivate infrastructure pipeline are executed. Although it is anticipated that the Private Portfolio willgrow over time, where it comprises only one or a few assets, this part of the Investment Portfoliowill bear the risk of limited diversification.

Decommissioning and Restoration Obligations

In respect of some Sustainable Infrastructure assets, the relevant investment is obliged to complywith decommissioning and restoration obligations at the expiry of the life of the assets. It iscustomary (and, for some concession-based projects, obligatory) for funds to be put aside in orderto cover the costs of any decommissioning or restoration obligations. The Company may incurdecommissioning costs at the end of the life of a project, the quantum of which is uncertain andwhich may be more or less than the aggregate of such funds and any scrap value or re-poweringbenefits. To the extent that the Company incurs decommissioning costs which exceed theaggregate of such funds and any scrap value or re-powering benefits, this could have a materialadverse effect on the Company’s financial position, results of operations, business prospects andreturns to investors.

Investments in Subordinated and Securitised Debt

The Company may have various interests in subordinated debt and securitised debt. TheCompany’s interests in securitised debt would likely rank behind other securitised debt interestswith relatively greater seniority within the applicable securitisation structure.

If the Company’s subordinated and securitised debt interests ranked behind the interests of seniorand higher ranking debt, in the event of any default in payment in respect of the more senior debt,the Company’s ability to (amongst other things) make a return of such investments will beprejudiced by the terms of the priority arrangements applicable between it (or the relevant Groupentity) and the more senior creditors (and thus returns may be affected) and the Company’sInvestment Capital would thereby be at risk.

Investments in Senior Debt

The Company may make investments that include senior debt interests and/or interests similar tosenior debt. Although senior debt usually ranks ahead of subordinated debt and equity capital, therisk of default of payment remains and the related security may not be sufficient to meet anyshortfall. In addition, where the Company (or other Group entity as the case may be) also holdssubordinated debt (or equity) in the same investment, these interests will continue to be subject tothe same risks described above under ‘‘Investments in Subordinated and Securitised Debt’’.

Equitable Subordination

In addition to the contractual arrangements described above under ‘‘Investments in Subordinatedand Securitised Debt’’, certain jurisdictions in which the Company may make investments mayapply equitable principles when determining creditor priority within the applicable capital structure.As such, there is a risk that in such jurisdictions, the Company’s interests may rank behind thoseof other creditors, notwithstanding contractual arrangements to the contrary.

Residual Value

In some cases, entities in which the Company may invest own assets that are expected to have adegree of residual value to the Company once primary revenue generating contracts have expiredor have been terminated. The Company makes assumptions as to the likely residual valueobtainable at this time but these assumptions, as well as any related valuations, may be incorrector change from time to time and the eventual residual value obtainable is likely to depend on awide range of factors including (without limitation) market prices, government policy, and thecontinued need and demand for use of the asset. In respect of such assets there is a risk that theassumptions underpinning the residual value projections may be incorrect and that the actualresidual value obtainable by the Company is lower than that anticipated. This may adversely affectthe Company’s financial position, results of operations, business prospects and returns forinvestors.

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Lack of Residual Value, Wasting Assets and Further Acquisitions

The Company may make investments in projects that have time-limited concession-based contractsor licences that will have few or no assets with any residual value to the Company after theconcessions expire. Over time, unless the Company raises additional capital and acquires sufficientnew investments in projects with new concessions expiring at later dates, the value of theCompany’s investment relating to investments in time-limited concession-based contracts orlicences is expected to amortise to nil. This would result in the Company’s NAV beingprogressively reduced over time.

While the Company intends to acquire investments throughout the life of the Company, there is noguarantee that any such later acquisitions will occur. As well as the effect on the Company’s NAVdescribed above, if the Company has fewer investments with value as concessions expire, therewill be fewer opportunities to enhance income and capital growth through ongoing management. Inaddition, other risks may become more acute as the Company’s Investment Portfolio is smaller andtherefore less diversified.

Project Employees

It is possible for an investment entity to have its own employees. If an investment were to have itsown employees it may be exposed to potential employer/pension liabilities under applicablelegislation and regulations, which could have adverse consequences for the investment, and couldconsequently have a material adverse effect on the Company’s financial position, results ofoperations, business prospects and returns to investors.

Benchmarking/Market Testing

Project and concession contracts for some infrastructure projects may contain benchmarking and/ormarket-testing regimes in respect of the cost of providing certain services, which operateperiodically, typically every five years. These mechanisms may potentially alter the costs associatedwith the project or concession in respect of providing certain services. These mechanisms mayexpose the project or concession to losses arising from changes in some of its costs relative to itsrevenues, which may reduce the returns generated and have a material adverse effect on theCompany’s financial position, results of operations, business prospects and returns for investors.

Financial Forecasts

The Company’s projections depend on the use of financial models to calculate future projectedinvestment returns for the Company. These are in turn dependent on the outputs from otherfinancial model forecasts at the underlying investment entity level. There may be errors in any ofthese financial models including calculation errors, incorrect assumptions, programming, logic orformulaic errors and output errors. Once corrected such errors may lead to a revision in theCompany’s projections for its cashflows and thus impact on its valuation. The returns generated byany project or concession may be less than expected or even nil which in turn may adverselyaffect the Company’s financial position, results of operations, business prospects and returns forinvestors.

Control

It is likely that the Company will, whether directly or indirectly, hold minority interests in some of itsinvestments. The contractual documentation may include concession, finance and shareholderagreements and may contain certain minority restrictions that may impact on the ability of theCompany to have control over the underlying investments and/or expose the Company to the riskthat other investors may individually or collectively act in a way that is contrary to the Company’sinterests. This may reduce the investment returns generated by the project or concession and havea material adverse effect on the Company’s financial position, results of operations, businessprospects and returns for investors.

Covenants for Senior Debt

Investments are expected to at times be financed by secured loans made by third party lenders. Inaddition, the Company may be part financed by third-party lending. Failure to pay interest andprincipal on borrowed money when due or other breach of the terms of lending agreements by theCompany, a holding or other underlying entity may have a material adverse effect on theCompany’s financial position, results of operations, business prospects and returns for investors.

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Covenants provided by an investment entity in connection with its senior debt are likely to beextensive and detailed. If certain covenants are breached, payments on Investment Capital areliable to be suspended. Additionally, if an event of default occurs the senior lenders may becomeentitled to ‘‘step in’’ and take responsibility for, or appoint a third party to take responsibility for, therights and obligations of the investment entity under the project contract or its operations (asapplicable), although the senior lenders will generally have no recourse against the Company insuch circumstances (other than in respect of committed but unsubscribed risk capital). In addition,in such circumstances the senior lenders will typically be entitled to enforce their security overInvestment Capital in the project or concession or over its assets and to sell the project orconcession or its underlying assets to a third party. The consideration for any such sale is unlikelyto result in any payment in respect of the Company’s investment in the project or concession.

This risk factor applies to each investment with third party debt that is not provided by theCompany or another Group entity, whether the Company has a controlling interest in suchinvestment or not, and could result in the value of Investment Capital being reduced or even nil orreturns from investments being reduced. A breach of covenant or default by the Company inperforming its obligations under any loan agreement made at the Company level with any personcould expose all of the Company’s assets to risk.

Purchase Agreements for the Private Portfolio

Transactions for the Private Portfolio will in most cases be subject to the signing of a sale andpurchase agreement and the carrying out, by the Company and its Advisers, of a suitablecommercial, financial, technical and legal due diligence exercise and the satisfaction of certainother conditions (including raising sufficient proceeds from bank finance and/or further fundraisingsand certain third-party approvals).

Any sale and purchase agreement entered into by the Company or other Group entity for theacquisition of investments may include warranties provided for the benefit of the Company orGroup entity (as applicable) by the seller(s) of such investments. Such warranties are likely to belimited in extent and subject to disclosure, time limitations, materiality thresholds and a liability cap,and so to the extent that any loss suffered arises outside the warranties or such limitations orexceeds such cap it is likely to be borne ultimately by the Company. Even if the Company orrelevant Group entity does have a right of action in respect of a breach of warranty, there is noguarantee that the outcome of any claim will be successful, or that it will be able to recoveranything from the seller(s) in question, and this could result in a capital loss to the Company whichcould have a material adverse effect on the Company’s financial position, results of operations,business prospects and returns to investors.

Although the seller(s) of any investments will be contractually obliged to complete the transfer oftheir interests in the investments under the relevant sale and purchase agreement, as with anycontractual arrangement there is a risk that they default on their contractual obligations to completethe acquisition in accordance with the sale and purchase agreement. If such default occurs, theCompany or relevant Group entity may have to instigate legal proceedings against the seller(s) toenforce its rights under the sale and purchase agreement or to seek damages, which could haveadverse consequences for the Company. There is no guarantee that the outcome of any claimwould be successful, or that the Company or relevant Group entity would be able to recoveranything from the seller(s).

In addition, the value of an investment may reduce before completion in a way which does notgive rise to a price adjustment under the relevant sale and purchase agreement.

Concession Bid Risk

The Company may, on occasion, be required to bid for an investment in a particular concession.The preparation and submission of a bid will entail associated costs. While there is no guaranteethat any such bid will be successful, the related costs will in any event be borne by the Companyand, particularly if significant, may have a material adverse effect on the Company’s financialposition, results of operations, business prospects and returns for investors.

Guaranteed Access to the Grid

A generator has to be connected to the transmission or distribution network (the ‘‘grid’’) in order toexport electricity. Typically the particular grid operator is obliged to issue a connection offer to agenerator upon its request, provided that there is sufficient capacity on the grid. However, if such

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form of system is revoked or access cannot otherwise be guaranteed, this could have a materialadverse effect on the investment opportunities of the Company.

Increased difficulties in, or obstacles to, connecting to the grid will have a material adverse effecton the investment opportunities of the Company in the affected country and could potentiallydiminish returns to investors.

Grid Congestion

As the focus on renewable energy policy has increased in certain jurisdictions, there has been anotable increase in renewable energy projects, inevitably leading to higher demand for gridcapacity. This has led to concerns of ‘‘grid congestion’’ where offers of capacity carry significantcost and delay associated with major grid reinforcement. A lack of access to the grid or increasedconnection charges as a result of a higher demand for access in a particular country or region inwhich the Company has investments could have a material adverse effect on the Company’sfinancial position, results of operations, business prospects and returns to investors.

Ability to Finance Private Portfolio Investments

To the extent that it does not have cash reserves readily available pending investment, theCompany will need to finance investments either by borrowing, or issuing further Shares orliquidating a portion of the Listed Portfolio. Although the Company expects to be able to borrow atmarket rates prevailing at the relevant time, that there will be a market for further Shares, and thatthere will be sufficient liquidity in the Listed Portfolio, there can be no guarantee that this willalways be the case. A challenging macro-economic environment may have an impact on theavailability of funds. Any borrowing by the Company has to comply with the limits on borrowing inthe Company’s Investment Policy.

Accurate Valuation of the Assets

Accurate valuation of the Company’s assets in the manner described in Part 4 of this Prospectusunder the section entitled ‘‘Valuations’’ may be difficult in certain circumstances.

Where trading in the securities of an investee company is suspended, for example, those securitieswill be valued at their probable realisation value as determined by the Directors and the AIFMjointly in good faith having regard to their cost price, the price at which any recent transaction inthe securities may have been effected, the size of the holding having regard to the total amount ofsuch securities in issue, and such other factors as the Directors and the AIFM jointly, in their solediscretion, deem relevant in considering a positive or negative adjustment to the valuation. In suchcircumstances, there is a risk that the AIFM’s valuation of an asset may turn out to be inaccurateat a later date.

Fluctuations in Value

The Company may invest its assets in equity securities, including preference and ordinary shares.Securities of smaller companies may have greater price volatility. All of the Company’s investmentsin shares will be subject to normal market risks. While diversification among issuers may mitigatethese risks, investors should expect fluctuations in the value of equity securities held by theCompany based on market conditions.

Market Risk

The Company may fail to meet its investment objective owing to market risk. Market risk isassociated with changes in market prices or interest rates. While the Company expects to hold adiversified Investment Portfolio, there are certain general market conditions in which any investmentstrategy is unlikely to be profitable. In particular, the Listed Portfolio may be relatively concentratedwhich could result in performance that is more volatile than the equity market as a whole. TheCompany does not have the ability to control or predict such market conditions. Although, withrespect to market risk, the Company’s investment approach is designed to achieve broaddiversification across global markets (in accordance with its Investment Policy), from time to time,multiple markets could move together against the investments of the Company and the Companycould suffer losses, in which event the value of the Shares may decline.

General economic and market conditions, such as currency exchange rates, commodity prices,interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, trade

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barriers, currency exchange controls and national and international political circumstances mayaffect the price level, volatility and liquidity of securities and result in losses for the Company. Inthis event, the NAV and the share price of the Shares may be adversely affected.

Investment in Emerging Markets

While the Company will generally focus on investments in developed markets, the Company mayinvest in securities whose issuers are domiciled in emerging markets. Such investments inemerging markets are subject to greater risks than investments in developed countries. Amongother things, emerging market investments may carry greater risks associated with limited publicavailability of information, volatile markets, less strict securities market regulation, less favourabletax provisions, and a greater likelihood of severe inflation, an unstable currency, corruption, war,nationalisation and expropriation of personal property, than investments in securities of issuersbased in developed countries. In addition, investment opportunities in certain emerging marketsmay be restricted by legal limits on foreign investment in local entities.

Emerging markets may not operate as efficiently as those in developed countries. Volume andliquidity levels are generally lower, little or no market may exist for the securities, and issuers arenot generally subject to uniform accounting and financial reporting standards, practices andrequirements comparable to those applicable to issuers based in developed countries, therebypotentially increasing the risk of fraud or other deceptive practices. Furthermore, the quality andreliability of official data published by the government or securities exchanges in emerging marketsmay not accurately reflect the actual circumstances being reported.

Equity and Equity-linked Securities

The Listed Portfolio will be invested in equity and equity-linked securities (including equity-basedderivatives), the values, volatility and liquidity of which vary with an issuer’s performance andmovements in the broader equity markets. Numerous economic factors, as well as marketsentiment, political and other factors, influence the value, volatility and liquidity of equities. At anygiven time, the Listed Portfolio may have investments in companies with smaller marketcapitalisations. These securities often involve greater risks than the securities of larger, better-known companies, including less liquidity and greater volatility.

Availability of Investment Strategies

The success of the Listed Portfolio depends on Ecofin’s ability to identify undervalued investmentopportunities and to exploit price discrepancies in the financial markets, as well as to assess theimport of news and events that may affect the financial markets. Identification and exploitation ofthe investment strategies to be pursued by the Company involves a high degree of uncertainty. Noassurance can be given that Ecofin will be able to locate suitable investment opportunities in whichto deploy all of the assets or to exploit discrepancies in the securities and derivatives markets.

The Listed Portfolio may be adversely affected by unforeseen events involving such matters aschanges in interest rates or the credit status of an issuer, forced redemptions of securities oracquisition proposals, break-up of planned mergers, unexpected changes in relative value orchanges in tax treatment.

Ecofin

Ecofin will act as investment manager in respect of the Listed Portfolio. While Ecofin will makeinvestments in accordance with the Investment Policy, it may also act for other clients with asimilar or the same investment strategy as the Company. As such, while Ecofin will always act inthe best interests of the Company, it will be subject to an internal trading allocation policy includingmaking a fair allocation of aggregated orders between clients. This may limit the Company’sdesired exposure to a particular investment or restrict the Company’s ability to completely withdrawfrom an investment which it no longer wishes to hold.

(E) MARKET, POLITICAL AND REGULATORY RISKS

Regulation of Renewable Energy Policy and Support Schemes

Some of the Company’s investments may be exposed to renewable energy generating assets. Insome jurisdictions, the development of renewable energy sources relies, to an extent, on thegoverning national and international regulatory and financial support of such development. It ispossible that this approach could be modified or changed in future, including as a result of a

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change in government or a change in government policy. To the extent that the Company’sInvestment Portfolio is exposed to renewable energy generating assets, any changes in suchpolicies could materially affect the Company’s business, or could materially affect its future growth,as support mechanisms are necessary in order to provide the Company’s business with expectedreturns for such assets.

Unfavourable renewable energy policies, if applied retrospectively to operating projects, couldadversely impact those projects and therefore, ultimately, the Company.

Electricity Transmission and Distribution Networks

Broad regulatory changes to the electricity market (such as changes to transmission allocation andchanges to energy trading, balancing and transmission charging) in countries where the Companyinvests and/or relating to assets to which the Company is exposed, could have a material adverseeffect on the Company’s financial position, results of operations, business prospects and returns toinvestors.

There are a number of specific risks relating to the projects and concessions in which theCompany may, directly or indirectly, invest that have exposure to electricity transmission anddistribution networks. These include but are not limited to:

* Risks relating to maintaining the connections of generating facilities to the electricitytransmission and distribution network such as maintenance of, and adhering to the terms of,connection agreements;

* Risks relating to changes in the electricity transmission and distribution regime that have animpact on charges to, and payments received by, underlying projects;

* Risks relating to grid constraints arising due to the intermittent nature of renewable energygeneration; and

* Risks relating to grid outage and constraints on the capacity of a generating facility.

The Vote by the United Kingdom to Leave the European Union

The United Kingdom held a referendum on 23 June 2016 in which a majority of voters voted toexit the European Union, which is commonly referred to as ‘‘Brexit’’. Following the referendum, theUnited Kingdom has formally given notice of its intention to the leave the European Union andnegotiations are underway to determine the future terms of the United Kingdom’s relationship withthe European Union, including, among other things, the terms of trade between the UnitedKingdom and the European Union. The effects of Brexit will depend, amongst other things, on anyagreements the United Kingdom makes to retain access to European Union markets either duringa transitional period or more permanently.

Brexit could adversely affect the United Kingdom, European and worldwide economic and marketconditions and could contribute to instability in global financial and foreign exchange marketsincluding volatility in the value of Sterling and the Euro (Company assets may be denominated inboth currencies and certain costs will be denominated in Sterling). Although the proceeds of theIssue and Placing Programme will be denominated in Dollars, investments can be made in Sterlingand Euro as well as other currencies. Consequently the value of investments in the portfolio madein non-Dollar currencies will be affected by any currency movements.

The Company’s ability to raise new capital could be hindered by any heightened market volatilitycaused by Brexit in the shorter term. In the longer term, any changes to the AIFM’s ability tomarket using the passport (as described in the risk factor below entitled ‘‘Alternative InvestmentFund Managers Directive’’) on which the Company is likely to rely to raise capital from certaininvestors based in the EEA as a result of Brexit or otherwise, could restrict the Company’s abilityto raise capital and market its shares in the EEA.

Brexit could also adversely affect the operational, regulatory, insurance and tax regime to whichthe Company is currently subject. No assurance can be given as to the impact of any possiblejudicial decision or change to English law or administrative practice, whether as a result of aUnited Kingdom departure from the European Union or otherwise, after the date of this Prospectus.

Any of these effects of Brexit, and others that the Directors cannot anticipate at this stage giventhe political and economic uncertainty surrounding the nature of the United Kingdom’s futurerelationship with the European Union, could adversely affect the Company’s business, financialcondition and cashflows. They could also negatively impact the value of the Company’s assets and

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make accurate valuations of the Company’s shares and the investment interests of the InvestmentPortfolio more difficult.

General Regulatory Risk relating to Sustainable Infrastructure

The Sustainable Infrastructure sector is subject to extensive legal and regulatory controls, and theSustainable Infrastructure assets that the Company is targeting will need to comply with allapplicable laws, regulations and regulatory standards which, among other things, may require theCompany and other Group entities to obtain and/or maintain certain authorisations, licences andapprovals required for the construction and operation of the assets.

If any of the Company’s investments (or any contractual counterparty) fails to obtain, maintain,renew or comply with all necessary permits or loses a necessary permit for failure to comply withthe conditions attached to the permit or is unable to operate within limitations that may be imposedby governmental permits or current or future land use, environmental or other regulatory orcommon law (judicial) requirements, this could lead to the investment in question being forced tocease or curtail operations, which would have a material adverse effect on the relevant underlyingasset or project and potentially the reputation and financial position of the Company.

Where a concession or lease from a government is held, the concession or lease may restrict theinvestment entity’s ability to operate the business in a way that maximises cashflows andprofitability. The lease or concession may also contain clauses more favourable to the governmentcounterparty than a typical commercial contract.

Change in Accounting Standards, Tax Law and Practice

Financing structures of investments are based on assumptions regarding (amongst other things)prevailing taxation law and practice and accounting standards. Any change in an investment’s taxstatus or in tax legislation or practice (including in relation to taxation rates and allowances) or inaccounting standards could adversely affect investment returns, which could affect returns to theCompany.

Change in Government Policy and Attitudes

While it is expected that the governments in the jurisdictions in which the Company intends toinvest will generally be supportive of investment in Sustainable Infrastructure, if returns fromInvestment Capital reach a high level, there is a risk that governments may seek to recoup returnsthat they deem to be excessive either on individual projects or more generally, which would resultin reduced returns to Shareholders.

Alternative Investment Fund Managers Directive

The AIFM Directive seeks to regulate managers of private equity, hedge and other alternativeinvestment funds. It imposes obligations on managers who manage AIFs in the EEA or whomarket shares in such funds to EEA investors.

The Company is categorised as an EEA AIF for the purposes of the AIFM Directive and relatedregimes in relevant EEA member states. It is intended that the Company will be operated as anexternally managed AIF. As Greensphere Advisors is newly formed, it does not at the date of thisProspectus have the relevant FCA permissions to act as AIFM to the Company. The Company hastherefore appointed Ecofin as the Company’s AIFM under the AIFM Agreement with the intentionthat Greensphere Advisors will replace Ecofin as AIFM after two years, once it has obtained thenecessary regulatory permissions.

The Company is also required to appoint a depositary to enable the AIFM to comply with itsobligations under the AIFM Directive. Pursuant to the Depositary Agreement, the Company hasagreed to appoint the UK branch of CACEIS bank to act as a depositary.

The Company relies on EEA passporting rights to market to professional investors in certainjurisdictions in the EEA. Once Brexit becomes effective, there is no guarantee that this willcontinue or on what terms. If the Company is unable to rely on these passporting rights, it willneed to rely instead on the national private placement regimes throughout the EEA to the extentthat these are available, which is not itself certain as these are currently under review by ESMA.As a consequence, it may become more difficult for the Company to raise capital in the EEA post-Brexit.

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Any regulatory changes arising in relation to the AIFM Directive (or otherwise) that limit theCompany’s ability to market future issues of shares could have a material adverse effect on theCompany’s financial position, results of operations, business prospects and returns to investors.

Regulatory Risks Relating to the Management Arrangements

Greensphere Advisors is not currently authorised by the FCA. Shortly following Admission,Greensphere Advisors intends to apply to the FCA for the necessary regulatory permissions for itto act as the Company’s AIFM. If the FCA does not grant Greensphere Advisors the requisitepermissions or if there is a delay in obtaining these, then Ecofin will continue as AIFM (until itsappointment is terminated). Should Ecofin continue as AIFM beyond the period anticipated, this willresult in additional cost to the Company and consequently affect returns to Shareholders.

Greensphere Capital Partners is authorised and regulated by the FCA. It has applied to extend thescope of its regulatory permissions in connection with the Private Portfolio ManagementAgreement. It is anticipated that the permissions will be extended before or shortly after Admission;however if the FCA does not extend the scope of Greensphere Capital Partners’ permissions or ifthere is a material delay, the management arrangements will need to be restructured in order forthe Management Team to manage the Private Portfolio. If any such restructuring is not successful,the Directors would put a continuation vote to Shareholders.

Change in Regulation and Decisions of a Regulatory Body

Changes in law or regulation in relation to regulated entities and decisions by governmental bodiesor regulators could materially adversely affect the Company’s investments.

Any Regulated Assets may be subject to regulation by national regulators and other authorities.Changes in law or regulation or regulatory policy and precedent, including decisions ofgovernmental bodies or regulators, could materially adversely affect the performance of RegulatedAssets. The performance of any Regulated Assets is influenced by the regulatory targets and insome cases price controls established on a periodic basis by the relevant regulators. An adverseprice determination could adversely affect the performance of those Regulated Assets andconsequently impact upon the projected investment returns the Company receives from theseassets. The Company may make investments in entities subject to the same or similar regulation.

The Company is subject to changes in regulatory policy that relate to its business and that of itsAdvisers. The Company is required to comply with the UK Listing Rules, Disclosure Guidance andTransparency Rules applicable to issuers with premium listings and MAR. The AIFM is regulatedby the FCA in the UK in accordance with FSMA.

Increased regulation may increase costs, which to the extent they are borne by the Company,could negatively impact the Company’s financial position, results of operations, business prospectsand returns for investors.

Overseas Investments

Laws and regulations of overseas countries may impose restrictions that would not exist in the UK.Investments in foreign entities have their own economic, political, social, cultural, business,industrial and labour environment and may require significant government approvals undercorporate, securities, exchange control, foreign investment and other similar laws and may requirefinancing and structuring alternatives that differ significantly from those customarily used in the UK.

In addition, foreign governments may from time to time impose restrictions intended to preventcapital flight, which may, for example, involve punitive taxation (including high withholding taxes) oncertain securities or transfers or the imposition of exchange controls, making it difficult orimpossible to exchange or repatriate foreign currency. These and other restrictions may make itimpracticable for the Company to distribute the amounts realised from such investments at all ormay force the Company to distribute such amounts other than in Dollars with all or a portion of thedistribution being made in other foreign securities or currency. It also may be difficult to obtain andenforce a judgment in a court outside of the UK.

The Company, as permitted under its Investment Policy, will invest predominately in OECDcountries. Although the Company will undertake due diligence and take advice on each jurisdictionin which it intends to invest, the risk of the Company’s investments being subject to unforeseenrisks specific to non-OECD countries and governments may be greater.

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The Company, through due diligence investigations, will analyse information with respect to politicaland economic environments and the particular legal and regulatory risks in foreign countries beforemaking investments, but no assurance can be provided that a given political or economic climate,or particular legal or regulatory risks, might not adversely affect an investment by the Companyand consequently returns to investors.

Claims Against an Investment Entity

Subcontractors and other counterparties may from time to time have claims against an investmententity in respect of a particular project or concession. Such claims are usually matched by acounterclaim that the investment entity has in relation to the project for the same matter, and thecontracts normally provide that the investment entity’s liability is limited to what it recovers underthe matched claim. However, such limitations may not always be effective and may not protect aninvestment entity if the fault lies with the entity itself.

Any claim made against an entity in which the Company has invested could have a materialadverse effect on the Company’s financial position, results of operations, business prospects andreturns to investors.

Defects in Contractual Documentation

The contractual arrangements for Sustainable Infrastructure investments are structured so as toidentify and mitigate the risks inherent in the underlying projects. However, despite technical, legaland financial review, the contractual documentation may be ineffective in distributing or mitigatingrisks to the degree expected, resulting in unexpected costs or reductions in revenues which couldhave a material adverse effect on the Company’s financial position, results of operations, businessprospects and returns to investors.

Legal and Regulatory

The Company must comply with the provisions of the Act and, as the Shares will be admitted tothe Official List, the relevant provisions of the Listing Rules, MAR and the Disclosure Guidance andTransparency Rules. A breach of the Act could result in the Company and/or the Board being finedor the subject of criminal proceedings. Breach of the Listing Rules could result in the Company’sShares being suspended from listing.

Compensation

The subscription for Shares and the performance of the Shares will not be covered by theFinancial Services Compensation Scheme or by any other compensation scheme.

(F) TAXATION RISKS

Loss of Investment Trust Status

The Company intends to apply to HMRC for, and to conduct its affairs so as to satisfy theconditions for, approval as an investment trust pursuant to Chapter 4 of Part 24 of the CorporationTax Act 2010. A failure to obtain or maintain HMRC approval as an investment trust (including asa result of a change in tax law or practice) could result in the Company not being able to benefitfrom the current exemption for investment trusts from UK corporation tax on chargeable gains. Thiscould affect the Company’s ability to provide returns to Shareholders.

It is not possible to guarantee that the Company will be and will remain a company that is not aclose company for UK tax purposes, which is a requirement to obtain and maintain its status as aninvestment trust, as the Shares are freely transferable. The Company, in the unlikely event that itbecomes aware that it is a close company, or otherwise fails to meet the eligibility conditions orrequirements for an approved investment trust, will need to notify HMRC of this fact.

Changes in Tax Legislation or Practice

Changes in tax legislation or practice, whether in the UK or elsewhere, could affect the value ofthe investments held by the Company or the Group, affect the Company’s ability to provide returnsto Shareholders, and affect the tax treatment for Shareholders of their investments in the Company(including rates of tax and availability of reliefs).

Investors should consult their professional tax advisers with respect to their own particular taxcircumstances and the tax effects of an investment in the Company. Statements in this Prospectus

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concerning the taxation of investors or prospective investors in Shares are based upon current taxlaw and practice, each of which is, in principle, subject to change. The value of particular taxreliefs, if available, will depend on each individual Shareholder’s circumstances. This Prospectusdoes not constitute tax advice and must not therefore be treated as a substitute for independenttax advice.

Due Diligence and Reporting Obligations

The Company will be required to comply with certain due diligence and reporting requirementsunder the International Tax Compliance Regulations 2015 as amended, which were enacted tomeet the United Kingdom’s obligations under FATCA, the Common Reporting Standard developedby the OECD and the EU Directive on Administrative Cooperation in Tax Matters. Shareholdersmay be required to provide information to the Company to enable the Company to satisfy itsobligations under the regulations. In certain circumstances, the Company may be required toprovide the Shareholders’ information to HMRC and HMRC may pass this information on to taxauthorities in other jurisdictions. Failure by the Company to comply with its obligations under theregulations may result in fines being imposed on the Company and, in such event, the targetreturns of the Company may be adversely affected.

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IMPORTANT INFORMATION

This Prospectus should be read in its entirety before making any application for Shares. Inassessing an investment in the Company, investors should rely only on the information in thisProspectus and any supplementary prospectus published by the Company prior to the relevantAdmission. No person has been authorised to give any information or make any representationsother than those contained in this Prospectus and any supplementary prospectus published by theCompany prior to the relevant Admission and, if given or made, such information orrepresentations must not be relied on as having been authorised by the Company, the Directors,the AIFM, Numis or any other person.

Without prejudice to any obligation of the Company to publish a supplementary prospectus, neitherthe delivery of this Prospectus nor any subscription or purchase of Shares made pursuant to thisProspectus shall, under any circumstances, create any implication that there has been no changein the affairs of the Company since, or that the information contained herein is correct at any timesubsequent to the date of this Prospectus.

Numis and its affiliates may engage in transactions with, and provide various investment banking,financial advisory and other services to the Company or the AIFM for which they may receive fees.

In connection with the Issue and the Placing Programme, Numis and any of its affiliates acting asan investor for its or their own account(s), may subscribe for the Shares and, in that capacity, mayretain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in suchsecurities of the Company, any other securities of the Company or other related investments inconnection with the Issue, the Placing Programme or otherwise. Accordingly, references in thisdocument to the Shares being issued, offered, subscribed or otherwise dealt with, should be readas including any issue or offer to, or subscription or dealing by, Numis and any of its affiliatesacting as an investor for its or their own account(s). Numis does not intend to disclose the extentof any such investment or transactions otherwise than in accordance with any legal or regulatoryobligation to do so.

REGULATORY INFORMATION

This Prospectus does not constitute an offer to sell, or the solicitation of an offer to subscribe foror buy Shares in any jurisdiction in which such offer or solicitation is unlawful. Issue or circulationof this Prospectus may be prohibited in some countries.

Prospective investors should consider carefully (to the extent relevant to them) the notices toresidents of various countries set out in Part 9 of this Prospectus.

The Company intends to conduct its affairs as an investment trust. On this basis, the Sharesshould qualify as an ‘‘excluded security’’ and therefore be excluded from the FCA’s restrictions inCOBS 4.12 of the FCA Handbook that apply to non-mainstream investment products.

INVESTMENT CONSIDERATIONS

The contents of this Prospectus or any other communications from the Company, the AIFM, Numisand/or any of their respective affiliates, directors, officers, employees or agents are not to beconstrued as advice relating to legal, financial, taxation, investment or any other matter.

Prospective investors should inform themselves as to:

* the legal requirements within their own countries for the purchase, holding, transfer or otherdisposal of Shares;

* any foreign exchange restrictions applicable to the purchase, holding, transfer or otherdisposal of Shares which they might encounter; and

* the income and other tax consequences which may apply in their own countries as a result ofthe purchase, holding, transfer or other disposal of Shares.

Prospective investors must rely upon their own representatives, including their own legal advisersand accountants, as to legal, tax, investment or any other related matters concerning the Companyand an investment therein.

An investment in the Company should be regarded as a long-term investment and may not besuitable as short-term investments. There can be no assurance that the Company’s investmentobjectives will be achieved and investors may not get back the full value of their investment. Any

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investment objective is a target only and should not be treated as an assurance or guarantee ofperformance.

This Prospectus should be read in its entirety before making any investment in the Shares. AllShareholders are entitled to the benefit of, are bound by, and are deemed to have notice of, theprovisions of the Articles of Association of the Company which investors should review. TheArticles of Association are summarised in Part 8 of this Prospectus and a copy of the full Articlesis available at the Company’s registered office.

TYPICAL INVESTORS

An investment in the Company is suitable only for investors who are capable of evaluating therisks and merits of such investment, who understand the potential risk of capital loss and that theremay be limited liquidity in the underlying investments of the Company, for whom an investment inthe Shares constitutes part of a diversified investment portfolio, who fully understand and arewilling to assume the risks involved in investing in the Company and who have sufficient resourcesto bear any loss (which may be equal to the whole amount invested) which might result from suchinvestment. Typical investors in the Company are expected to be institutional and sophisticatedinvestors based in the UK and overseas, wealth managers regulated or authorised by the FCA,family offices and highly knowledgeable private individuals (including those that are professionallyadvised). Investors should consult their stockbroker, bank manager, solicitor, accountant or otherindependent financial adviser before making an investment in the Company.

The Company has been advised that the Shares should be ‘‘transferable securities’’ and, therefore,should be eligible for investment by UCITS or NURS on the basis that: (i) the Company is aclosed-ended investment company; (ii) the Shares are to be admitted to the premium segment ofthe Official List and to trading on the London Stock Exchange’s main market for listed securities;and (iii) Ecofin as AIFM is authorised and regulated in the UK by the FCA. The manager of aUCITS or NURS should, however, satisfy itself that the Shares are eligible for investment by thatUCITS or NURS, including the factors relating to that UCITS or NURS itself, specified in theCollective Investment Scheme Sourcebook of the FCA Handbook.

FORWARD-LOOKING STATEMENTS

This Prospectus includes statements that are, or may be deemed to be, ‘‘forward-lookingstatements’’. These forward-looking statements can be identified by the use of forward-lookingterminology, including the terms ‘‘believes’’, ‘‘estimates’’, ‘‘anticipates’’, ‘‘forecasts’’, ‘‘projects’’,‘‘expects’’, ‘‘intends’’, ‘‘may’’, ‘‘will’’ or ‘‘should’’ or, in each case, their negative or other variations orcomparable terminology. These forward-looking statements include all matters that are not historicalfacts.

All forward-looking statements address matters that involve risks and uncertainties. Accordingly,there are or will be important factors that could cause the Company’s actual results to differmaterially from those indicated in these statements. These factors include but are not limited tothose described in the part of this Prospectus entitled ‘‘Risk Factors’’, which should be read inconjunction with the other cautionary statements that are included in this Prospectus. Any forward-looking statements in this Prospectus reflect the Company’s current views with respect to futureevents and are subject to these and other risks, uncertainties and assumptions relating to theCompany’s operations, results of operations and growth strategy and the liquidity of Shares.

Given these uncertainties, prospective investors are cautioned not to place any undue reliance onsuch forward-looking statements.

These forward-looking statements apply only as of the date of this Prospectus. Subject to anyobligations under applicable law or UK regulatory requirements (including FSMA, the Listing Rules,the Disclosure Guidance and Transparency Rules, the Prospectus Rules and MAR), the Companyundertakes no obligation publicly to update or review any forward looking statement whether as aresult of new information, future developments or otherwise. Prospective investors shouldspecifically consider the factors identified in this Prospectus which could cause actual results todiffer before making an investment decision.

For the avoidance of doubt, nothing in the foregoing paragraphs under the heading ‘‘Forward-Looking Statements’’ constitutes a qualification of the working capital statement contained in Part 8of this Prospectus.

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The actual number of Shares to be issued pursuant to the Issue and the Placing Programme willbe determined by the Company (in conjunction with Numis). In such event, the information in thisProspectus should be read in light of the actual number of Shares to be issued pursuant to theIssue and the Placing Programme. The Company is offering up to 500 million Ordinary Sharesthrough the Issue. The Company will also have the ability to issue up to 500 million Sharesthrough the Placing Programme, giving a total maximum issue size under the Issue and PlacingProgramme of up to 1 billion Shares. However, the extent to which the Company uses the PlacingProgramme is likely to depend on the Company’s access to new investment opportunities, whichcannot be guaranteed.

PRESENTATION OF INFORMATION

Market, Economic and Industry Data

Market, economic and industry data used throughout this Prospectus is derived from variousindustry and other independent sources.

As far as the Company is aware and is able to ascertain from information published by suchsources, no facts have been omitted which would render the reproduced information inaccurate ormisleading.

Currency Presentation

Unless otherwise indicated, all references in this Prospectus to ‘‘GBP’’, ‘‘Sterling’’, ‘‘poundssterling’’, ‘‘£’’, ‘‘pence’’ or ‘‘p’’ are to the lawful currency of the UK, all references to ‘‘US$’’, ‘‘Dollar’’or ‘‘cents’’ are to the lawful currency of the US, all references to ‘‘e’’ or ‘‘Euro’’ are to the lawfulcurrency of the Eurozone countries.

Latest Practicable Date

Unless otherwise indicated, the latest practicable date for the inclusion of information in thisProspectus is close of business on 28 November 2017.

NO INCORPORATION OF WEBSITE

The contents of the Company’s website do not form part of this Prospectus. Investors should baseany decision to invest on the contents of this Prospectus and any supplementary prospectuspublished by the Company prior to Admission alone and should consult their professional advisersprior to making an application to subscribe for Shares.

IMPORTANT NOTE REGARDING PERFORMANCE DATA

This Prospectus includes information regarding the track record and performance data of theManagement Team, Greensphere Capital Partners and Ecofin, and the investments made by fundsmanaged, advised and/or operated by them (the ‘‘Track Record’’). Such information is notnecessarily comprehensive, and prospective investors should not consider such information to beindicative of the possible future performance of the Company or any investment opportunity towhich this Prospectus relates.

The past performance of the Management Team, Greensphere Capital Partners and Ecofin is not areliable indicator of, and cannot be relied upon as a guide to, the future performance of theCompany.

The Track Record information is based on valuation data compiled by Greensphere CapitalPartners and Ecofin prior to the date of this Prospectus. The estimates referred to in the TrackRecord are generally based on unaudited valuations and may contain information which may beout of date, require updating or completing or otherwise be subject to error. Investors should notconsider the Track Record information (particularly the past returns) contained in this Prospectus tobe indicative of the Company’s future performance. Past performance is not a reliable indicator offuture results and the Company will not make the same investments reflected in the Track Recordinformation included herein. Prospective investors should be aware that any investment in theCompany is speculative, involves a high degree of risk, and could result in the loss of all orsubstantially all of their investment.

The Company has no investment history. For a variety of reasons, the comparability of the TrackRecord information to the Company’s future performance is by its nature very limited. Prospectiveinvestors should consider the following factors which, among others, may cause the Company’s

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results to differ materially from the historical results achieved by the Management Team,Greensphere Capital Partners and Ecofin:

* the Track Record information included in this Prospectus was generated by a number ofdifferent persons in a variety of circumstances and those persons may differ from those whowill manage the Company’s investments. Track Record information may or may not reflect thededuction of fees or the reinvestment of dividends and other earnings;

* results can be positively or negatively affected by market conditions beyond the control of theCompany, the Management Team, Greensphere Capital Partners or the AIFM, which may bedifferent in many respects from those that prevail at present or in the future. Accordingly, theperformance of investments originated now may be significantly different from those originatedin the past;

* the circumstances of the Company and the circumstances in which the Track Recordinformation was generated may differ in a number of respects, including (but are not limitedto) all or certain of: (i) actual acquisitions and investments made; (ii) investment objectives;(iii) fee arrangements; (iii) structure (including for tax purposes); (iv) investment terms; (v) useof leverage; (vi) performance targets; and (vii) investment horizons. All of these factors mayaffect returns and impact the usefulness of performance comparisons and as a result, none ofthe historical information contained in this Prospectus is directly comparable to the Issue and/or any Subsequent Placing under the Placing Programme, or the returns which the Companymay generate; and

* the Company and any intermediate holding entities may be subject to taxes on some or all oftheir earnings in the various jurisdictions in which they are domiciled or in which they invest.Any taxes paid or incurred by the Company and/or any intermediate holding entities willreduce the proceeds available from the sale of an investment to make future investments ordistributions and/or pay the expenses and other operating costs of the Company. The grosstotal return and IRR figures contained within the Track Record may not take account of thetax levied above the portfolio company level, and therefore should not be taken as a guide tothe returns that investors in the Company may expect.

No representation is being made by the inclusion of the investment examples and strategiespresented in the Track Record and/or elsewhere in this Prospectus that the Company will achieveperformance similar to such investment examples and strategies, or that it will avoid losses.

DEFINITIONS

A list of defined terms used in this Prospectus is set out in Part 10 of this Prospectus.

GOVERNING LAW

Unless otherwise stated, statements made in this Prospectus are based on the law and practicecurrently in force in England and Wales and are subject to changes therein.

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EXPECTED TIMETABLE AND STATISTICS

EXPECTED TIMETABLE

All references to times in this Prospectus are to London times, unless otherwise stated.

The Issue Date

Placing and Offer for Subscription open 1 December 2017

Latest time and date for Application Forms under the Offer forSubscription

11.00 a.m. on 14 December 2017

Latest time and date for placing commitments under the Placing 12 noon on 15 December 2017

Announcement of the results of the Issue 18 December 2017

Admission of the Ordinary Shares to trading, commencement ofdealings, on the Main Market of the London Stock Exchange

20 December 2017

Ordinary Shares issued and CREST Accounts expected to becredited with uncertificated Ordinary Shares

20 December 2017

Dispatch of definitive share certificates for Ordinary Shares incertificated form (where applicable)

As soon as possible after3 January 2018

Placing Programme

Placing Programme opens 21 December 2017

Admission of the Shares to trading, and commencement ofdealings, on the Main Market of the London Stock Exchange

8.00 a.m. on each day Shares areissued

CREST accounts credited in respect of Shares in uncertificatedform

As soon as possible after8.00 a.m. on each day Shares are

issued

Dispatch of definitive share certificates for Shares in certificatedform (where applicable)

Approximately one week followingAdmission of the relevant Shares

Last date for Shares to be issued pursuant to the PlacingProgramme

29 November 2018

The dates and times specified above are subject to change. In particular, the Directors may, withthe prior approval of Numis, bring forward or postpone the closing time and date for the Placingand the Offer for Subscription or any closing time and date of any Subsequent Placing by up totwo weeks. If any such date is changed the Company will notify investors who have subscribed forShares of changes to the timetable either by post, by electronic mail or by the publication of anotice through a Regulatory Information Service.

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ISSUE AND PLACING PROGRAMME STATISTICS

Shares issued pursuant to Issue will be issued as Ordinary Shares. Shares issued pursuant to thePlacing Programme may be issued as Ordinary Shares and/or C Shares at the discretion of theDirectors.

Issue Statistics

Maximum number of Ordinary Shares to be issued pursuant to theIssue

500 million

Issue Price per Ordinary Share US$1.00

Estimated Net Issue Proceeds1 US$490 million

Estimated Net Asset Value per Ordinary Share at Admission US$0.98

Placing Programme Statistics

Maximum number of Shares to be issued pursuant to the PlacingProgramme

500 million

Placing Programme Price per Ordinary Share Not less than the latest publishedNet Asset Value per Ordinary

Share at the time of allotment,plus a premium to reflect the costsand expenses of the Subsequent

Placing

Placing Programme Price per C Share US$1.00

Ordinary Shares

ISIN of the Ordinary Shares GB00BD9PXG32

SEDOL of the Ordinary Shares BD9PXG3

Ticker Code GCAP

1 Assuming Gross Issue Proceeds of US$500 million.

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DIRECTORS, AGENTS AND ADVISERS

Directors Ian Nolan (Chairman)Jon MoultonSimon PeckhamDivya Seshamani (Chief Executive Officer)Ion Yadigaroglu

Investment Committee Deirdre CooperPaul Lester CBEJon MoultonIan Nolan (Chairman)William OrumDr. Teh Kok PengDivya Seshamani

Registered office of theCompany

C/o PraxisIFM Fund Services (UK) LimitedMermaid House2 Puddle DockLondon EC4V 3DB

Investment Manager in respectof Private Portfolio

Greensphere Capital Partners LLPThe PavilionPenthouse Floor96 Kensington High StreetLondon W8 4SG

AIFM and Investment Managerin respect of Listed Portfolio

Ecofin Limited15 Buckingham StreetLondon WC2N 6DU

Sponsor, Broker, FinancialAdviser and Bookrunner

Numis Securities LimitedThe London Stock Exchange Building10 Paternoster SquareLondon EC4M 7LT

Administrator to Company andCompany Secretary

PraxisIFM Fund Services (UK) LimitedMermaid House2 Puddle DockLondon EC4V 3DB

Registrar and Receiving Agent Link Asset ServicesThe Registry34 Beckenham RoadBeckenham, Kent, BR3 4TU

Auditors PricewaterhouseCoopers LLP7 More London RiversideLondon SE1 2RT

Reporting Accountants to theIssue and Placing Programme

PricewaterhouseCoopers LLP1 Embankment PlaceLondon WC2N 6RH

Depositary CACEIS Bank, UK BranchBroadwalk House5 Appold StreetLondon EC2A 2DA

Legal Advisers to the Companyas to English Law

Hogan Lovells International LLPAtlantic HouseHolborn ViaductLondon EC1A 2FG

Legal Advisers to the Sponsoras to English Law

Norton Rose Fulbright LLP3 More London RiversideLondon SE1 2AQ

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HIGHLIGHTS

Investment Policy. The Company’s investment policy is to invest in a diversified portfolio ofprivate and listed Sustainable Infrastructure Investments in the water, energy transmission,distribution and storage, renewable energy, waste, sustainable agriculture and related sectors,primarily in OECD countries. The Company’s investments will be focused on environmentalsustainability and, in particular, on mitigation against the key risks of resource scarcity, input priceand project life-cycle cost volatility, and climate stress. The Company will invest in SustainableInfrastructure where it believes there is the significant ability to mitigate these risks and also tomake attractive returns by investing in the solutions to these risks.

Target Yield and Total Return. The Company is targeting an annual dividend of at least 6 centsper Ordinary Share from the end of year three and a total return (including dividends paid andgrowth in the Net Asset Value per Ordinary Share, but excluding share price performance) of 10-12 per cent. per annum.*

Dual-Portfolio Approach. The Company will maintain two investment portfolios. The PrivatePortfolio will be a portfolio of unlisted Sustainable Infrastructure Investments which will be managedby the Management Team. The Listed Portfolio will be a portfolio of liquid listed equities operatingin the Sustainable Infrastructure sector managed by Ecofin. The Listed Portfolio will enhance boththe opportunity set and diversification and will also provide investors with immediate exposure tothe asset class, minimising cash drag. In both the Private and Listed Portfolios, the focus will beon investments that have stable cashflow generation potential over the longer term, strong,creditworthy counterparties, and proven, experienced management teams and operators.

Highly Experienced Management Team. The Private Portfolio will be managed by theManagement Team whose members each have relevant blue-chip backgrounds in SustainableInfrastructure investment. The Company’s Chief Executive Officer, Divya Seshamani, has over 17years of experience in industrials, energy, clean tech and private equity. Ms Seshamani has beenresponsible for direct equity investments of over US$2 billion in deals totalling over US$20 billion inenterprise value (at the time Ms Seshamani was involved or employed in relation to theseinvestments) in water, waste, power generation, transmission and distribution, gas distribution,roads, renewable generation and industrial manufacturing across the UK, USA, and Asia.

Ecofin-managed Listed Portfolio. The Listed Portfolio will be managed by Ecofin. Ecofinspecialises in Sustainable Infrastructure. The thematic approach of the Ecofin team dovetails withthat of the Management Team. Ecofin manages over US$1 billion across a number of sustainableinvestment strategies.

Independent and Experienced Board and Investment Committee. The Company’s PrivatePortfolio and Listed Portfolio investment teams are supported by an experienced Board with deepinvestment, operating and ESG credentials and an experienced Investment Committee with stronginvestment and ESG credentials. The Company expects the combined investment and executionexpertise of the Board and Investment Committee, along with their exceptional business network toenhance the Company’s ability to access investment opportunities.

Additional Co-investment and Management Fee Revenue. Investments in the Private Portfoliowill sometimes be wholly-owned by the Company and in other instances the Company’s capitalmay be invested alongside third-party capital managed by the Management Team. All third-partyorigination and asset management fee income as well as a portion of any carried interest fromsuch co-investments will accrue to the Company. Greensphere Advisors will also receive fees inrespect of the Legacy Management Agreements.

Innovative, Low Cost and Transparent Structure. The Company’s Ongoing Charges (excludinginvestment expenses) in the first financial year are expected to be approximately 0.7 per cent. ofthe Company’s Net Asset Value, assuming the Issue is fully subscribed. The Management Teamwill be directly employed by Greensphere Advisors, the Company’s wholly-owned operatingsubsidiary. There is no external management or performance fee in respect of the Private Portfolio.Ecofin will be paid a fixed fee for managing the Listed Portfolio and for being the Company’sAIFM. The teams will be jointly incentivised through schemes based on the performance of theCompany as a whole (not just their respective mandates). This structure, together with theadditional investment origination and management fee revenue from new investments as well as in

* These are targets only and not profit forecasts. There can be no assurance that these targets will be met or that the Companywill make any distributions or have any capital appreciation at all.

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connection with the Legacy Management Agreements, means that the Company is expected toincur close to no net costs in the first year. Thereafter the Company is anticipated to move to afee-accretive position due to the continued impact of investment origination and management feeincome. Based on no net costs, the average competitor would have to materially outperform theCompany to deliver the same returns to investors.

Competitive Edge. The compounding effect of the Company’s low cost structure is expected toenhance yield and total returns to Shareholders. It should enable the Company to access lowerrisk deals that provide higher returns due to the added investment origination and management feerevenue. The Company’s low cost structure is also expected to make the Company significantlymore competitive on a variety of private deals, with an ability to bid alongside low cost-of-capitalco-investors. The Company’s close-ended capital structure and its buy-to-hold strategy is expectedto better align the Company’s interests with those of patient co-investor capital, allowing it topartner alongside blue-chip operating counterparties and also to purchase secondaries portfolios.

Triple Bottom-lined Approach. The Management Team has operated a triple bottom-lined fundfor the UK Green Investment Bank for five years. The Company will continue this triple bottom-lined approach (focussed on profits, people and planet) with the aim of maximising returns whilealso measuring key environmental and job-creation metrics for each of the private SustainableInfrastructure investments it makes. The Company will focus on broader human capital andcommunity stakeholder issues in relation to the private Sustainable Infrastructure investments itmakes. The Management Team believes that this approach has been critical in preserving andenhancing returns in the projects which the Management Team currently manages.

Focus on Self-originated Assets and Proprietary Deal Flow. The Company’s preferredinvestment approach to private Sustainable Infrastructure investment is to invest in SustainableInfrastructure Projects that it has originated through its operational relationships with large, blue-chip operating companies. The Company believes that the expertise and experience of theManagement Team and Board will generate a pipeline of executable proprietary investmentopportunities. The Company will consider and review mature secondary market investmentopportunities; however greater competition in the secondary market means that these opportunitiesare likely to be less attractive than self-originated primary investments. Where the ManagementTeam considers that a secondary opportunity is likely to be accretive to the Company’s PrivatePortfolio, the Company’s ability to lead and partner with the lowest cost-of-capital providers is likelyto enable it to be competitive on such opportunities.

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PART 1: INVESTMENT OBJECTIVE, POLICY AND STRATEGY

INTRODUCTION TO THE COMPANY

The Company is a newly established closed-ended investment company with an unlimited life. TheCompany’s investment policy is to invest in Sustainable Infrastructure Investments in the followingsectors:

* Water;

* Energy transmission, distribution and storage;

* Renewable energy;

* Waste and effluent management, recycling and upcycling; and

* Resource and energy efficiency.

The Company may also invest in related sectors including sustainable agriculture and forestry andgreen transport, which are not expected to exceed 25 per cent. of invested capital in total.

The Company will maintain two investment portfolios, the Private Portfolio and the Listed Portfolio.The Private Portfolio will be a portfolio of unlisted Sustainable Infrastructure Investments. TheListed Portfolio will be a portfolio of liquid listed equity and equity-related securities of companiesoperating in the Sustainable Infrastructure sector.

INVESTMENT OBJECTIVE

The Company’s investment objective is to provide Shareholders with an attractive yield from ageographically and sectorally diverse portfolio and to realise long-term growth in the capital valueof the Company. The Company intends to make distributions of income and to maintain and growthe capital value of the Company’s Investment Portfolio.

The Company will target a dividend of 3 cents per Ordinary Share in its first financial year, 5 centsper Ordinary Share in its second financial year, 6 cents per Ordinary Share in its third financialyear and will target an annual dividend of at least 6 cents per Ordinary Share thereafter*. TheCompany will also target a total return (including dividends paid to Shareholders and growth in theNet Asset Value per Ordinary Share, but excluding share price performance) of 10-12 per cent. perannum on the Issue Price over the long-term through active management, asset development,acquisitions, fee income and the prudent use of gearing.*

INVESTMENT POLICY

Sustainable Infrastructure Investments

The Company’s investment policy is to invest, directly and indirectly, in those SustainableInfrastructure Investments which mitigate against the key risks of resource scarcity, input price andproject life-cycle cost volatility, and climate stress.

The Company will, over the long-term, seek to diversify its investments geographically and acrosssub-sectors of the Sustainable Infrastructure universe to achieve a balance of risk exposure acrossthe Investment Portfolio as a whole. The Directors expect that the Investment Portfolio will becomprised principally of Sustainable Infrastructure Investments in the United States, Canada,Western Europe, the United Kingdom and the Nordic countries and in other OECD countries wherethey consider that the risk profile of investment opportunities meets the Company’s requirements.The Company may also invest up to 30 per cent. of its Net Asset Value in assets or businesseslocated in non-OECD countries.

The Company’s Sustainable Infrastructure Investments will comprise interests in SustainableInfrastructure Projects that are involved in one or more of the following sectors:

* Water – including processing, bottling, treatment, supply, water concessions, watertransportation, storage and rights, agricultural irrigation and desalination;

* Energy transmission, distribution and storage – including the transmission, distribution andstorage of electricity, smart grids (including dark-fibre for smart grids), district heating andcooling;

* These are targets only and not profit forecasts. There can be no assurance that these targets will be met or that the Companywill make any distributions or have any capital appreciation at all.

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* Renewable energy – the generation and production of renewable energy (including solar,wind, biogas, geothermal, hydro and biomass);

* Waste and effluent management – recycling and waste-to-higher-value;

* Resource and energy efficiency – including long-term energy and resource efficiency servicesand asset provision via Energy Service Companies (ESCOS), ownership and provision ofmetering, installation and ownership of intelligent lighting or heating, long term provision ofleasing of critical energy and related supply-chain equipment;

* Sustainable forestry and agriculture – including irrigation systems, hydroponic farms,aquaponic farms, asset leasing of related supply chain equipment; and

* Related Sustainable Infrastructure sectors – which may include long-term asset monitoringconcessions, air purification, and clean air solutions for industrial processes.

The Company intends to acquire Sustainable Infrastructure Investments in assets and businesseswhich the Directors believe have some or all of the following characteristics:

* Stable cashflow generation potential over the longer term;

* Creditworthy counterparties supporting the revenue streams; and

* Proven, experienced management teams and operators.

The Company can invest in Sustainable Infrastructure Investments, being direct or indirect interestsin assets, shares, loans, securities or other interests (in whatever form including partnership equity,partnership loans, share capital, trust units, shareholder loans and/or debt interests) in or toSustainable Infrastructure Projects. Sustainable Infrastructure Projects in which the Company willinvest will either be Project Entities (being special purpose entities formed to undertake aSustainable Infrastructure Project or projects or to provide Sustainable Infrastructure services or toinvest directly or indirectly in any Sustainable Infrastructure related business) or will be operatingbusiness undertakings involved (directly or indirectly) in Sustainable Infrastructure or theprocurement or provision of Sustainable Infrastructure related services.

Portfolio Composition

The Private Portfolio will be managed internally by the Management Team and the Listed Portfoliowill be managed by Ecofin. The Management Team, in consultation with the Board, will determinethe proportion of the Company’s investments that will be allocated to the Private Portfolio and theListed Portfolio from time to time, subject to the overall supervision and oversight of the AIFM.

Private Portfolio

The Private Portfolio will be comprised of Sustainable Infrastructure Investments that theManagement Team believes will deliver an appropriate risk-adjusted internal rate of return anddividends and other income to enable the Company to meet its distribution policy.

The Company generally intends (but is not obliged) to buy and hold Sustainable InfrastructureInvestments in the Private Portfolio for extended periods and, as such, there will not be a fixedterm for investments. Over the long-term, the Company aims to enhance the capital value (boththrough acquisitions and organic portfolio growth) of its investments and the income derivedtherefrom for the benefit of Shareholders.

The Company may invest in Sustainable Infrastructure Projects that are operational as well asthose that are under construction or in development. No more than 30 per cent. of the Net AssetValue of the Private Portfolio in aggregate will be invested in Sustainable Infrastructure Projectsthat are in construction or being developed.

Sustainable Infrastructure Investments for the Private Portfolio will be sourced by the ManagementTeam and it is likely that investment opportunities will also be originated by the Directors and theInvestment Committee and, from time to time, from third-party relationships and advisers.

Investments for the Private Portfolio may be single assets, portfolios of assets or businesses,shares, securities and other interests (in whatever form) in companies, partnerships, funds andother collective investment undertakings, and may be directly or indirectly held.

Listed Portfolio

The Listed Portfolio will generally be comprised of liquid equity and equity-related securities ofcompanies in the ‘‘Renewable Infrastructure Universe’’ which are listed or traded on one or more

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global stock exchanges. In addition to traditional corporate structures, the Listed Portfolio may beinvested in limited partnerships, renewable infrastructure funds and closed-end funds which, in turn,invest in income producing assets. The Company (for the account of the Listed Portfolio) may alsowrite covered (but not uncovered) options regarding names in the Renewable InfrastructureUniverse and may retain cash and cash equivalents for use as collateral or pending reinvestment.

For the purposes of investment, the ‘‘Renewable Infrastructure Universe’’ comprises companies andbusinesses engaged in the production of electricity from renewable energy resources and thetransmission, distribution and storage of energy. These include, but are not limited to, companiesinvolved in owning solar, wind, hydro-electric, geothermal, biomass, transmission, distribution andlarge-scale battery storage assets. This Renewable Infrastructure Universe is expected to growover time, pursuant to new public offerings of private companies, spin-offs/spin-outs from existingcompanies and strategic changes within existing companies. The Renewable InfrastructureUniverse is a global investment universe that includes companies based mainly in North America,Europe and Asia, but also in other geographies to a lesser extent. The Renewable InfrastructureUniverse includes a broad range of companies, from small capitalisation to large capitalisationcompanies, with assets located around the world.

Ecofin maintains a liquidity risk management system in respect of its funds under management inaccordance with the requirements of the AIFM Directive. Ecofin will monitor the liquidity profile ofthe Listed Portfolio (including assessing the percentage of the portfolio capable of being liquidatedwithin certain timeframes and conducting certain stress tests) and will seek to maintain a level ofliquidity in the Listed Portfolio appropriate to the Company’s investment strategy. Ecofin will seek toensure that, at any time, at least 85 per cent. of the Listed Portfolio is capable of being liquidatedwithin 20 trading days.

Ecofin’s assessment of the appropriate level of liquidity takes into account a range of factorsincluding the relative liquidity of the Listed Portfolio’s assets in the market (taking account of thetime required for liquidation and the price or value at which those assets can be liquidated andtheir sensitivity to other market risks or factors), the material commitments which the Companymay have from time to time, and the impact that sales may have on the underlying prices orspreads of the Listed Portfolio’s individual assets.

Allocation between the Private Portfolio and Listed Portfolio

The Management Team, in consultation with the Board, will determine the proportion of theCompany’s investments that will be allocated to the Private Portfolio and the Listed Portfolio fromtime to time, subject to the overall supervision and oversight of the AIFM.

In determining the allocation, the Board and the Management Team will have regard to thediversification and spread of risk in the Company’s Investment Portfolio as a whole, the availabilityof appropriate Sustainable Infrastructure Investments for inclusion in the Private Portfolio, thevaluations of investments suitable for the Private Portfolio relative to those suitable for the ListedPortfolio, and such other prudential factors as the Management Team and the Board deemappropriate.

Investment Restrictions

In order to ensure a spread of investment risk, the Company has adopted the following investmentrestrictions that will apply to the acquisition of any Sustainable Infrastructure Investment:

(a) No more than 20 per cent. of the Net Asset Value of the Investment Portfolio as a whole willbe invested in any single Sustainable Infrastructure Project;

(b) No more than 20 per cent. of the Net Asset Value of the Investment Portfolio as a whole willbe invested in any single asset that forms part of, or any Project Entity formed in respect of,any Sustainable Infrastructure Project;

(c) No more than 10 per cent. of the Net Asset Value of the Listed Portfolio may be invested insecurities issued by the same issuer;

(d) No more than 40 per cent. of the Net Asset Value of the Listed Portfolio may be invested insecurities issued by issuers in respect of which the Company has an exposure of more than5 per cent. of the Net Asset Value of the Listed Portfolio;

51

(e) No more than 30 per cent. of the Net Asset Value of the Private Portfolio in aggregate shallbe invested in Sustainable Infrastructure Projects that are in their construction or developmentphases; and

(f) No more than 30 per cent. of the Net Asset Value of the Private Portfolio shall be invested inSustainable Infrastructure Projects located in non-OECD countries.

In addition, the Listing Rules currently restrict the Company from investing more than 10 per cent.of its total assets in other listed closed-ended investment funds, save that this investmentrestriction does not apply to investments in closed-ended investment funds which themselves havepublished investment policies to invest no more than 15 per cent. of their total assets in otherlisted closed-ended investment funds. The Company will comply with this investment restriction (orany variant thereof) for so long as such restriction remains applicable.

The investment restrictions apply at the time of making any investment. The Company will not berequired to rebalance its portfolio as a result of a change in the value of any investment or of theNet Asset Value of the Company as a result of the investment restrictions, save that the Companyshall have regard to its object of ensuring a spread of investment risk on a continuing basis. Thevalues of existing investments shall be as at the date of the most recently published Net AssetValue of the Company unless the Directors believe that such valuation materially misrepresents thevalues of the Company’s interests at the time of the relevant acquisition.

Where the Company invests in Sustainable Infrastructure Investments (either for the account of thePrivate Portfolio or the Listed Portfolio) indirectly through a holding entity or limited partnership orthrough another fund or other investment undertaking, the investment restrictions shall apply on alook-through basis to any Sustainable Infrastructure Investment(s) and Sustainable InfrastructureProject(s) held by such holding entity or fund or other investment undertaking in which theCompany invests (proportionate to the percentage interest the Company has in such entity, fund orundertaking).

While there are no restrictions on the amount of the Company’s assets which may be invested inany sub-sector of the Sustainable Infrastructure universe, the Company will, over the long-term,seek a spread of investments across industry sectors in order to achieve a broad balance of risk inthe Company’s portfolio. Shareholders should note that the actual asset allocation will depend (interalia) on the development of the Sustainable Infrastructure market, market conditions and thejudgement of the Directors, the Management Team, the AIFM and the Investment Committee.

Borrowing Policy

The Company may incur indebtedness up to a maximum of 50 per cent. of its most recentlypublished Net Asset Value prior to the time of such borrowing. The Company is able to borrow forboth working capital purposes and for investment purposes. Any decision to incur indebtedness willbe taken by the Management Team within such parameters as are approved by the Board fromtime to time. The Directors intend to keep borrowings to below 30 per cent. of the Company’s NetAsset Value, and the Company will only incur borrowings in excess of this target if the borrowingsare taken out on a short-term basis (i.e. with the intention of being repaid within 180 days).

There will be no limitations on indebtedness being incurred at the level of the Company’sunderlying investments on a non-recourse basis (and measures of indebtedness will, therefore,exclude debt in place at the underlying investment level) and any intra-group borrowings.

Hedging and Derivatives

The Company may enter into any hedging or other derivative arrangements which it may from timeto time consider appropriate for the purposes of efficient portfolio management, and the Companymay for these purposes make use of derivative instruments such as options, futures, options onfutures, swaps and other synthetic or derivative financial instruments.

The Company does not expect to engage in currency hedging on a regular basis. Given that aproportion of the Company’s assets will be denominated in currencies other than Dollars, theCompany will be subject to foreign exchange risks which could adversely or positively affect theNet Asset Value. The Company may hedge its exposure to non-Dollar assets, subject to suitablehedging contracts being available at appropriate times and on terms acceptable to the Company.

The Company may (but is not obliged to) hedge its exposure to movements in interest rates andthe cost of servicing debt drawn to finance investments. This may involve the use of interest rate

52

derivatives and similar derivative instruments. The Company may (but is not obliged to) also hedgeits exposure to changing levels of inflation using RPI swaps and similar derivative instruments.

It is intended that any currency, interest rate and inflation hedges and policies will be reviewed bythe Directors on a regular basis to ensure that the risks associated with movements in foreignexchange rates, interest rates and inflation are appropriately and efficiently managed. Suchtransactions (if carried out) will be undertaken for the purposes of effective portfolio managementand will not be carried out for speculative purposes.

Cash Management

While it is intended that the Company’s Investment Portfolio will substantially comprise both listedand unlisted investments, the Company may hold cash on deposit or cash equivalent instruments(such as money market instruments, money market funds and cash funds).

There is no restriction on the amount of cash or cash equivalent instruments that the Companymay hold and there may be times when it is appropriate for the Company to have a significantcash position instead of being fully or nearly fully invested.

The Company’s cash management counterparties will have a ‘‘single A’’ or higher credit rating asdetermined by any internationally recognised rating agency.

Changes to the Company’s Investment Policy

Any material change to the Company’s Investment Policy will be made only with the approval ofthe FCA and of the Shareholders by way of ordinary resolution, in each case in accordance with,and to the extent required, by the Listing Rules.

INVESTMENT STRATEGY

Thematic Approach

Sustainability is central to the Company’s investment selection process. The mitigation of ESG risk,often underestimated by the market, is an important driver of investment decisions in respect ofboth the Private Portfolio and the Listed Portfolio. The Company will make investment decisionsusing a risk-based, thematic approach to source appropriate companies, asset platforms andprojects. The Company’s Private Portfolio investments will be focussed on mitigation against thekey risks of resource scarcity, input price and project life-cycle cost volatility, and climate stress.The Company will provide economic and social impact reporting in respect of the Private Portfolio,detailing key environmental and job creation metrics. Listed Portfolio investments will be selectedfrom an investment universe which has been filtered to include only those companies with limitedcoal exposure and notably better CO2 emissions than the relevant power grid. The strategy’simpact is measured in terms of how much CO2 is avoided by investing in the underlying portfoliocompanies of the Listed Portfolio versus the wider peer group.

This thematic approach is central to the Company’s decision making process. The Companyinvests with a view to mitigating against and capitalising on what the Management Team believesare the three biggest risks facing our generation:

* Resource scarcity: affects supply chains and the ability to deliver services and products tomarket.

* Input volatility: increased input price volatility manifests as an increase in the cost of capital. Italso manifests as an increase in the life-cycle costs of assets.

* Climate stress: increased temperatures and increased frequency of climate events causesignificant financial loss and loss of life.

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These three risks and the opportunities that result from these risks are described below.

Input Volatility Resource Scarcity Climate Stress

Increased input price volatility manifests as increased cost of capital, volatile inputs on life-

cycle costs.

Affects supply chains and the ability to deliver services and products to market

Increased temperatures, sea levels and increased frequency of climate events cause

significant financial loss and loss of life

Opportunities to invest in infrastructure that mitigate against variability (e.g. renewables)

Opportunities to invest in waste, water and resource efficient infrastructure to deliver basic

infrastructure and services cost-effectively

Opportunities to invest in infrastructure that mitigate against climate variability e.g. smart

grids, energy storage and resilience infrastructure

Energy efficiency, solar, wind, geothermal, electricity storage, electricity metering, hydro,

district heating, ESCOs, brownfield and greenfield renewable generation, green ports,

Bio-Gas/AD, sustainable transport

Water concessions, water transportation, waste-to-higher-value plants, water treatment,

waste treatment, Bio-Gas/AD, mitigation banking, agricultural irrigation, sustainable

farming

Water transportation, energy storage, distributed generation, water storage and

water rights, mitigation banking, sustainable forestry, sustainable agriculture, smart grids

Target Allocation and Universe

The Company will invest primarily in two asset classes:

* private Sustainable Infrastructure Investments (forming the Private Portfolio); and

* listed equity investments in renewable generation, transmission and storage (forming theListed Portfolio).

The Company’s target sector allocation for, along with examples of, investments across the Listedand Private Portfolios is illustrated below.

25%

15%

40%

8%

12%

25%

15%

40%

8%

12%

Waste

Water

Renewable Energy

T&D and Storage

Other

Water Treatment Plants and Water Concessions

Sustainable forestry and agriculture

Sfa

WTP

Water transportation, storage, rights and agricultural irrigation Storage

T&D

Waste-to-Higher Value Waste Treatment, Recycling

Other (e.g. Green Transport etc.)

Wind

Solar Brownfield and Greenfield Renewable Generation

Other Renewable Power Generation (e.g.

Hydro, Geothermal)

Biogas and Anaerobic Digestion

Private Only

Public and Private

Key Investment Characteristics

As noted in the Company’s Investment Policy, the Company intends to invest in assets andbusinesses which the Directors believe have some, or all, of the characteristics noted below.

Stable cashflow generation potential over the long term

The Company aims to invest in Sustainable Infrastructure with long-term stable cashflows, whichare frequently based on contracted income streams. These may include Sustainable Infrastructure

54

assets whose cashflows are based purely on availability payment streams which are unrelated tocompetition since the payment obligations from users are fixed. Income streams may also bedependent upon user paid charges, or demand-based, and the Company will invest in these typesof assets where it believes that sound revenue projections exist or revenue levels have beenestablished.

Creditworthy counterparties supporting the revenue streams

The Company aims to make investments in projects and concessions with cashflows that are likelyto be ultimately payable by, or indirectly supported by, strong creditworthy counterparties,regardless of the geographic exposure of the investments. These counterparties include highlyrated private institutions and government entities.

Proven, experienced management teams and operators

The Company aims to be a partner for proven and experienced management teams and operators,particularly with respect to its private investments where it aims to play an active operating role.The Company believes that this will allow it to leverage its operational competence for the PrivatePortfolio. These criteria are equally important for the Listed Portfolio investments as companieswith experienced management teams are likely (inter alia) to deliver strong and stable shareholderreturns.

Evolution of the Investment Portfolio

There is no seed portfolio. As at the date of this Prospectus, the Company has not entered intoany legally binding agreements for the purchase of any Sustainable Infrastructure Investments(other than in connection with the transfer of the Greensphere Capital Partners business as agoing concern).

Private Portfolio

The Company aims to establish a diversified portfolio of Sustainable Infrastructure Investments byleading investments and controlling deals alongside third-party capital. This will enable theCompany to execute larger deals while remaining highly diversified and retaining control.

The Management Team anticipates that the Net Asset Value of the Company will be substantiallyinvested in the Private Portfolio within three years. Subject to suitable attractive investmentopportunities being available and favourable market conditions more broadly, the Company willseek to invest 50 per cent. of its Net Asset Value in the Private Portfolio by the end of the first fullfinancial year after Admission. It is envisaged that a sufficient proportion of Net Issue Proceeds willremain in cash so that meeting this target may not require a substantial liquidation of theCompany’s Listed Portfolio investments.

The Company is targeting being primarily invested in private Sustainable Infrastructure Investments,within three years of Admission, as follows:

* approximately 75 per cent. in the Private Portfolio; and

* approximately 25 per cent. in the Listed Portfolio.

The actual Investment Portfolio composition at any given time will reflect the opportunities availableto the Company, the performance and maturity of the underlying investments, and any liquidityfrom future capital raises and investment disposal proceeds.

Listed Portfolio

Following Admission, the Company will allocate a large proportion of the Net Issue Proceeds to theListed Portfolio managed by Ecofin and these proceeds will be invested prudently, in accordancewith the Investment Policy and in light of the then prevailing market conditions. This will allowinvestors to gain and maintain exposure to Sustainable Infrastructure assets and businesses andwill remain the case until such time that investment opportunities in the private infrastructurepipeline are executed.

Timely investment of the Company’s capital into listed securities will be important to minimise cashdrag and to allow the Company to begin to benefit from the expected long-term returns of theselected portfolio. Execution of this objective will require management of market timing risk as cashis swapped for equity exposure. Ecofin’s investment style is based on identifying sustainable, long-term value and, accordingly, the team will seek to get the initial capital invested ‘‘at market’’ ratherthan by taking a particular view on short-term market timing.

55

Deployment of the initial capital into the Listed Portfolio will reflect (inter alia) the anticipatedliquidity needs of the proposed Private Portfolio. Subject to this, and given the liquidity of the targetstocks, the Management Team will aim to have the Net Issue Proceeds 50-75 per cent. investedwithin a period not longer than three months after the date of Admission, assuming that marketvolatility stays subdued. The Company’s investible universe is notably less volatile than the equitymarket as a whole, but in the event of unusually high levels of volatility, the Management Teamand Ecofin (with advice from the Board and the Investment Committee from time to time) maydecide to accelerate or decelerate the investment programme.

Portfolio Construction

Private Portfolio

The Company intends to source Sustainable Infrastructure Investments in its target sectors that willultimately generate stable, asset-based cashflows and in Sustainable Infrastructure Projects withproven, experienced operators that may benefit from the Company’s active management style.Investments are likely to have an ‘‘angle’’ (for example, buy-to-build) to enhance returns andbenefit from private market ownership due to complexity or phase of development.

The Company will target a Private Portfolio composition based on stage of development, and willtarget no more than 20 per cent. of the Private Portfolio being invested in investments in theirdevelopment or construction phases. The Company will not undertake any direct construction ordevelopment itself, but this shall not prevent any of the Company’s investments from undertakingdevelopment or construction activities.

The composition outlined above is a target only and as at the date of this Prospectus theCompany has not entered into any legally binding agreements to purchase specific assets for thePrivate Portfolio (other than in connection with the transfer of the Greensphere Capital Partnersbusiness as a going concern).

The Company aims to leverage its deep sector expertise and global relationships to capitalise onthree primary sources of deal flow:

(1) Long-term partnerships with growing asset platforms alongside best-in-class SustainableInfrastructure operators: The Company aims to leverage its unique sector expertise to partnerwith strong private market Sustainable Infrastructure operators. The Company intends to takea minority stake (20-30 per cent. with significant minority protection and governance rights)while actively participating in the spearheading of the strategy and growth of those portfolios.

(2) Opportunistic large deals which leverage the expertise of the Management Team to managethird-party capital: The Company may lead, on an opportunistic basis, larger deals(significantly greater than the size of the Investment Portfolio), taking a minority stake itselfand bringing in private co-investment for the remainder of the value of the deal. This allowsthe Company to access significantly larger Sustainable Infrastructure Investments whilekeeping investment concentration limits well managed. The Company will target large assetpools that have high quality management teams and will be diversified in nature to reducesite-specific risks of assets.

(3) ‘‘Buy-to-build’’ platforms, retrofits, build-outs: The Company aims to take a focused andengaged approach to such investments. To the extent that the Listed Portfolio has exposureto relevant listed equity investments (including asset owners, developers and servicecompanies), the Company will have the ability to actively monitor, engage and participate inprivate market transactions that these companies develop.

The Private Portfolio will be constructed on a buy-to-hold strategy, with disposals being madeopportunistically or as part of an intention to syndicate out or underwrite a deal. In such case, thedecision to syndicate or underwrite will be in anticipation of additional management fees orunderwriting fees. Returns are anticipated to be a mix of capital appreciation and income. It isexpected that a typical Sustainable Infrastructure Investment in the Private Portfolio will be cashyielding, with a high proportion of the income (targeted at 70 per cent.) coming from contracted, orregulated revenue streams.

Listed Portfolio

Similar to the approach taken by the Management Team, the Ecofin investment team also takes athematic approach to investments by considering the key themes of climate stress and input pricevolatility. Ecofin’s thematic research on climate stress has enabled it to construct an investmentuniverse based on its proprietary generation mix database, and its research on input price volatility

56

has led it to construct a portfolio which is heavily weighted towards contracted assets with highquality credit-rated counterparties and Regulated Assets.

It is anticipated that the Listed Portfolio will generate income returns through dividends and otherdistributions received, as well as from capital appreciation as and when portfolio holdings are sold.Income returns are expected to accrue from the date of investment with capital returns accruing atthe point of sale.

The Listed Portfolio is expected to comprise investments in clean power generation assets andgrids, primarily in North America, Europe and Asia. Growth and investment in global power isprojected to be increasingly dominated by renewables. Utilities provide a major part of the fundingrequired to drive emissions reductions worldwide. By means of a proprietary database, Ecofin isable to compare the carbon footprint of every utility to that of the grid in which it sits, and tohighlight utilities whose assets are effectively ‘‘greening their grid’’ and those whose assets are‘‘dirtier’’ than average.

Global Annual Power Generation Capacity Additions (GW) 2016-203523

0

50

100

150

200

250

300

350

400

450

2015 2020 2025 2030 2035

Fossil Fuel and Nuclear Generation Reneweable Generation

Stage 1 of Ecofin’s approach filters for metrics such as liquidity, market capitalisation (greater thanUS$200 million) and owners of power generation and grids to produce an initial universe ofapproximately 375 companies with a combined market cap of US$1,800 billion. Stage 2 filters arethen applied to this universe to identify companies with relatively low CO2 emissions4 and a higherpercentage of clean electricity generation5 than their peers.

The resulting Renewable Infrastructure Universe for the Listed Portfolio consists of approximately150 companies with a combined market capitalisation of US$800 billion.

The Company believes that active and targeted engagement with companies is integral to theprocess and an important tool in achieving portfolio decarbonisation over the long term. Ratherthan divesting from or underweighting the more carbon intensive utilities, asset owners can insteadactively engage with these companies to encourage investment in cleaner generation, providing a‘‘live’’ measure of the carbon intensity of the local grid as the target to surpass. As their peersbecome cleaner generators, companies will have to move more quickly to meet the requiredstandards, resulting in a long-term virtuous circle which should encourage investment in ‘‘greeningthe grid’’ and enabling much needed electrification.

The Company believes it is important to compare the generation mix and carbon footprint of eachutility to that of the grid in which it sits, rather than to a global average, because the impact ofvarious types of generation differs based on the type of power it displaces. For example, a newgas-fired power station in predominantly renewables fuelled New Zealand would have quite anegative impact on the carbon footprint of the grid, whereas the same asset in predominantly coal

2 These are forecasts only and there is no guarantee that such projections will prove to be accurate.

3 BNEF New Energy Outlook 2017, Global Overview, Ecofin

4 CO2 emissions assessment: CO2/KWh by company and for the relevant grid; includes only those companies whose emissionsare at least 10 per cent. lower than the relevant grid.

5 Generation source analysis: excludes all companies with over 30 per cent. generation from coal.

57

fuelled China could have a positive impact. It is worth noting that this is the same methodologyused by the EU Emissions Trading System in calculating the value of carbon offset credits, andthat ‘‘carbon avoided’’ is the most common impact measure for private equity owners of cleaninfrastructure assets.

This approach dovetails with the Company’s aims to mitigate against input price volatility byeffectively investing in assets and businesses, globally, that are (in their jurisdiction) least exposedto these risks.

The Renewable Infrastructure Universe, from which the Listed Portfolio’s stocks are selected,comprises companies with wind, solar and/or hydroelectric generating assets, geothermal, waste-to-energy assets, and transmission and storage assets.

Ecofin selects stocks and will construct the Listed Portfolio from the resulting RenewableInfrastructure Universe by a process that focusses on quality metrics and company fundamentals,detailed asset/project modelling, and an assessment of share price valuations.

Complementing the Private Portfolio investment process, the stock selection process for the ListedPortfolio involves a thorough review of the regulatory environment in which each companyoperates. Ecofin conducts multiple meetings with regulators to develop an informed view onrevenue mechanisms and contractual relationships and analyses the credit quality of thecounterparties to all contracts, which varies by region. The team also carries out technology duediligence by meeting regularly with all the main equipment suppliers; Ecofin as a whole conductsover 250 meetings per annum worldwide.

This research enables the construction of detailed project-by-project or asset-by-asset models.These models capture the potential short-term variations in investment cashflows. Key variablesinclude tax attributes, debt structures, capacity payments, shorter term credits or subsidies, anddividend policies.

While Ecofin assesses multiple valuation metrics, the prime focus is the implied rate of return atwhich assets are being bought. This approach has proven to be effective and also rationalises thecomparison of listed equity opportunities with private equity opportunities.

Listed Portfolio composition

The Listed Portfolio is expected to comprise investments with characteristics that are similar tobelow. As at the date of this Prospectus, no investments have been made and no legally bindingagreements have been entered into in respect of the Listed Portfolio. This is a model portfolio forillustrative purposes only and there is no assurance that any of the investments referred to belowwill be made. The actual composition of the Listed Portfolio is likely to differ, possibly significantly,from the model portfolio below.6

Portfolio CharacteristicsNumber of positions 30-35Yield on invested portfolio 4.3%Beta (vs. MSCI World Utilities Index) 0.67VaR 95% 0.67%Sharpe (inception to date) 1.2Liquidity (20 days) 90.1%

Largest Positions (% of portfolio)Atlantica Yield USACapital Stage GermanyNRG Yield USANextEra Energy Partners USAInnogy GermanyLargest 5 positions typically 25-30% of theportfolio

% by Geography and Currency

North America

52%

34%

14%

Developed Europe

Asia Pacific

6 This is a model portfolio for illustrative purposes only. There can be no guarantee that the actual composition of the ListedPortfolio will be as illustrated. The model portfolio assumes a portfolio size of US$300m and is based on data derived fromEcofin Global Renewables Infrastructure Fund’s (EGRIF) portfolio. Data is as at 22 November 2017 unless otherwise stated.Beta is computed on the EGRIF invested portfolio weekly since inception. Liquidity estimate assumes a portfolio of US$300mand is based on the average liquidity for the last 12 months. VaR 95% means that 95% of the time, the daily loss should notexceed this level, based on 2 two years of daily return statistics.

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PART 2: BACKGROUND TO THE SUSTAINABLE INFRASTRUCTURE MARKET

Sustainable Infrastructure Market

The Company views the Sustainable Infrastructure market through the risk lenses of resourcescarcity, input volatility and climate stress. The Sustainable Infrastructure universe includesconventional categories such as renewable energy, transmission, distribution and storage ofenergy, waste treatment, green transport infrastructure, buildings and water supply (‘‘greyinfrastructure’’), as well as natural forms such as forests, wetlands and watershed protection(‘‘green infrastructure’’). Sustainable Infrastructure is designed, constructed, operated anddecommissioned in a manner which minimises the use of finite natural resources as well as itsimpact on the environment. The Company defines Sustainable Infrastructure as assets andcompanies which enable mitigation against the three risks set out above, which the Companybelieves are the defining risks of this generation.

These key theses affect investment returns and society in general through endemic health, welfareand economic problems. Events such as Hurricane Irma and issues such as plastic pollution andpoor air quality highlight how these three key risks can forcefully impact existing businesses andsupply chains. As government policies in the OECD nations where the Company intends to investcontinue to shift towards environmental sustainability, whilst being punitive towards pollution,Sustainable Infrastructure can help mitigate risks to investors and ensure efficient allocation ofcapital.

Key Thematic Risks

As set out above, the Company believes that the three key challenges faced by this generation areresource scarcity, input price and project life-cycle cost volatility, and climate stress. These risksare outlined in more detail below.

Resource scarcity

The challenge of resource scarcity is well demonstrated by the issues faced with respect to water.Data sourced from the World Resource Institute on global water stress statistics serves todemonstrate the extent of water resource scarcity globally. Approximately 38 per cent. of countrieswith the largest shale energy resources face water stress.7 In the UK, 34 per cent. of shale playsface high water stress8. This supports the increasing concern in relation to water constraintslimiting oil and gas production by way of hydraulic fracturing in shale plays. Furthermore, over 350million people live on land above shale plays, which is likely to lead to increased competition forwater resources in densely populated areas, semi-arid regions and during droughts. Such resourcescarcity endangers the economics of many large infrastructure projects and their supply chains,especially when set against a backdrop of water intensity in the world’s major industries. Data fromthe World Resources Institute shows that three out of the four largest global industries (asmeasured by industry revenue) are amongst the most water intensive9.

The resource scarcity challenge can also be demonstrated through consumption habits. Theeconomic costs associated with resource scarcity are exacerbated in regions where theconsumption of animal-based foods is greater than plant-based foods. The main economic costsrelate to intensive land use, greater water consumption and a larger carbon footprint (as a result ofchange in land use and agricultural production). In a stark comparison of protein consumed (pertonne), consumption of beef uses close to 140 hectares of land, over 100,000 cubic metres ofwater and has a carbon footprint of the equivalent of close to 2,500 tonnes of carbon dioxide,whilst the consumption of wheat uses under ten hectares of land, close to 20,000 cubic metres ofwater and has a carbon footprint of under the equivalent of 100 tonnes of carbon dioxide10. Suchanimal based consumption is forecast to increase. For example, global meat consumption isexpected to continue an upward trajectory and consumption in the industrialised countries wherethe Company intends to invest is forecast to be more than double the global average in 203011.

7 World Resources Institute, Global Shale Gas Development: Water Availability and Business Risks (2014).

8 World Resources Institute, ’40 Percent of Countries with Largest Shale Energy Resources Face Water Stress’ (2014).

9 World Resources Institute, ‘Many Industries Can Find Water-Energy Connections Somewhere in Their Value Chains’ (graphdata based on industry data for 2013 accessed via Bloomberg Terminal (Bloomberg 2015)).

10 World Resource Institute, ‘Animal-based Foods are More Resource Intensive than Plant-based Foods’, (data from Raganathanet al.) (April 2016).

11 World Health Organisation: http://www.who.int/nutrition/topics/3_foodconsumption/en/index4.html (accessed 7 November2017).

59

The risks posed by resource scarcity create the opportunity to invest in Sustainable Infrastructuresectors such as waste, water and resource efficient infrastructure to deliver infrastructure andservices in a cost-effective manner.

Input price and project life-cycle cost volatility

Input price and project life-cycle cost volatility creates an uncertain investment environment. TheWorld Energy Council’s 2017 World Energy Issues Monitor reports that commodity prices are thebiggest single critical issue fuelling high uncertainty in the global energy sector. The rate of changeof the energy transition from traditional non-renewable energy sources to renewable sources andchanges in global supply and demand dynamics (for example, expected energy demand for electricvehicle charging, collective behavioural changes driving periods of peak demand and technologicaladvancements in storage and batteries) are driving such uncertainty.

The challenge of input price and project life-cycle cost volatility manifests itself in investmentsthrough the increased cost of capital required to cater for additional risks and uncertaintiesassociated with such volatility. An example is the requirement for debt financing coverage ratiosthat leads to increased project economic pressure.

The risks associated with input price and project life-cycle cost volatility create an opportunity forinvestment in Sustainable Infrastructure that mitigates against such variability (for example,renewable power generation).

Climate stress

The challenges faced as a result of climate stress are easily observable. The incidence of climatestress-related events has increased over recent decades. For example, the incidence of category 4and 5 hurricanes has increased across all ocean basins as illustrated by the chart below12.

1

10

16

36

23

85

7

22

25

49

50

116

North Indian

SouthwesternPacific

North Atlantic

East Pacific

South Indian

West Pacific

1975-1989 1990-2004

Climate stress events are financially and economically costly. Financial losses from climatological,meteorological and hydrological events have significantly increased since 1980; global financiallosses were approximately US$15 billion in 1980, reaching approximately US$70 billion in 201413.

The challenges associated with climate stress-related events create opportunities to invest inSustainable Infrastructure mitigating against potential causes of climate stress, including smartgrids, energy storage, resilience infrastructure and renewable energy. Agricultural investmentopportunities also exist. Where climate stress results in less rain and lower water supplies inpopulated regions where much of the global food production takes place, there is the opportunity toimprove land and water management practices and systems.

12 Science (P.J. Webster et al.), ‘Changes in Tropical Cyclone Number, Duration, and Intensity in a Warming Environment’(September 2005).

13 OECD Policy Perspectives, ‘Adapting to the Impacts of Climate Change’ (2015) (based on data from the Emergency EventDatabase) (n.d.), ‘The International Disaster Database’, Centre for Research on the Epidemiology of Disasters,www.emdat.be/ (accessed 27 February 2015).

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Key Trends in Driving Dislocations and Opportunities in Sustainable Infrastructure

The three generational risks outlined above have been driving certain key trends (both dislocationsand opportunities) in Sustainable Infrastructure.

Emergence of grid parity of renewables globally

In 2015 capacity from renewables represented 61 per cent. of the increase in global generationcapacity at 154GW. While it is generally accepted that solar has hit grid parity in a number ofcountries, the recent CFD (Contracts for Difference) auctions in the UK are another example ofwhere a traditionally more expensive and complex renewable solution (offshore wind) has comedown the cost curve sufficiently so as to be priced competitively (in this case, more cheaply thannew gas generation in the UK).

In addition, a number of markets in which the Company may invest have reached an inflectionpoint where renewables are projected to become the cheapest form of new power generation by2020. Solar is already at least as cheap as coal in Germany, Australia, the US, Spain and Italy.The levelised cost of electricity from solar is set to drop another 66 per cent. by 2040. By 2021, itis expected to be cheaper than coal in China, India, Mexico, the UK and Brazil14.

As renewables have started to become cost-efficient and indeed cost-competitive with traditionalforms of generation, a growing number of countries have held auctions to deploy renewables in awell-planned but flexible cost-efficient and transparent manner. At the end of 2016 at least 67countries had held such auctions, up from only 6 at the end of 2005. Recognising this cost-competitiveness, regulators have also been making changes (to the grid or otherwise) to allow forthe integration of variable distributed renewable power. For example, grid operators havesuccessfully integrated up to 30 per cent. variable renewable energy without increasing storagecapacity15.

From a risk perspective, the Company views subsidies as a potential risk in any investment caseas they are primarily based on government budgets and are therefore subject to changing policiesand priorities. Fossil fuels received almost four times the subsidies (US$490bn) that renewableenergy received (US$135bn) in 2014. While the countries providing the subsidies are primarily thelarge fossil fuel producing nations, the Company believes that with increased pressure on budgetsand with competitive alternatives such as renewable generation, the risk of price and input volatilityfrom fossil fuels will increase.

Decreasing life-cycle costs of renewables

Life-cycle costs are a significant factor when modelling returns in infrastructure projects. Thereplacement cost of plant and equipment required to generate renewable electricity has beendecreasing rapidly. Projects that have not contracted their offtake agreements appropriately couldbe left with significant obsolescence risk. However, projects that have contracted appropriately andhave the ability to repower could in due course see significant upside from repowering the projectsat costs far lower than in fossil fuel generation where the costs have been increasing.

For example, in the solar industry, solar panel prices declined by 30 per cent. in 2016 and another20 per cent. decline is expected in 2017. With panels often accounting for up to 40 per cent. ofutilities’ costs when building large-scale solar energy plants, falling prices mean more affordablesolar development16.

When it comes to wind-powered generation, manufacturers have been increasing the length ofwind turbine blades over the past several years, while engineers are adding more height to windturbine towers. Both factors have resulted in big changes to power production and efficiency,ultimately reducing the cost of wind energy. For instance, in central regions of the US, wind is nowthe least expensive type of power, at approximately US$30/MWh, compared to US$40-60/MWh fornatural-gas-fired power generation, the next cheapest form of fuel.

Analysts increasingly believe that utilities with deregulated power plants, which must compete tosell power, will generally experience greater upside if they are leaders in renewable energydevelopment, and additional downside if they own large fleets of fossil and nuclear power plants incompetitive markets with cheap renewable energy17.

14 Bloomberg New Energy Finance, ‘Global Wind and Solar Costs to Fall Even Faster While Coal Fades Even in China and India’,(June 2017).

15 IRENA, ‘Re-thinking Renewable Energy 2017’ (2017).

16 Morgan Stanley, ‘Renewable Energy Hits Global Tipping Point’ (2017).

17 Morgan Stanley, ’Renewable Energy Hits Global Tipping Point’ (2017).

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Changing energy demand patterns

New uses for electricity where direct current utilising appliances are primarily used in the domesticsetting, increased usage of smart grids, a rise in electric vehicles and changing technology enabledbehaviour, such as time-shifted television and media consumption, have all led to a change inenergy demand patterns. This, coupled with the ability of households to become mini-generationcentres through simple purchases of solar panels for their rooftops, means that new demandpatterns are emerging. For example, 16 years ago, an episode of EastEnders, the hugely popularUK soap opera watched by around 7 million people, would prompt an increase in electricity use ofabout 660MW as people across the country turned on their kettles to make a cup of tea after theprogramme. Today, that figure is much lower at around 200MW. The key driver for this is the wayBritish people are now watching television and consuming media. In 2015, time-shifted viewing (therecording of a show to watch later) accounted for 13 per cent. of television viewings by the Britishpeople, up from approximately 6 per cent. in 201018.

This changing demand pattern has implications for how homes are wired (direct current only gridsand smart meters) and for the generation capacity required in any one district or country.

Emerging technologies and markets

The emergence of technologies such as blockchain and more advanced batteries are changinghow countries think about their energy providers and markets. Blockchain uses decentralized datastorage to record digital peer-to-peer transactions. Rather than having a central administrator, like atraditional database (such as those used by banks, governments and accountants), a blockchainhas a network of replicated databases, synchronised via the internet and visible to anyone in thenetwork.

In the energy sector, this could mean the diminished importance of third-party intermediaries. InMarch 2016, a trial run19 of a blockchain technology application for electricity in New York allowedelectricity to be sold from one neighbour to another via a blockchain system for the first time. Intheory, this makes each household an Independent Power Producer (an ‘‘IPP’’) such that aperson’s solar panels could be making them money while they are on holiday. Smaller IPPs could,in theory, begin to bypass the large clearing utilities.

The Management Team has keenly followed this trend as it impacts brown power prices, allows forinnovative and lucrative new business models, and also affects both the existing portfoliocompanies it manages and the portfolio companies which it may manage in future as part of thePrivate Portfolio. This trend further affects the types of long-term contracts the Management Teammay enter into in the future.

Urbanisation

Over half of the world’s population live in urban areas and this is likely to reach 70 per cent. of thepopulation by 2050. Much of global urbanisation is due to rural-urban migration. Such growth isespecially commonplace today in developing countries, where job opportunities and levels of payare far higher in urban areas than they are in rural areas20.

Infrastructure demands posed by urbanisation, from food sourcing to waste and sewage disposal,have been a particular challenge for developing and OECD countries alike. The Company hasidentified a particular opportunity to meet these challenges through investment in sustainableagriculture, waste treatment, recycling, smart grids, green housing and urban green transportinfrastructure.

Air quality deterioration

Air quality in most cities worldwide that monitor outdoor (ambient) air pollution fails to meet WHOguidelines for safe levels, putting people at additional risk of respiratory disease and other healthproblems. The WHO’s urban air quality database covers 1600 cities across 91 countries, 500 morecities than the previous database (2011), revealing that more cities worldwide are monitoringoutdoor air quality, reflecting growing recognition of air pollution’s health risks. Only 12 per cent. ofthe people living in cities reporting on air quality reside in cities where this complies with the WHOair quality guideline levels. About half of the urban population being monitored is exposed to airpollution that is at least 2.5 times higher than the levels the WHO recommends, putting those

18 The Financial Times, ‘On-demand TV switches off National Grid power spike for a cuppa’ (October 2016).

19 New Scientist, ‘Blockchain-based microgrid gives power to consumers in New York’ (March 2016).

20 Royal Geographical Society (with IBG), ‘21st Century Challenges – Urbanisation’ (2017).

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people at additional risk of serious, long-term health problems. In most cities where there isenough data to compare the situation today with previous years, air pollution is getting worse.Many factors contribute to this increase, including reliance on fossil fuels such as coal fired powerplants, dependence on private transport motor vehicles, inefficient use of energy in buildings, andthe use of biomass for cooking and heating21.

Poor air quality is also of concern in manufacturing processes that require high air purity. TheManagement Team believes that, increasingly, there are opportunities to invest in both commercialand domestic air purification infrastructure systems, which people are both keen to pay for as wellas see subject to significant demand. In the case of commercial systems, the Management Teambelieves that very high quality counterparties exist making the investment case in this sector bothcompelling generally as well as one expected to contribute to the Company’s investment objectives.

Increased incidence of severe climatic events

The past decade has seen a significant increase in the incidence of climatic events, the number ofpeople affected by these events22 and the financial loss23 associated with these events.

The impact of such events has focused the minds of governments worldwide, whether it be onmitigating against the effects of drought, ensuring flood defences are properly maintained or onmaking electricity grids more resilient against storms. Many of these investments are availability-based in nature and the Company and its Management Team are monitoring the progress of thefirst resilience projects that are emerging as they believe these will be assets with steady long-termincome streams and that governments, and the societies that vote them in, will increasingly placesignificant importance on such assets being operated professionally. Specifically, the expertiserequired in many instances (for example, purification systems and warning systems) needsspecialist provision and while the operations may indeed be run by the government or publicsector, there are expected to be significant opportunities to invest in private concessions tomanage assets owned by these governments.

Increasing pressures on food stocks

Over the last century, the global population has increased fourfold. Today there are 7.6 billionpeople globally and we may reach 9.8 billion by 205024. This growth, along with rising incomes indeveloping countries (which typically cause dietary changes such as eating more protein andmeat), is driving up global food demand.

Food demand is expected to increase by anywhere between 59 per cent. and 98 per cent. by205025. This will shape agricultural markets in ways we have not seen before. Farmers worldwidewill need to increase crop production, either by increasing the amount of agricultural land to growcrops or by enhancing productivity on existing agricultural lands through fertilizer and irrigation andadopting new methods such as precision farming. However, the ecological and social trade-offs ofclearing more land for agriculture are often high, particularly in the tropics. Currently, crop yields(i.e. the amount of crops harvested per unit of land cultivated) are growing too slowly to meet theforecasted demand for food.

Many other factors, from climate change to urbanization, to a lack of investment, will also make itchallenging to produce enough food. For example, the Brazilian state of Mato Grosso, one of themost important agricultural regions worldwide, may face an 18 per cent. to 23 per cent. reductionin soy and corn output by 2050 due to climate change26. The Midwestern US and EasternAustralia, two other globally important agricultural regions, may also see a substantial decline inagricultural output due to extreme heat.

While advanced logistics, transportation, storage, and processing are also crucial for making surethat food goes from field to fork, the risks of resource scarcity, climate stress and input volatilityincreasingly affect this supply chain in ways that present significant opportunities.

21 World Health Organization, ‘Air quality deteriorating in many of the world’s cities’ (May 2014).

22 Students on Climate Change, ’Gilbert: Natural Disasters & Climate Change’ (August 2015).

23 Guardian, ’Eight ways climate change is making the world more dangerous’ (July 2014).

24 United Nations, ‘World Population Prospects’ (2017)

25 Journal of Agricultural Economics, ‘The future of food demand: understanding differences in global economic models’(December 2013).

26 Harvard Business Review, ‘Global Demand for Food is Rising. Can we meet it?’ (2016).

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The Company has identified opportunities in sustainable agriculture, agricultural irrigation andagricultural water rights and transportation. In sustainable agriculture in particular, we see a sectorthat increasingly looks like ‘‘infrastructure’’, not only in the asset-based nature of the investment(hydroponics and aquaponics) but primarily in how the contracts have developed, namely long-termcontracted inputs that can now be bought increasingly from renewable sources (such as water,fertiliser, heat and electricity) and outputs with long-term creditworthy contractors (often with creditratings higher than many utilities).

Market Opportunity and Developments in the Investment Universe

The opportunities to invest in Sustainable Infrastructure are expanding. In 2016 global SustainableInfrastructure investment had reached US$22.9 trillion, an increase of 25 per cent. since 201427.Investment flows are increasingly being directed towards Sustainable Infrastructure; recent figuresshow that sustainable funds saw assets under management almost double in 2016, with impactinvesting nearly quadrupling28.

The growth in global Sustainable Infrastructure investments has been focused on capitalising onthe trends in the sectors described below.

Sustainable resilient infrastructure

The UN estimates that a further US$90 trillion needs to be invested in infrastructure over the next15 years to respond appropriately to trends in climate stress (including severe weather events) andpopulation growth (particularly urban growth)29. These significant global climatic and demographicchanges highlight the need for greater investment in resilience. It is also important for governmentsto create clear and predictable policy frameworks and to have a transparent pipeline of investableresilience projects.

Investments in resilience would mean institutional investors would be able to invest in assetclasses with a steady long-term income stream whilst mitigating against the challenges of climatestress and population growth that are currently worsening. Investors are also becoming increasinglyinterested in using the environmental, social and corporate governance profile of companies as ameasure by which to evaluate their attractiveness; as institutional capital rightly flocks to suchinvestments, investment managers are (and should) take heed to consider the attractiveness oftheir investments for the capital they manage. An example includes the proliferation of ‘‘greenbonds’’. The size of the climate-related bond market is estimated to be US$895 billion in 2017,having increased by US$201 billion since 201630, illustrating that these asset classes are becomingmore attractive to investors.

27 Global Sustainable Investment Alliance, ‘Global Sustainable Investment Review 2016’, (March 2017).

28 Financial Times, ’Fund Review: Interest in sustainable strategies soars’ (July 2017).

29 UN Global Commission on the Economy and Climate, ‘The Sustainable Infrastructure Imperative: Financing for Better Growthand Development’ (October 2016).

30 Climate Bonds Initiative, ‘Bonds and Climate Change: The State of the Market’ ( 2017).

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Sustainable energy supplies

Investment into renewable energy generating assets continues to exhibit robust growth over thelong term. This is partly driven by the changing cost dynamics of renewable technologies. TheLCOE (levelised cost of energy, or the value of the unit-cost of electricity over the lifetime of agenerating asset) of alternative technologies has fallen and competes well against conventionaltechnologies as shown below31. The LCOE of alternative technologies is expected to continue tofall as technological advancements are applied and realised. Conventional technologies on theother hand are experiencing increasing cost curves. Energy generation through renewabletechnologies has therefore become a viable alternative for fossil fuel-based generation.

Levelised Cost of Energy by Technology Type $ / MWh

$42

$60

$112

$96

$156

$68

$197

$0

$30

$20

$45

$110

$55

$77

$106

$98

$43

$78

$143

$183

$231

$210

$106

$281

$50

$60

$300

$95

$155

$114

$117

$167

$181

$82

$0 $50 $100 $150 $200 $250 $300

Gas Combined Cycle

Coal

Nuclear

IGCC

Gas Peaking

Natural Gas Engine

Diesel Engine

Energy Efficiency

Wind

Hydro

Landfill Gas

Biogas

Biomass

Geothermal

Fuel Cell

Solar Thermal Tower

Solar PV - Utility Scale

Conventional Technologies Alternative Technologies

Furthermore, as the cost of capital for fossil fuel based generation increases, the attractiveness ofrenewable technologies is expected to continue to increase.

Investment in renewable energy has also been spurred on by regional policies and regulatory andeconomic structures that have the primary goal of combatting climate stress. With incentives forrenewable energy options being reinforced by trends in the cost of renewables, renewable energygenerating capacity is expected to command over 60 per cent. of the more than 9,700GW of newgeneration capacity as well as 65 per cent. of the US$12.2 trillion of power investments from 2015to 2040. As of 2012, fossil fuel generation commanded 65 per cent. of the more than 5,500GW ofgenerating capacity32.

Energy and resource efficiency

Asset finance for smart meters and energy storage, plus equity raised for specialist companies inenergy efficiency, storage and electric vehicles, totalled a record US$41.6 billion in 2016, up 29 percent. from 201533. The World Business Council for Sustainable Development estimates that by2050 the world will need a four- to ten-fold increase in resource efficiency.

31 Lazard, ‘Levelized Cost of Energy Analysis, Versions 9 and 11 (2015 and 2017);World Energy Council, ‘World Energy Perspective – Cost of Energy Technologies’ (2013); andPeak Energy, ‘The LCOE Of Renewable Energy’.

32 Bloomberg New Energy Finance, ‘Long Term Outlook for the Global Power Sector 2015 MENA Clean Energy Forum’(December 2015).

33 UNEP, ‘Global Trends in Renewable Energy Investment’ (2017).

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Key sectors for energy and resource efficiency have significant growth potential as shown in thesummary table below34.

$345

$30

$120

$180

$325

$79

$5

$49

$87

$15

Energy Industry

IT Services

Mechanical and Plant

Engineering

Building Technologies

Transportation and Logistics:

Cars

2008 2020

Annual Growth Commentary

29%

Technologies include, hybrid vehicles, electric vehicles and conventional combustion engines (though more efficient)

Combustion expected to remain the dominant technology, particularly with low oil prices

6% Levers for energy efficiency improvements include heating systems and insulation for heat consumption and white goods efficiency, lighting, and “smart” home solutions

8% Includes products for process production

In particular, automation and control tech, industrial motor systems, heat recovery and IT infrastructure

16%

Customized IT solutions and associated services

Includes solutions for centralised energy management, traffic management systems and smart grid solutions (e.g. optimising electricity distribution and smart metering in households)

13% New markets have developed to reduce greenhouse gas emissions in power generation

Key trends are that of expansion in renewable energy and increased use of nuclear energy

Global Revenues per annum EUR billion

Waste

Waste management techniques have gained popularity in recent years. Traditional forms of wasteremoval (namely, the dumping and burning of waste) have a significant and detrimental impact interms of air pollution and climate stress. The utilisation of waste management technologies hasgrown in popularity with over 2,500 projects worth US$309 billion in development between 2013and 2014. Energy recovery from waste (particularly municipal) has steadily increased since the late1980s, particularly in Europe. The trend has been augmented by several government policies, forexample the continuing support for the waste-to-energy plants across Europe and the work towardsbinding targets in 2020 under the EU Renewable Energy Directive. The industrial waste servicesmarket worldwide generated revenues of over US$350 billion in 2013 and is now poised to growrapidly to deliver revenues of over US$750 billion in 2020, a compounded annual growth rate of9.9 per cent.35.

34 McKinsey ‘Energy efficiency: A compelling and global resource’ (2010).

35 Frost & Sullivan, ‘Smart Solutions Fundamental to Growth of Global Industrial Waste Management Services, according toFrost & Sullivan’ (September 2014).

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Water

Many factors are expected to drive requirements to invest in the water sector. Annual globalpopulation growth is currently estimated to be around 1 per cent. per annum up to a maximum of3.5 per cent. per annum36. Coupled with accelerating urban migration, demand for robust waterinfrastructure is increasing. There has been significant underinvestment in the ageing waterinfrastructure of developed nations, much of which was built in the late 19th and early 20th

centuries (with estimated useful lives of 60-80 years), and repairs and upgrades are required andexpected. An estimated 30 to 40 per cent. of water is lost to leakage in such systems37. Increasedregulation also has a role to play as water infrastructure (particularly water treatment) has movedsharply up governments’ agendas. This is evidenced by the increase in regional regulations todrive investment across Europe, the US and Asia. While changes in global temperatures andprecipitation patterns alter runoff and evaporation patterns, the quantity of water in glaciers, snowpack, lakes, wetlands, soil and groundwater is also driving investment into the water sector.

The following table outlines where the Company expects to observe the most growth within thewater subsectors38.

Technology Sector Commentary Estimated Global Sector

Growth Rate

Water Treatment, Water Testing and Other Equipment

Technologies tend to be highly specialised with niche aplications Relatively few market participants Businesses focus on fulfilling increasingly strict water purity regulations Equipment businesses have some cyclical exposures to construction

3-7%

Water and Wastewater Projects

Globally a steady growth sector Driven by government commitments and regional regulations to invest heavily in water infrastructure

6.2%

Irrigation and Water Infrastructure

Includes water reuse, conservation and irrigation equipment Demand reduction products and metering infrastructure are predominantly developed market technology Some degree of construction market exposure

6-12%

Desalination, Membranes

Generally less cyclical than water infrastructure companies Product wear and tear produce high proportion of recurring ‘consumables’ revenues Companies have high value-added products which command higher margins

15-20%

Direction of increasing growth

36 Michael Kremer, ‘Population Growth and Technological Change: One Million B.C. to 1990’, Quarterly Journal of Economics.,(August 1993), pp.681-716, UN Population Division – 2015 Revision; and World Bank, ‘Health, Nutrition, and PopulationStatistics’ (2007).

37 BNP Paribas Investment Partners, ’White Paper – The Case for Investing in the Water Sector’ (April 2013).

38 Impax Asset Management, ’Investing in Water: Global Opportunities in a Growth Sector’ (January 2013).

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PART 3: MANAGEMENT AND ADMINISTRATION

THE DIRECTORS

The Directors are responsible for managing the Company’s business in accordance with its Articlesand Investment Policy and have overall responsibility for the Company’s activities, including itsinvestment and capital raising activities and for monitoring the performance of the Company’sportfolios and reviewing and supervising its delegates and service providers. All material investmentrecommendations made by the Investment Committee also require the approval of the Directors.

The Directors may delegate certain functions to other parties. In particular, the Directors havedelegated responsibility for the Company’s risk and portfolio management to Ecofin who will act asthe Company’s AIFM on the terms of the AIFM Agreement and will manage the Company’s ListedPortfolio on the terms of the Listed Portfolio Management Agreement. The Company and Ecofinhave appointed Greensphere Capital Partners as the manager of the Private Portfolio on the termsof the Private Portfolio Management Agreement.

The Board comprises five Directors, three of whom (Mr Nolan, Mr Peckham and Mr Yadigaroglu)are non-executive and independent of Greensphere Capital Partners and Ecofin. Two of theDirectors are not independent of Greensphere Capital Partners (Ms Seshamani and Mr Moulton).Ms Seshamani is the Company’s Chief Executive Officer and Mr Moulton is a non-executivedirector.

The Directors are as follows:

Ian Nolan (Non-Executive Chairman and Chairman of Investment Committee)

Mr Nolan led the team which was recruited by the UK Government in 2011 to establish the UKGreen Investment Bank, and was its Chief Investment Officer until 2014. Previously, Mr Nolan heldthe position of Chief Investment Officer at 3i PLC. Ian has three decades of experience in finance,private equity and investment management. Mr Nolan qualified as a chartered accountant withArthur Andersen and graduated with a BA in Economics from Cambridge University.

Jon Moulton (Non-Executive Director and Investment Committee member)

Mr Moulton is currently serving as Chairman of the Better Capital private equity funds, Finncap,AMR Centre Ltd and of The International Stock Exchange Group. Mr Moulton was formerlyManaging Partner and founder of Schroder Ventures where he served from 1985 to 1994. MrMoulton was also the Managing Partner of Alchemy Partners, which he founded in 1997. MrMoulton has also previously worked with Citicorp Venture Capital, Permira and was a Director atApax Partners. He was an inaugural member of the British Venture Capital Hall of Fame andserves on the board of the Corporate Finance Faculty of The Institute of Chartered Accountants.He has sat on the boards of several public companies and is currently a director of a number ofprivate companies and charities.

Simon Peckham (Independent Non-Executive Director)

Mr Peckham qualified as a solicitor in 1986 and joined Wassall PLC in 1990 and became anExecutive Director in 1999. He worked for the equity finance division of the Royal Bank of Scotlandbetween October 2000 and May 2003 and was involved in several high profile transactions. MrPeckham is chief executive director of Melrose PLC.

Divya Seshamani (Chief Executive Officer and Investment Committee member)

Ms Seshamani is currently a partner of Greensphere Capital Partners and was formerly a Partnerof TPG Europe LLP and a Director/Council Member of Marine Current Turbines Limited and theRoyal Institute of International Affairs (Chatham House). Ms Seshamani holds a Bachelor of Artsdegree and Masters of Arts degree in Politics, Philosophy and Economics from Oxford Universityand a Master of Business Administration degree from Harvard University.

Ion Yadigaroglu (Independent Non-Executive Director)

Mr Yadigaroglu joined Capricorn Investment Group in 2004 and currently serves as the Partner andManaging Principal. He was previously the Director of Business Development (M&A) with KochIndustries and Founder and CEO of Bivio. Mr Yadigaroglu was a research fellow at ColumbiaUniversity and holds a Masters in Physics from Eidgenossische Technische Hochschule Zurich inSwitzerland and a Ph.D. in Astrophysics from Stanford University.

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THE INVESTMENT COMMITTEE

The Company has established an investment committee with responsibility for reviewing, on atransaction-by-transaction basis, the investment and divestment decisions made by theManagement Team in relation to the Private Portfolio and, if considered appropriate, makingrecommendations to the Board to approve such decisions, (as set out in more detail in the sectionheaded ‘‘Investment Approval’’ below). Subject to appropriate supervision and oversight by theAIFM, the Board will be responsible for approving or rejecting recommendations made by theInvestment Committee.

The Investment Committee comprises of three Directors, namely Mr Nolan (who will act as theChairman of the Investment Committee), Ms Seshamani and Mr Moulton and additionally:

Deirdre Cooper

Ms Cooper joined Ecofin in 2007 and is Head of Investment Research and Head of Sustainability.Ms Cooper was, previously, an investment banker at Morgan Stanley where she led Europeanrenewable energy coverage and built an investment banking and principal investing franchise. Shehas worked in the micro-finance sector in the US and Pakistan, and is a member of the advisoryboards of Girls Who Invest, Imperial College’s Centre for Climate Finance and Investment, and theShell Foundation. She was formerly a director of Solel Solar Systems. Ms Cooper has an MBAfrom Harvard Business School (Baker Scholar) and a BA from University College Dublin.

Paul Lester CBE

Mr Lester has over 30 years’ experience at the senior management or director level of businesses.Mr Lester currently serves as Non-Executive Chairman of Signia Wealth and Knight Square. MrLester is also an Independent Non-Executive Chairman of Essentra PLC, a FTSE 250 company,and Forterra PLC, a FTSE 350 company. Paul previously served as Non-Executive Chairman ofJohn Laing Infrastructure Fund Limited, a FTSE 250 company, where he led the initial publicoffering of the fund in 2010; and was a non-executive Director of Invensys, a FTSE 100 company,and Chief Executive of VT Group Plc, amongst a variety of other directorships.

Mr Lester holds a Bachelor of Science with Honours degree in Mechanical Engineering and adiploma in Management Studies from Nottingham Trent University. Mr Lester is a CharteredEngineer, a Fellow of the Institution of Mechanical Engineers and a member of Her Majesty’sMajor Projects Review Group. Mr Lester was awarded a CBE in 2007.

William Orum

Mr Orum is currently a Partner at Capricorn Investment Group which he joined in 2004. Previously,Mr Orum was an investment banker in Merrill Lynch’s global industries group in Palo Alto. MrOrum received a BA from Amherst College and an MBA with specialization in finance andeconomics from the NYU Stern School of Business, both with honours.

Dr Teh Kok Peng

Dr. Teh Kok Peng was President of GIC Special Investments from April 1999 to June 2011, andremained a board member, as well as Advisor to GIC, through June 2013. Prior to that, he wasconcurrently a deputy managing director of GIC and the Monetary Authority of Singapore. Dr. Tehobtained a first class honours economics degree at La Trobe University in Australia, a Ph.D. atNuffield College, Oxford University and attended the AMP course at Harvard Business School in1989. He began his career with the World Bank in 1975 under its Young Professionals Program.Dr. Teh is chairman of Azalea and Lu International, a board member of Sembcorp Industries,Fullerton Health Corporation and Taikang Life, and Senior Adviser of China International CapitalCorporation. He is a member of the Advisory Board of CM Capital Corporation and CampbellLutyens. Additionally, Dr. Teh is a member of the Trilateral Commission.

THE MANAGEMENT TEAM

The Management Team has responsibility for the day-to-day activities of Greensphere Advisors,and will manage the Private Portfolio, any co-investments and managed accounts as well asassisting Greensphere Capital Partners in managing the investments to which the LegacyManagement Agreements relate. The Management Team is subject to the overall monitoring andsupervision of the Directors and the Investment Committee in respect of its investment activities.The Management Team, in consultation with the Investment Committee, will determine the

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proportion of the Company’s investments that will be allocated to the Private Portfolio and theListed Portfolio from time to time, subject to the overall supervision and oversight of the AIFM andthe Board.

The Management Team includes Ms Seshamani and additionally:

Solomon Awoyinka (Vice President (Investments))

Mr Awoyinka is a Vice President of Greensphere Capital Partners. Based in London, he focusseson sourcing, leading and executing deals for the firm’s investments in sustainable infrastructureassets and is actively managing the firm’s existing portfolio. Educated at Oxford University(BA (Hons) in Economics and Management), Mr Awoyinka has a broad range of experience inM&A and corporate finance in the transportation, industrials and infrastructure sectors.

Mr Awoyinka began his career as an investment banker with Citi, gaining experience on both sidesof the Atlantic as part of the Transportation and Infrastructure team in London and the M&A teamin Los Angeles, then went on to work in Evercore’s Transportation and Infrastructure M&A team inits London office. Before joining Greensphere Capital Partners, Mr Awoyinka was an Associatewithin the Greensphere team at TPG Capital, before the team spun out in January 2017.Mr Awoyinka sits on the Board of Trustees as a Finance Director for a school in South EastLondon.

Itai Frisch (Vice President (Investments))

Mr Frisch is currently an advisor to global energy investors and funds, leading the execution andfinancing of predominantly renewable energy projects in the wind, solar and biogas sectors acrossEurope. Prior to this role, Mr Frisch gained his vast experience in leading and executinginvestments in the infrastructure and energy sector as an investment manager at NOYInfrastructure and Energy Investment Fund and as a Commercial Director at Siemens ThermoSolar Unit (CSP).

Mr Frisch began his career at Ernst & Young, specialising in transfer pricing, before joiningEuropean Property Finance as an associate director. Mr Frisch has an MBA from the LondonBusiness School and a BA in Economics and Business Administration from the Hebrew Universityof Jerusalem. He will initially assume a part time position with Greensphere Advisors.

Barry Collins (Vice President (Operations))

Mr Collins is a Finance Director of the Duranta and Greensphere Biomass groups. Mr Collinsfocusses most of his time working with CEOs at strategic, commercial and operational levels. Hehas previously spent 12 months as an Operational and Commercial Manager at GreensphereBiomass.

Mr Collins is a qualified accountant with experience in providing financial advice to companiesranging in size, from startups to PLCs, across several sectors including manufacturing, engineering,waste, energy, retail and services. Mr Collins has spent the past 10 years working in the recyclingand energy industry at both national and international level.

THE PRIVATE PORTFOLIO MANAGEMENT ARRANGEMENTS

Introduction

The Private Portfolio will be internally managed, with no external management or performance feesbeing payable. Greensphere Capital Partners will manage the Private Portfolio until such time asGreensphere Advisors (the Company’s wholly owned subsidiary) receives FCA authorisation, whichis expected to be within six months of Admission. The business of Greensphere Capital Partnerswill be acquired by and transferred to Greensphere Advisors on Admission except to the extentnecessary for Greensphere Capital Partners to carry out its interim management activities. Theacquisition of the Greensphere Capital Partners business gives the Company the resources tomanage the Private Portfolio and the Management Team will be employed by GreensphereAdvisors on Admission. Additionally, the Company will benefit from the management fee revenuefrom the Legacy Management Agreements.

As an alternative investment fund (or AIF), the Company is required to appoint an AIFM. Ecofinhas been appointed as the Company’s AIFM until Greensphere Advisors takes over this role, whichit is expected to do two years after Admission, provided it has the relevant FCA permissions inplace.

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Greensphere Capital Partners

Greensphere Capital Partners is a limited liability partnership incorporated in England and Waleswith registered number OC361535, whose members are Ms Seshamani and Mr Moulton.Greensphere Capital Partners is authorised and regulated by the FCA with FCA number 548063and it has applied to extend the scope of its regulatory permissions in connection with the PrivatePortfolio Management Agreement. It is anticipated that these permissions will be extended before,or shortly after, Admission. Greensphere Capital Partners is subject to the supervision and directionof the AIFM, the Directors and the Investment Committee in relation to the Private Portfolio.Further details of the Private Portfolio Management Agreement are set out in Part 8 of thisProspectus.

Greensphere Advisors and Shares to be Issued to Ms Seshamani and Mr Moulton

Greensphere Advisors is a newly incorporated wholly-owned subsidiary of the Company.Greensphere Advisors was incorporated on 18 October 2017 in England and Wales with registerednumber 11019811 under the Act, as a private company whose liability is limited by shares.Greensphere Advisors has been established as the operating subsidiary of the Company.

Greensphere Advisors is not currently regulated by the FCA. Shortly following Admission of theIssue Shares, Greensphere Advisors intends to apply to the FCA for the necessary regulatorypermissions for it to act as the Company’s AIFM and to perform other activities in respect of whichFCA authorisation is required. Once Greensphere Advisors receives authorisation from the FCA, itwill assume responsibility for the management of the Private Portfolio from Greensphere CapitalPartners and will take over as the Company’s AIFM from Ecofin two years after Admission of theIssue Shares. Greensphere Advisors is targeting receiving FCA authorisation within six monthsfrom Admission of the Issue Shares.

The consideration for the sale of the Greensphere Capital Partners business will consist ofGreensphere Advisors agreeing to procure that an entity connected with Ms Seshamani is issued366,650 Ordinary Shares and an entity connected with Mr Moulton is issued 1,628,350 OrdinaryShares on Admission by way of Initial Consideration, together with Deferred Consideration of anumber of Ordinary Shares to be issued on the date on which the Company’s annual accounts forthe financial year ended 31 December 2020 are published. The Ordinary Shares issued insatisfaction of the Deferred Consideration obligation will be equal in value to the differencebetween the Initial Consideration and 2.5 per cent. of the Two-Year Fundraise Gross Proceeds,provided that the Deferred Consideration Conditions have been met. The Directors (other than MsSeshamani and Mr Moulton) have the discretion to (but do not currently intend to) waive any of theDeferred Consideration Conditions, such that the Deferred Consideration is payable notwithstandingthat any of the conditions are not satisfied. Ordinary Shares issued in satisfaction of the DeferredConsideration obligation will be issued at the direction of Ms Seshamani and at the direction ofMr Moulton in the proportions of 77.7 per cent. to Ms Seshamani and 22.3 per cent. to MrMoulton.

The business being transferred on Admission includes the employees, goodwill, trade debtors ofGreensphere Capital Partners (including an amount owed under a settlement agreement in respectof the Duranta asset and other than any amounts due under the Legacy Management Agreements)the ‘‘Greensphere’’ name and trademark, a 1 per cent/ indirect interest in UK Green SustainableWaste and Energy Investments L.P. and certain expenses.

The rights and obligations under the Legacy Management Agreements, 100 per cent. of the sharesin UK Green Sustainable Waste And Energy Investments (GP) Limited and all remaining cashreserves will also be transferred subsequently conditional on further conditions including regulatoryrequirements being fulfilled and a required third party consent being obtained.

On Admission, all of the current employees of Greensphere Capital Partners will cease to beemployed by Greensphere Capital Partners and will transfer under TUPE and enter into newemployment contracts with Greensphere Advisors. Ms Seshamani and Mr Moulton will remainmembers of Greensphere Capital Partners, and Ms Seshamani’s employment contract withGreensphere Advisors and Mr Moulton’s non-executive director appointment letter with theCompany permit them to continue to act as members of Greensphere Capital Partners. It isanticipated that immediately following Admission, Greensphere Advisors will have 6 employees.

The acquisition of Greensphere Capital Partners’ business is supported by an independent privatevaluation provided by BDO LLP, who have valued the business being acquired at £1,350,000.

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Save for any responsibility which BDO LLP may have to Greensphere Capital Partners to whomtheir opinion is expressly addressed, to the fullest extent permitted by law BDO LLP does notassume any responsibility and will not accept any liability to any other person for any loss sufferedby any such other person. The Initial Consideration payable under the Greensphere CapitalPartners SPA is equal to the valuation provided by BDO LLP, plus £150,000 relating to expensesincurred prior to the acquisition.

Activities of Greensphere Advisors

Private Portfolio Management

Greensphere Advisors has agreed to provide support services to Greensphere Capital Partners inrespect of the Private Portfolio, including making available such members of the ManagementTeam that are employed by it for the purposes of managing the Private Portfolio pursuant to theAsset Management Secondment Agreement. Once it has received FCA authorisation, GreensphereAdvisors will replace Greensphere Capital Partners as the Company’s discretionary investmentmanager of the Private Portfolio.

Co-investments and Managed Accounts

It is expected that many of the investment opportunities that are suitable for the Private Portfoliowill also be suitable for third-party investment alongside the Company. Where appropriate, andsubject to the approval of the Board following a recommendation by the Investment Committee,having regard to (inter alia) portfolio diversification, the identity of the potential co-investor(s), andthe proposed economic terms of the co-investment, the Company may enter into co-investment,joint venture and other similar arrangements with third parties in respect of any SustainableInfrastructure Investment forming part of the Private Portfolio.

Greensphere Advisors will facilitate and manage any such co-investment activities, which mayinclude managing accounts or other positions for co-investors (subject to appropriate regulatorypermissions being in place). Other than such proportion of any carried interest (or analogousperformance related incentive) in respect of any co-investment or similar investment in order toensure alignment of interests, which the relevant member of the investment team may be entitledto keep as is approved by the Remuneration Committee, any co-investment, management,advisory, corporate finance, deal, syndication arrangement or any other fees received in connectionwith any such co-investment activities will be for the account of the Company or GreensphereAdvisors.

Legacy Management Agreements

Following Admission, Greensphere Advisors will assist Greensphere Capital Partners in fulfilling itsexisting contractual obligations as manager of two existing discretionary investment managementmandates. Pursuant to the Asset Management Secondment Agreement, further details of which areset out in paragraph 9.7 of Part 8 of this Prospectus, from Admission, Greensphere Advisors hasagreed to provide secondees to Greensphere Capital Partners to the extent required to enable it tomanage the Private Portfolio and the Legacy Management Agreements, including making availablesuch members of the Management Team that are employed by it. Greensphere Capital Partnerswill pay Greensphere Advisors an amount equal to the fees payable in respect of the LegacyManagement Agreements net of Greensphere Capital Partners’ third party costs reasonablyincurred in continuing the Legacy Management Agreements.

Once Greensphere Advisors has received FCA authorisation and the Legacy ManagementAgreements have been novated to Greensphere Advisors, the intention is for Greensphere CapitalPartners to be wound up. Any new business in relation to Sustainable Infrastructure Investmentsby the Management Team will be performed by Greensphere Advisors or any other member of theGroup.

MANAGEMENT TEAM TRACK RECORD

Founded in 2011, Greensphere Capital Partners is a London-based, independent fund managementlimited liability partnership which specialises in investing in the water, waste, infrastructure,renewable energy and energy sectors. Greensphere Capital Partners has been regulated by theFCA since 2011. Greensphere Capital Partners’ activity in its targeted investment sectors wasrecognised when it was awarded the UKGIB fund management mandate in 2012. The UKGIBmandate was awarded to Greensphere Capital Partners following a competitive tendering processinvolving 22 other experienced fund managers.

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In 2014, Greensphere Capital Partners merged with TPG (an international private equity firm withUS$70 billion of assets under management) with the aim of expanding the geographic focus of theteam outside of the UK and further scaling up in size. The team also intended to capitalise onpotential synergies with TPG’s sustainable technology team, TPG Alternative and RenewableTechnologies. Greensphere Capital Partners subsequently spun out of TPG in Q1 2017 to allow forstructural flexibility to pursue a fresh path for growth and investments in Greensphere CapitalPartners’ areas of expertise through the launch of the Company.

The primary activities within Greensphere Capital Partners’ history are summarised by the diagrambelow.

March 2011

August 2011

December 2011

March 2012

June 2012

Greensphere incorporated - hiring begun

Greensphere obtains FCA authorisation/regulatory clearance

Greensphere fundraising/ application for UKGIB contest

Greensphere gains UKGIB managed account and other institutional managed accounts

Final arrangements for managed accounts with UKGIB and others settled

March-August 2016

Third tranche investment into Duranta expansion and Gas-to-grid facility

March 2015

Investment into Whites Recycling at TPG

October 2014

Merger with TPG

December 2012

Investment into Duranta announced - awaiting final documents with EPC/ construction

June 2014

Second round investment into Duranta to fund feedstock services and O&M Limited)

September 2013

Investment into Western Bio-Energy (WBE)

August 2015

Investment in WBE Fuels (Fuel Processing, Forestry Business)

April – October 2016

Research, market testing, negotiations for Greensphere Capital PLC

January 2017

Spun out to list Greensphere Capital PLC on LSE Main Exchange

August 2016

Selected Ecofin as partner for Listed Equity strategy for Greensphere Capital PLC

Greensphere Capital Partners was founded by Ms Seshamani and Mr Moulton in 2011.

Ms Seshamani has over 17 years of advisory and private equity experience in a range of sectorsincluding infrastructure, energy, sustainability and manufacturing and she has held a number ofsenior management and director level roles in private equity, clean technology and energybusinesses.

Prior to Greensphere Capital Partners, Ms Seshamani was a Partner at TPG and also worked atthe Government of Singapore Investment Corporation (Singapore’s sovereign wealth fund) in itsglobal infrastructure group, Unilever Ventures and The Parthenon Group. She has worked on theboards of a number of large and small companies in the US and UK, including currently serving asan independent non-executive director on the board of Forterra PLC and previously as anindependent non-executive director at Marine Current Turbines Limited.

Ms Seshamani is a World Economic Forum Young Global Leader for her work in sustainable andimpact investing, and has served on the investment panel for the Global Innovation Fund anchoredby USAID and the UK’s Department for International Development. She was previously a councilmember of the Royal Institute of International Affairs (Chatham House) for two consecutive terms.

Mr Moulton is a senior private equity veteran. Mr Moulton is a Chartered Accountant, a CF and aFellow of the Institute for Turnaround Professionals. He has variously been Founder, Co-founder,Managing Partner or Managing Director of some of the largest and most successful private equityhouses including CVC, Permira (formerly Schroder Ventures), Apax and Alchemy Partners.Mr Moulton is a trustee of the UK Stem Cell Foundation, Non-Executive Chairman of FinnCap, thestockbroker, and Chairman of The International Stock Exchange Group. He is a director of anumber of private companies and a very active angel investor. He has invested a considerableamount of his private wealth in sustainable assets and energy including wind farms, the UK’slargest marine turbine business and solar.

Greensphere Capital Partners has been responsible for investments into two platforms. The firstplatform, Duranta Energy, focusses on effluent and food waste treatment, anaerobic digestion,electricity generation and gas injection and clean-up. The second, Greensphere Biomass 1(‘‘GB1’’), is a sustainable forestry business, wood-fuel trading and processing operation andforestry waste biomass plant.

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Duranta Energy

In 2012, Greensphere Capital Partners commenced its investment programme in an AD andeffluent treatment platform in Teesside, Middlesbrough.

A community impact project at its core, the funds were deployed to initially construct a 5.1MWe(now 7.4MWe equivalent) biogas-to-electricity AD plant in Teesside, which is the UK’s largest foodwaste and effluent processing facility with 120,000 tonnes of waste treated per annum.

The technology and available feedstock are now a proven match. The AD platform utilises a multi-stage mixing process, followed by digestion in a main fermenter and two secondary fermenters,gas cleaning and gas production. A final storage tank is used to pasteurise the digestate, thebiodegradable material remaining after AD processing which helps offset chemical fertilizer use.

As part of managing the investment, Greensphere Capital Partners spearheaded the end-to-endmanagement of the platform’s build, commissioning, feedstock ramp-up, management team swap-outs and strengthening of the operational capability of the team. Greensphere Capital Partners alsomanaged and led the addition of an Air Liquide-constructed gas-to-grid facility onsite in 2015 and2016, which increased the plant’s overall production capacity to approximately 7.4MWe, allowingthe plant to also inject gas to the grid in addition to the existing electrical export capacity.Greensphere Capital Partners created the platform’s proprietary upstream procurement evaluationprocess, including the development of the management team’s testing and research capabilities,which Greensphere Capital Partners believes places the platform at a significant advantage incomparison to similar sized competitors.

In 2016, Greensphere Capital Partners also led negotiations to dispose of its end product in along-term, well-resourced manner by partnering with an industry leading operator, Whites Recyclingthrough long term contracts.

Capitalising on the site’s position in an industrial complex with transportation access and gridconnections, the investment strategy emphasised a cost-efficient build with experiencedcounterparties (BioConstruct, Air Liquide) to create a large, and therefore resilient, anaerobicdigestion platform with a long-term lifecycle and significant in-house operational, diagnostics andlogistics capability.

In 2016 and 2017, Greensphere Capital Partners led the organic growth of the business into twonew areas, Diagnostics and O&M services, through a new investment plan in Diagnostic and O&Mequipment and service build-out.

Today Duranta is a platform that focuses on three primary areas: operations of its existing facilities,operations, maintenance and diagnostics to service other facilities, and supply chain and logistics inanaerobic digestion with a view to service other facilities in due course.

Duranta is estimated to yield a CO2 reduction of 23 kilotons per year and to divert over 42,000tonnes of biogenic material from landfill per year. Based on the amounts invested and returnssince inception and an independent third party bid for the business in November 2016, the platformhas to date delivered an unlevered IRR of 13 per cent.

Duranta is an example of Greensphere Capital Partners’ capabilities in buy-to-build investmentplatforms, operating in an operationally complex sector, while professionalising supply chains in asector with a poor history of professional contracting.

Greensphere Biomass 1 (Wales)

Greensphere Capital Partners managed the acquisition of a wood fuels business and 14.7MWbiomass-fired power plant located in Wales in 2013. The investment reflects Greensphere CapitalPartners’ commitment to pursuing transformative projects that provide value for shareholders aswell as mitigate climate stress and resource scarcity.

Ancillary fuel processing, fuel trading and forestry activities have been developed within the GB1group in separate companies to secure a circular, local and resilient supply chain for the plant.

Since purchasing the facility, Greensphere Capital Partners has enacted significant cost savingsand management improvement exercises, resulting in reduced operational risk and an improvedsustainability profile. This includes the creation of a creditworthy bespoke receivables financingfacility, replacing the operations and management provider, establishing a third-party forestry andchipping services business and bringing fuel processing and purchasing expertise in-house throughthe hiring a new management team.

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Applying its investment and operational experience, Greensphere Capital Partners also identified anopportunity to improve the plant’s feedstock position. Greensphere Capital Partners identifiedsignificant traceability and quality issues with various counterparties in the supply chain. By bringingsome expertise in-house and removing counterparties in areas that Greensphere Capital Partnersbelieved needed improvement, Greensphere Capital Partners worked with the individuals formingthe company’s management team to prune the stable of suppliers down to only those thatGreensphere Capital Partners believed were the most capable and displayed integrity. This hashad a significant impact on the plant’s availability and efficiency. The platform management teamnow also works closely with Natural Resources Wales, the government body overseeing the use,maintenance and enhancement of Wales’s natural resources by engaging with its network ofharvesters to develop more efficient and sustainable forestry practices that improve the quality andconsistency of feedstock.

GB1 and its underlying assets constitute the first commercial-scale power station of its kind inWales as well as a unique eco-system of supply and forestry management. Construction of theplant started in October 2006 and full commercial operations began in November 2008. The plant,which positively contributes to reducing greenhouse gas emissions, burns approximately 160,000tonnes a year of sustainable forest management waste and generates enough electricity to powerthe equivalent of approximately 31,000 homes.

GB1 is an example of Greensphere Capital Partners’ expertise in managing assets through difficultand sometimes quickly changing landscapes, a skill-set that is critical for an asset managerpursuing a buy-to-hold portfolio strategy. Greensphere Capital Partners has managed GB1 througha challenging macroeconomic and operational environment: in 2014 and 2015, a sharp andunprecedented fall in UK power prices coupled with the difficult financial implications of changes inpolicy (due to the changing political landscape) resulted in significant pressure on earnings.Greensphere Capital Partners responded with thoughtful cost saving plans and re-negotiated majorcontracts (for example, with the PPA provider) that mitigated the impact of these macroeconomicconditions. In 2016, after one of the subsidiaries of GB1 (WBE Limited) terminated a non-performing contract, the said counterparty launched an aggressive legal action and the subsidiarywas subsequently placed into a trading administration. Greensphere Capital Partners has reachedthe final stages of negotiations with the litigious counterparty and is re-negotiating other long-termcontracts for the asset such that it delivers a significantly better rate of return to investors when, asis anticipated, it emerges from the trading administration.

The careful planning, risk mitigation and cost and operational improvement work carried out byGreensphere Capital Partners has secured, despite difficult and varying circumstances outside ofthe investment, an average cash yield from GB1 delivered to all investor’s vehicles (before theirrespective fees) in FY 2015 and FY 2016 of 8 per cent.

ECOFIN

Ecofin is an independent investment management firm which specialises in infrastructure and thetransition to a more energy efficient economy globally. Ecofin was incorporated on 12 June 1991,with registered number 02619861, in England & Wales under the Act as a company whose liabilityis limited by shares. Ecofin is authorised and regulated by the FCA with FCA number 150101.Ecofin is also registered with the US Securities and Exchange Commission (SEC) as aninvestment adviser. As at 30 September 2017, Ecofin had US$1.06 billion of assets undermanagement.

The Company has appointed Ecofin to act as the AIFM of the Company for a minimum period oftwo years under the AIFM Agreement. Ecofin has also been appointed as discretionary investmentmanager of the Listed Portfolio on the terms of the Listed Portfolio Management Agreement.Further details of the AIFM Agreement and the Listed Portfolio Management Agreement are set outin Part 8 of this Prospectus.

The key members of the investment team at Ecofin responsible for the Company’s Listed Portfolioare, in addition to Ms Cooper:

Matthew Breidert (Senior Portfolio Manager)

Mr Breidert joined Ecofin in 2006 and is responsible for sustainable, impact and ESG strategies.Previously, Mr Breidert was an assistant portfolio manager at Millennium Partners and aninvestment banker with SG Barr Devlin working on mergers, acquisitions and financial advisory to

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global utilities and power companies. He also worked at Cornerstone Energy Advisers andFT Energy/RDI on energy and utility focused economic policy. Mr Breidert has an MBA fromWashington University in St. Louis and a B.S. from the University of Illinois-Urbana Champaign.

Max Slee (Analyst)

Mr Slee joined Ecofin in 2010 to work on sustainable, impact and ESG strategies. Formerly,Mr Slee was an early member of the clean energy team at the Clinton Foundation, involved inestablishing and developing Carbon Capture & Storage (CCS) projects around the world. Mr Sleewas also an investment banker at Lazard specialising in the energy sector. Mr Slee has aBA (Hons) from Brown University.

Michel Sznajer (Portfolio Manager and Analyst)

Mr Sznajer joined Ecofin in 2016 to work on sustainable, impact and ESG strategies. Previously,he was a partner and portfolio manager at Silvaris Capital Management. He has also worked inEurope and Asia at Wellington Management, Goldman Sachs and Indosuez W.I. CARR, and as aManagement Consultant at Bain & Company. Mr Sznajer has an MSc in Business and Engineeringfrom Brussels University and is a CFA Charter Holder.

Ecofin’s Track Record

The Ecofin Global Renewables Infrastructure Fund (‘‘EGRIF’’) is representative of the strategyproposed for the Company’s Listed Portfolio. EGRIF’s investment strategy and investment universeare identical to the strategy and investment universe for the Listed Portfolio, and so are itsinvestment restrictions and guidelines in all material respects. EGRIF seeks to generate a totalreturn of 6-10 per cent. per annum over the long term. EGRIF was launched on 2 November 2015and over the period to 22 November 2017, EGRIF achieved a gross total return of 13.3 per cent.per annum.

The performance of EGRIF’s net asset value (gross of fees) is presented below, along with twocomparative indices, the MSCI World Utilities Index and the iBoxx USD Corporates BBB 7-10 YearIndex.

60522869 100.8638469 0.00981405 0.00- 59684401 100.0824271 -0.013094629 0.00- 19089871 99.27496048 0.040530735 0.01 50822537 99.41388018 0.023012552 0.01 47673623 99.26687875 -0.002921414 0.00- 53094413 99.65868601 -0.009180584 0.01- 81731455 100.0243715 -0.025726959 0.01- 66342956 99.0840313 -0.018312424 0.02- 75309162 98.76188043 0.026898897 0.03 .8426736 99.01172155 0.005519872 0.04 .1210655 99.33483175 -0.042020162 0.02-

35377395 98.61001686 0.02563034 0.01- .2659342 99.84133224 -0.003250711 0.01 .2360288 100.0908084 0.030676722 0.00- .6486278 101.0805047 0.011173737 0.02 .8010557 102.5431579 0.006454137 0.01 .8955362 103.2963782 0.007384376 0.01 0957233 103 6554702 0 02035108 0 02

90

95

100

105

110

115

120

125

130

135

Nov

201

5

Dec

2015

Jan

2016

Feb

2016

Mar

201

6

Apr 2

016

May

201

6

Jun

2016

Jul 2

016

Aug

2016

Sep

2016

Oct

201

6

Nov

201

6

Dec

2016

Jan

2017

Feb

2017

Mar

201

7

Apr 2

017

May

201

7

Jun

2017

Jul 2

017

Aug

2017

Sep

2017

Oct

201

7

Nov

201

7

EGRIF Gross iBoxx IG Index MSCI WORLD/UTILITY

Source: Ecofin

PRIVATE PORTFOLIO INVESTMENT PROCESS

Due Diligence Process

In considering any investment opportunities for the Private Portfolio, the Management Team willevaluate the project risks which it believes are material to making an investment decision. Whereappropriate, it will augment or complement its own analysis with the expertise of otherprofessionals including engineering and/or technical consultants, environmental consultants,accountants, taxation and legal advisers, financial modellers and insurance experts, whereappropriate. These advisers may carry out additional due diligence, which is intended to provide asecond and independent review of key aspects of a project and to heighten confidence as to theproject’s deliverability and likely revenue production. All investment evaluations are expected to be

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supported by financial modelling utilising sensitivity analyses on key variables including demand riskand fluctuations in revenue and costs.

In addition, the Company will carry out its own risk assessments, for instance on counterparties,contractors, subcontractors and other parties as appropriate (and having regard to country risk).

Investment Approval

A structured investment approval process has been adopted to ensure appropriate selection ofprospective investments. The Management Team may generally make investment and divestmentdecisions in relation to the Private Portfolio without seeking Investment Committee or Boardapproval where a decision represents less than US$10 million in value by reference to theunderlying investment. However, where such a decision plus all other decisions representing lessthan US$10 million in value made by the Management Team over the preceding 12 monthsexceed, in aggregate, 5 per cent. of the Net Asset Value of the Investment Portfolio, such decisionmust be referred to the Investment Committee which will, if it considers it appropriate, make arecommendation in respect of the relevant decision for approval by the Board.

Any decisions made by the Management Team representing less than US$10 million in value inthe preceding quarter will be reported to the Investment Committee on a quarterly basis.

Investments are also made in accordance with conflict of interest procedures described in thisPart 3 of this Prospectus, where applicable.

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OVERVIEW OF PRIVATE AND LISTED PORTFOLIO APPROVAL PROCESS

Private Portfolio Joint Team Approach Listed Portfolio

Origination Exploiting team’s networks,deep industry links andmanagement and companyrelationships. Targetnames typically withheld asrelationships mature intodeals

Sharing contacts; ability forprivate team to access andengage with more seniorechelons of managementteams through listedteam’s holdings/relationships

Extensive knowledge oflisted universe; researchon existing and prospectiveholdings and assessmentof valuations

Regulatory Search Recent meetings includeDECC (UK), OFGEM (UK),OFWAT (UK), FERC(USA), EU Commission(Water), CPUC and PUCT(USA), several stategovernments (USA)

Knowledge sharing postmeetings with regulators toachieve an informed andcentral view on revenuemechanisms, regulatoryrisk and contractualrelationships

Recent meetings includeDECC (UK), CPUC (US),EGAT in Thailand, NEA inChina

Counterparty Evaluation Evaluation ofcounterparties’ credit andmanagement quality,incentive structures andcapability

Intelligence sharing ontrends and (wherepossible/applicable)analysis on counterparties

Analysis of the creditquality of counterparties toall contracts

Technology Due Diligence Technical due diligence onassets and portfolios (withtechnical advisor whereappropriate)

Private team can leverageaccess and informationfrom listed team’s links withmature technologyproviders and OEMs

Regular meetings withequipment suppliers togain and maintain strongunderstanding oftechnology and operationalrisks

Detailed Project Models Detailed proprietaryinternal models whichinclude Montecarloscenarios driven byGreensphere Advisor’sdeep engineering/technicalunderstanding of theoperational variability andoutcomes

PHASE 1 INVESTMENTPAPER – GATING

Share advances ofsignificant trends in projectmodelling (e.g. shifts in thebasis of debt provisionexperienced by maturelisted portfolios that mayaffect the private portfolio)

Analysts build detailedproject-by-project modelsas cashflows are notalways smooth throughouta project’s life

Detailed DD and Execution Gated cost item.Undertaken only when theInvestment Committeeapproves Phase 1investment paper

Moratorium on informationsharing – target namestypically withheld fromEcofin

Detailed analysis of legalprospectuses, 10Qs, 10Ksand annual reports

Post-investment Plan andMonitoring

100-day plan agreed atPhase 2 InvestmentCommittee prior toinvestment. Operatingpartner and operationsteam allocated to executeon plan; original investmentteam monitors the deal aswell

Ecofin benefits frominteraction withManagement Teammembers, from theirperspectives and theirindustry knowledge

Regular companymanagement meetings tomonitor quarterly earningsand industrydevelopments; tradingaround positions

CORPORATE GOVERNANCE

Governance codes

The Company intends, from Admission, to comply with, the principles of good governancecontained in the AIC Code (which complements the Corporate Governance Code and provides aframework of best practice for listed investment companies), and in accordance with the AIC Code,the Company will be meeting its obligations in relation to the Corporate Governance Code andassociated disclosure requirements. In particular, the Disclosure Guidance and Transparency Rulesrequire the Company to: (a) make a corporate governance statement in its annual report andaccounts based on the code to which it is subject, or with which it voluntarily complies; and(b) describe its internal control and risk management arrangements. The Company intends tobecome a member of the AIC following Admission.

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Board Committees

Audit Committee

The Audit Committee comprises all the non-executive Directors and is chaired by Mr Moulton. TheAudit Committee will meet at least twice per year. The Audit Committee is responsible forreviewing the annual and half yearly accounts, the system of internal controls and riskmanagement, and the terms of appointment and remuneration of the Auditors, as well as thenature and scope of the external audit and the findings from it. It is also the forum through whichthe Auditors report to the Board. The Audit Committee is also responsible for reviewing theobjectivity of the external Auditors and the terms under which the external Auditors are appointedto perform non-audit services, including their remuneration and the provision of non-audit servicesby them. The Audit Committee will review the need for non-audit services and authorise them on acase by case basis.

The Audit Committee will meet representatives of the AIFM and its compliance officers who willreport as to the proper conduct of business in accordance with the regulatory environment in whichthe Company and the AIFM operate. The Company’s Auditors will also attend the Audit Committeeat its request and report on its work procedures, the quality and effectiveness of the Company’saccounting records and its findings in relation to the Company’s statutory audit. The Company willmeet with the Auditors, without representatives of Ecofin or Greensphere Capital Partners beingpresent, at least once a year.

Management Engagement Committee

The Board as a whole performs the role of the Management Engagement Committee. On a regularbasis and at least once a year, the Board will review the appropriateness of the continuingappointment of Ecofin and Greensphere Capital Partners, and other service providers, together withthe terms and conditions thereof and make recommendations on any proposed amendment to theAIFM Agreement, the Listed Portfolio Management Agreement, the Private Portfolio ManagementAgreement or any other agreement entered into with Ecofin and/or Greensphere Capital Partners.The Board will also perform a review of the performance of, and terms of the agreements that theCompany has with, other key service providers including the Registrar, the Administrator, theCompany Secretary and the Depositary.

Nomination Committee

The Company has established a nomination committee which comprises all of the Directors withMr Nolan as Chairman of the committee. The Nomination Committee’s main function is to regularlyreview the structure, size and composition of the Board, the Management Team and to considersuccession planning for Directors and senior members of the Management Team. The NominationCommittee will meet at least once per year.

Remuneration Committee

The Company has established a remuneration committee which comprises Mr Yadigaroglu,Mr Nolan and Mr Peckham, and is chaired by Mr Peckham. The function of the RemunerationCommittee is to review annually remuneration trends that are relevant across the Group and obtainreliable and up-to-date information about the remuneration of directors and senior employees inother companies; consider and make recommendations to the Board on the framework for theremuneration of the executive Director and other senior employees; ensure that the executiveDirector and senior employees are provided with appropriate annual incentives to encourageenhanced performance and that they are rewarded for their individual contributions to the successof the Company; and approve the structure of, and determine targets for, any long-term incentiveplans operated by the Company. In developing its recommendations, the Remuneration Committeewill give due consideration to Schedule 8 of Part 15 of the Act.

Directors’ Share Dealings

The Board has agreed to adopt and implement a dealing code for directors and other personsdischarging managerial responsibility which imposes restrictions on conducting transactions in theCompany’s shares beyond those imposed by law. Its purpose is to ensure that the Directors,members of the Investment Committee, PDMRs and their closely associated persons do not abuse(and do not place themselves under suspicion of having abused) inside information they may haveor be thought to have, in particular during periods leading up to the announcement of theCompany’s results.

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POTENTIAL CONFLICTS OF INTEREST

The Company, the Administrator, the Depositary, Numis, Greensphere Advisors, GreensphereCapital Partners, Ecofin and any of the Company’s other professional advisers, any of theirdirectors, officers, employees, agents and connected persons and the Directors and any person orcompany with whom they are affiliated or by whom they are employed (each an ‘‘InterestedParty’’) may be involved in other financial, investment or other professional activities which maycause potential conflicts of interest with members of the Group and their investments. In particular,an Interested Party may, without limitation: (a) provide services similar to those provided to theCompany to other entities; (b) buy, sell or deal with Sustainable Infrastructure Investments on itsown account (including dealings with the Company); and/or (c) take on engagements for profit toprovide services including but not limited to origination, development, financial advice, transactionexecution, asset and special purpose vehicle management with respect to SustainableInfrastructure Investments and entities including Sustainable Infrastructure Projects that are or maybe owned directly or indirectly by the Company. Interested Parties will not in any suchcircumstances be liable to account for any profit earned from any such services. The Directors andthe Company (and the Company’s officers, employees and agents) will at all times have dueregard to their duties owed to members of the Company and where a conflict arises they willendeavour to ensure that it is resolved fairly.

Subject to the arrangements explained above, the Company may (directly or indirectly) acquiresecurities from or dispose of securities to any Interested Party or any investment fund or accountadvised or managed by any such person. An Interested Party may provide professional services tomembers of the Company and its subsidiaries (provided that no Interested Party will act as Auditorto the Company) or hold Shares and buy, hold and deal in any investments for its own accountnotwithstanding that similar investments may be held by the Company (directly or indirectly). AnInterested Party may contract or enter into any financial or other transaction with the Company andits subsidiaries or with any Shareholder or any entity any of whose securities are held by or for theaccount of the Company, or be interested in any such contract or transaction. Furthermore, anyInterested Party may receive commissions to which it is contractually entitled in relation to any saleor purchase of any investments of the Company effected by it for the account of the Company,provided that in each case the terms have either been agreed with the Company or are no lessbeneficial to the Company than a transaction involving a disinterested party and any commission isin line with market practice.

ADMINISTRATOR

Praxis has been appointed to provide administration and company secretarial services to theCompany including calculating the Net Asset Value, keeping minute books, administering insiderlists for the purposes of MAR, assisting with regulatory compliance pursuant to the DisclosureGuidance and Transparency Rules and Listing Rules and preparing announcements, pursuant tothe Administration Agreement (further details of which are set out in Part 8 of this Prospectus).

DEPOSITARY

CACEIS Bank, UK Branch has been appointed the Company’s Depositary (which the Company asan AIF is required to appoint to ensure that its AIFM can comply with the AIFM Rules). TheDepositary will also act as the Company’s custodian. Further details of the agreement entered intobetween the Depositary and the Company are set out in Part 8 of this Prospectus.

The Depositary (or a sub-custodian duly appointed by them) will hold the Company’s assets whererequired by the AIFM Directive; otherwise the Company’s assets will be held by the Company, itsholding subsidiaries or its or their nominees.

The Depositary is a French credit institution subject to the supervision of the French Financialsupervision authority, the Autorite de controle Prudentiel. The Depositary acts through a branchestablished in the UK.

REGISTRAR AND RECEIVING AGENT

Link Asset Services (a trading name of Link Market Services Limited) has been appointed as theCompany’s Registrar and the Company’s Receiving Agent for the Offer for Subscription pursuant tothe Registrar Agreement and the Receiving Agent Agreement respectively (further details of whichare set out in Part 8 of this Prospectus).

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AUDITOR

PricewaterhouseCoopers LLP, which is registered to carry out audit work by the Institute ofChartered Accountants of England and Wales, will provide audit services to the Company.

EXTERNAL VALUER

The Company intends to appoint an external valuer to conduct valuations of the SustainableInfrastructure Investments comprising the Private Portfolio. The Company will bear the cost of anysuch external valuer.

Following the appointment of Greensphere Advisors as AIFM, the appointment of the externalvaluer will be reviewed. Following such review, Greensphere Advisors may assume responsibilityfor valuing the Sustainable Infrastructure Investments comprising the Private Portfolio.

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PART 4: FEES AND EXPENSES, REPORTING AND VALUATION

FEES AND EXPENSES

Issue Costs

The Issue Costs are those necessary for the establishment of the Company and for the Issue andinclude fees payable under the Issue Agreement, listing fees, legal, advisory, registration, printing,advertising and distribution costs and any other applicable expenses (including the fees,commission and expenses payable to Numis under the Issue Agreement, KGI under the KGIDistribution Agreement and the Receiving Agent under the Receiving Agent Agreement).

Issue Costs up to a maximum amount of 2 per cent. of the Gross Issue Proceeds will be met bythe Company from the Gross Issue Proceeds.

On the basis that the maximum Gross Issue Proceeds of US$500 million are raised, the IssueCosts to be borne by the Company are expected to be US$10 million.

Placing Programme Costs

Up to 500 million Shares are available for issue under the Placing Programme. Shares issuedpursuant to the Placing Programme may be issued as Ordinary Shares and/or C Shares at thediscretion of the Directors.

The net proceeds of the Placing Programme are dependent on: (a) the aggregate number ofShares issued pursuant to the Placing Programme; (b) the price at which any Shares issued asOrdinary Shares are issued; and (c) the costs and expenses of the Placing Programme.

Part 5 of this Prospectus contains details of how the Issue Price of Ordinary Shares issued at aSubsequent Placing will be determined. The costs and expenses of any Subsequent Placing ofC Shares will be deducted from the gross proceeds of such Subsequent Placing and will be borneby those C Shareholders that subscribed under the relevant Subsequent Placing. The costs andexpenses of any Subsequent Placing of Ordinary Shares will be deducted from the gross proceedsof the Subsequent Placing and will be borne by Ordinary Shareholders who subscribe in therelevant Subsequent Placing by virtue of the premium at which such Ordinary Shares will beissued to the Net Asset Value per Ordinary Share which will be at least sufficient to cover thecosts and expenses of the Subsequent Placing. The costs and expenses of any SubsequentPlacing will be limited to 2 per cent. of the gross proceeds of such Subsequent Placing.

Ongoing Charges

The Company’s Ongoing Charges (excluding investment expenses) in the first financial year areexpected to be approximately 0.7 per cent. of the Company’s Net Asset Value, assuming the Issueis fully subscribed and that, following Admission, the Company will have an initial Net Asset Valueof US$490 million. If the Issue raises the minimum required to proceed of US$200 million, theOngoing Charges are expected initially to be 1.4 per cent. of its Net Asset Value in the firstfinancial year on the assumption that Ongoing Charges are the same, regardless of the Issue sizeas adjusted for anticipated headcount and variable costs based on AUM.

Ongoing Charges borne by the Company include, but are not limited to, overheads of the Group(including the salaries and remuneration of the Group’s employees, as well as amounts put asideto provide pension and retirement benefits, rent and utilities expenditure), fees of the Directors,Ecofin as investment manager of the Listed Portfolio, the Administrator, the AIFM, the Registrar,the Depositary and the Auditor, as well as general operational expenses.

Foreseeable fees and expenses (as set out in detail below) have been included in the aboveestimates. Some expenses are, however, either irregular or non-recurring. This makes them difficultto know in advance or to estimate. These expenses have been excluded from the aboveestimation. For this reason, the maximum amount of fees, charges and expenses thatShareholders will bear in relation to their investment in the Company cannot be determined inadvance.

The ongoing expenses factored into the above estimate include (but are not limited to) thefollowing:

AIFM Fee

The Company will pay a fixed fee of £75,000 per annum to Ecofin plus VAT (if applicable) foracting as AIFM, payable monthly in arrears. Once Greensphere Advisors receives the relevant

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permissions from the FCA to act as AIFM and replaces Ecofin as AIFM after two years fromAdmission, the Company will not have to pay an AIFM fee.

Portfolio Management Fees

The Company will pay a fixed fee of £810,000 per annum to Ecofin plus VAT (if applicable) for themanagement of the Listed Portfolio. The Company may (but shall not be obliged to) pay Ecofinsuch additional sums as may be determined from time to time by the Board if the Companyoutperforms its dividend targets such that the performance conditions for awards to be made inaccordance with the Company’s long-term incentive plan are satisfied and the Board determinesthat Ecofin’s performance has materially contributed to the Company satisfying such performancetargets.

Pursuant to the Listed Portfolio Management Agreement, the Company has agreed to pay the fixedfee for three years from Admission, with the Listed Portfolio Management Agreement beingterminable on notice thereafter. The Company will review the arrangements relating to the ListedPortfolio having regard to the size of the Listed Portfolio at that time.

The Company does not pay any external management fees or performance fees in relation to thePrivate Portfolio.

Greensphere Advisors’ Operational Expenses

The overheads of Greensphere Advisors, including the salaries and remuneration of GreensphereAdvisors’ employees (including amounts budgeted for bonus payments), as well as amounts thatwill be set aside to provide pension and retirement benefits, insurance, rent and utilitiesexpenditure are currently anticipated to be approximately £1,800,000 in the first year afterAdmission.

Administration and Corporate Secretarial Fees

The Administrator is entitled to an annual fee at a fixed rate of £140,000 per annum (increasingwith RPI) plus VAT and disbursements, payable monthly in arrears. The Administrator is alsoentitled to certain additional fees for the provision of additional services such as additional reportingand filing in relation to FATCA and certain non-routine corporate actions.

Depositary and Custody Fees

The Depositary is entitled to receive an annual depositary fee of 3 basis points of the Net AssetValue up to US$100 million, 2 basis points of the Net Asset Value in excess of US$100 million upto US$300 million, and 1 basis point of the Net Asset Value in excess of US$300 million, with aminimum annual fee of £25,000. The Depositary will be entitled to a variable custody fee ofbetween 0.5 and 5 basis points, depending on where the assets are located, together withtransaction fees where applicable.

Registrar Fees

As at the date of this Prospectus, the Registrar will be paid an annual share registration servicesfee of £6,500 exclusive of VAT (increasing with RPI), payable monthly in arrears. This fee is basedon certain service volume assumptions and will, therefore, increase if these are exceeded. Furthercosts may also be payable for additional services.

Directors’ Fees and Expenses

The expected annual remuneration to be paid to the Directors who are non-executive in respect ofthe first financial period of the Company comprises £70,000 payable to Mr Nolan, and £50,000payable to each of Mr Moulton, Mr Peckham and Mr Yadigaroglu, in addition to the fees forchairing committees of the board as detailed below. Ms Seshamani is an executive Director andwill receive her remuneration under the terms of her service contract with Greensphere Advisors.Under the Articles, the maximum fees payable (in aggregate) to the non-executive Directors is£500,000 per annum.

All of the Directors are also entitled to be paid all reasonable expenses properly incurred by themin attending general meetings, board or committee meetings or otherwise in connection with theperformance of their duties. The Board may determine that additional remuneration may be paid,from time to time, to any one or more Directors in the event such Director or Directors arerequested by the Board to perform extra or special services on behalf of the Company. TheChairman of each of the Remuneration Committee, the Nomination Committee and the AuditCommittee is entitled to an additional fee of £5,000 per annum.

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The Company maintains annual investment manager insurance covering directors’ liability at a costthat is not currently expected to exceed £50,000 per annum.

Other Operational Expenses

Other ongoing operational expenses that will be borne by the Company include the auditor’s fees,corporate broker fees, legal fees, listing fees of the UKLA, fees of the London Stock Exchange,valuation fees, fees for public relations services, printing costs and fees for website maintenance.

Certain out-of-pocket expenses of the AIFM, Registrar, Depositary, Custodian and of other serviceproviders as well as of the Directors may also be borne by the Company.

Investment Expenses

Acquisition expenses will be incurred by the Company or, to a lesser extent, by Ecofin (directly oron behalf of the Company) in connection with the acquisition of its investments. Such costs to beborne by the Company include legal and due diligence costs, stamp duties, taxes, commission,foreign exchange costs, bank charges, registration fees relating to investments, insurance andsecurity costs and all other costs associated with the acquisition, holding and disposal ofinvestments (including execution and research charges from brokers on the Listed Portfolio), andmay also include fees paid to third party investment advisers in connection with the sourcing ofinvestments. The Company will bear the costs and charges relating to any deposits pendinginvestment or investments in cash or near cash assets on a temporary basis together with anycosts and expenses of any hedging activities.

The amount of expenses will depend on the particular investment opportunity and other factors.Consequently, no meaningful estimate can be made as to their extent. These expenses have notbeen included in the ongoing expenses estimate provided above.

REMUNERATION AND LONG-TERM INCENTIVE PLAN

Objectives of the Remuneration Programme

The Directors believe that an appropriate remuneration programme for the Management Team willplay an important role in achieving short and long-term business objectives that ultimately drivesbusiness success and alignment with Shareholders’ long-term goals. The level and structure of theremuneration, compensation and any other benefits to which the Management Team members areentitled will be reviewed by the Company’s Remuneration Committee on an annual basis.

The objectives of the remuneration programme are to:

* attract, retain and motivate highly qualified employees with a history of proven success;

* align the interests of the Group’s employees with Shareholders’ interests and with theexecution of the Company’s Investment Policy and fulfilment of the Company’s investmentobjectives;

* establish performance goals that, if met, are expected to improve long-term Shareholdervalue; and

* link compensation to performance goals and provide meaningful rewards for achieving them.

The remuneration programme will be reviewed annually and appropriate benchmarking withcomparable businesses to that of the Company will be undertaken with the intention of ensuringthat the remuneration programme remains competitive in order to achieve the objectives set outabove. Both short-term and long-term financial performance targets for the Company will be set bythe Company’s Remuneration Committee each year to incentivise the Management Team toimprove that year’s forecast financial results whilst ensuring that due credit is given formanagement activities that are focussed on longer-term considerations.

Salaries and Bonuses

Under the current remuneration programme, all employees of Greensphere Advisors are entitled toan annual base salary payable monthly in arrears, which will be reviewed annually by theCompany’s Remuneration Committee. All employees will be eligible for a bonus in cash on top oftheir base salary. Bonuses will be determined by the Remuneration Committee.

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Share of Co-investment Carried Interest

It is intended that carried interest (or analogous performance related incentives) which may beapplicable in respect of new deals with co-investors will be allocated such that a proportion of suchcarried interest may be payable to the deal team with the balance being paid to GreensphereAdvisors. The Remuneration Committee will approve any allocations of carried interest (or similar)to the deal team.

LTIP

Eligible employees (including executive Directors) will be entitled to participate in a Share-basedlong-term incentive plan (‘‘LTIP’’) which will reward outperformance by the Company of its dividendtargets over certain periods.

The maximum aggregate LTIP award in respect of any period is 15 per cent. of the amount bywhich the Covered Dividend for the period exceeds the hurdle for that period. The hurdle is 6cents per Ordinary Share per year (subject to adjustment for inflation for the financial year 2021onwards), provided that the average Net Asset Value per Ordinary Share in the six month periodended on the last day of the relevant period is at least US$1.00.

The LTIP will be operated, and the Covered Dividend and the hurdle will be calculated andaveraged, over three year periods, save that in the first year of operation there will be noaveraging and in the second year of operation, year one and year two will be averaged. NoAwards may be made under the LTIP until the Company’s Covered Dividend first exceeds thehurdle.

Awards will be of rights to acquire Ordinary Shares for no consideration. Eligible employees willreceive the amount of their Award in Ordinary Shares, issued on the basis of the then prevailingNet Asset Value per Ordinary Share. The Remuneration Committee will determine the number ofShares covered by each participant’s Award.

An Award will vest in three equal annual instalments on the first, second and third anniversaries ofthe start of the financial year in which the Award is granted, subject to the holder remaining incontinuous employment with the Group until the relevant Vesting Date.

No Award may be granted if, as a result, the number of Shares issued or issuable under all grantsmade since Admission and otherwise within the preceding ten years under all employee shareplans operated by the Company would exceed or further exceed 10 per cent. of the issued sharecapital of the Company at that time.

A full summary of the principal features of the LTIP is set out in Part 8 of this document.

INFORMATION TO SHAREHOLDERS

Shareholder meetings

All general meetings of the Company will be held in the UK. The first annual general meeting isexpected to be held no later than December 2018. Thereafter, the Company will hold an annualgeneral meeting each calendar year.

Reporting

The Company’s annual report and accounts will be prepared up to 31 December each year, withthe first period ending on 31 December 2018, and it is expected that copies will be sent toShareholders by the end of the following April. The Company will prepare and make public aninterim financial report for each half-year period ending 30 June, commencing 30 June 2018,expected to be published by the end of September in each year. Shareholders will also receiveunaudited quarterly reports covering the periods ending 31 March and 30 September in each year,expected to be published on the Company’s website within three weeks of such dates. Theunaudited Net Asset Value of the Company will be calculated by the Administrator and released ona Regulatory Information Service on a weekly basis.

Accounting Policies

The audited accounts of the Company will be prepared under IFRS and in accordance with theAct, the AIFM Rules and the Listing Rules.

Financial statements prepared by the Company in accordance with IFRS will include a statement ofcomprehensive income, a statement of financial position, a statement of changes in equity and a

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cashflow statement. Gains/losses on investments within the statement of comprehensive incomewill show the movement in fair value of the investments and any gains/losses on disposals ofinvestments. The Company’s management and administration fees, finance costs and otheroperating expenses will be charged through the statement of comprehensive income. Costs directlyrelating to the issue of new Shares will be charged to the Company’s share premium.

VALUATIONS

The unaudited Net Asset Value per Share in Dollars will be calculated by the Administrator on aweekly basis. Such calculations will be notified through a Regulatory Information Service and willalso be available on the Company’s website.

The Net Asset Value is the value of all assets of the Company less liabilities (including provisionsfor such liabilities). The Net Asset Value per Share is the Net Asset Value divided by the numberof Shares of the relevant class in issue at the relevant time.

The Listed Portfolio will be valued on a weekly basis. The AIFM will be responsible for carrying outvaluations of the Listed Portfolio which will be consistent with IFRS. The Company’s currentvaluation policy, as at the date of this Prospectus, follows the principles set out below:

(A) any security which is listed or quoted on any securities exchange or similar electronic systemand regularly traded thereon will be valued at the closing bid price or in the absence of aclosing bid price, last traded price as quoted on the relevant stock exchange, as at therelevant valuation day, and as adjusted in such manner as the Directors and the AIFM jointly,in their sole discretion, think fit, having regard to the size of the holding, and where prices areavailable on more than one exchange or system for a particular security the price will be theclosing price on the exchange which constitutes the main market for such security or the onewhich the Directors and the AIFM jointly, in their sole discretion, determine provides thefairest criteria in ascribing a value to such security;

(B) any security which is not listed or quoted on any securities exchange or similar electronicsystem or if, being so listed or quoted, is not regularly traded thereon or in respect of whichno prices as described above are available, will be valued at its probable realisation value asdetermined by the Directors and the AIFM jointly in good faith having regard to its cost price,the price at which any recent transaction in the security may have been effected, the size ofthe holding having regard to the total amount of such security in issue, and such other factorsas the Directors and the AIFM jointly, in their sole discretion, deem relevant in considering apositive or negative adjustment to the valuation;

(C) investments, other than securities, which are dealt in or traded through a clearing firm or anexchange or through a financial institution will be valued by reference to the most recentofficial settlement price quoted by that clearing house, exchange or financial institution. Ifthere is no such price, then the average will be taken between the lowest offer price and thehighest bid price at the close of business on any market on which such investments are orcan be dealt in or traded, provided that where such investments are dealt in or traded onmore than one market, the Directors and the AIFM jointly may determine which market shallprevail;

(D) investments, other than securities, including over-the-counter derivative contracts, which arenot dealt in or traded through a clearing firm or an exchange or through a financial institutionwill be valued on the basis of the latest available valuation provided by the relevantcounterparty;

(E) deposits will be valued at their cost plus accrued interest; and

(F) any value (whether of an investment or cash) otherwise than in Dollars will be converted intoDollars at the rate (whether official or otherwise) which the Directors and the AIFM jointly, intheir absolute discretion, deem applicable as at close of business on the relevant valuationday, having regard, among other things, to any premium or discount which they consider maybe relevant and to costs of exchange.

The Company will appoint an External Valuer to value the Sustainable Infrastructure Investments inthe Private Portfolio (as they are not publicly traded) on a semi-annual basis. The External Valuerwill agree the appropriate valuation guidelines and methodology in respect of the Private Portfoliowith the Directors and the AIFM and the valuations will be determined in line with IFRS. The Net

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Asset Value per Share calculated by the Administrator will be based, in respect of the PrivatePortfolio, on the most recent valuations prepared by the External Valuer.

The Directors and the AIFM jointly may, at their discretion, permit any other method of valuation tobe used if they consider that such method of valuation better reflects value and is in accordancewith IFRS.

The Board may temporarily suspend the calculation of the Net Asset Value during a period when,as a result of political, economic, military or monetary events or any circumstances outside thecontrol, responsibility or power of the Board, disposal or valuation of investments of the Companyor other transactions in the ordinary course of the Company’s business are not reasonablypracticable without being materially detrimental to the interests of Shareholders or if, in the opinionof the Board: (a) the Net Asset Value cannot be fairly calculated; (b) there is a breakdown of themeans of communication normally employed in determining the calculation of Net Asset Value; or(c) it is not reasonably practicable to determine the Net Asset Value on an accurate and timelybasis.

Any suspension in the calculation of the Net Asset Value, to the extent required under the Articlesor by the Listing Rules, will be notified through a Regulatory Information Service as soon aspracticable after any such suspension occurs.

DISTRIBUTION POLICY*

General

The Company may pay a dividend at the discretion of the Board. The Company will target adividend of 3 cents per Ordinary Share in its first financial year, 5 cents per Ordinary Share in itssecond financial year, 6 cents per Ordinary Share in its third financial year and will target anannual dividend of at least 6 cents per Ordinary Share thereafter.

The Company intends to pay one dividend in respect of its first financial period ending on31 December 2018. Thereafter it is intended that dividends will be paid semi-annually as interimdividends in respect of the periods ending 30 June and 31 December.

The Company will seek to maintain the above dividend policy. To the extent that the Company’snet income (calculated as received revenue less the operating costs of the Company charged tothe revenue column of the Company’s income statement) in any financial period exceeds theamount paid as dividend, this excess may be retained by the Company for use in smoothing futuredividend payments (subject to satisfying the requirements for maintaining investment trust status).Conversely, to the extent that the payment of the target dividend, or any other dividend, wouldrepresent an amount greater than the Company’s net income (calculated as above) for the relevantperiod, part of such dividend payment would, after paying out available net income, have to bemade out of the capital profits or retained profits of the Company.

The Company will seek to comply with the requirements for maintaining investment trust status forthe purposes of section 1158 of the Corporation Tax Act 2010 (as amended) regarding distributableincome.

The rights attaching to the C Shares, including as to dividends and other distributions, are set outin Part 6 of this Prospectus. Dividends will be declared on the C Shares only in the event thatthere is material net income available for distribution to the holders of the C Shares of the relevanttranche.

Scrip Dividends

The Company has the ability, by ordinary resolution, to offer Shareholders the right to elect toreceive further Shares, credited as fully paid, instead of cash in respect of all or any part of anydividend (a scrip dividend).

The Directors believe that the ability for Shareholders to elect to receive future dividends from theCompany wholly or partly in the form of new Shares in the Company rather than in cash is likelyto benefit both the Company and certain Shareholders. The Company will benefit from the ability toretain cash which would otherwise be paid as dividends. To the extent that a scrip dividendalternative is offered in respect of any future dividend, Shareholders will be able to increase theirShareholdings without incurring dealing costs or paying stamp duty reserve tax. The decision

* These are targets only and not profit forecasts. There can be no assurance that these target will be met or that the Companywill make any distributions or have any capital appreciation at all.

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whether to offer such a scrip dividend alternative in respect of any dividend will be made by theDirectors at the time the relevant dividend is declared and must be authorised by an ordinaryresolution of the Company.

DISCOUNT MANAGEMENT

Purchases of Ordinary Shares by the Company in the market

By a special resolution of the Company, passed on 27 November 2017, the Company was grantedShareholder authority (subject to the Listing Rules and all other applicable legislation andregulations) to purchase in the market up to 14.99 per cent. per annum of the Ordinary Shares inissue immediately following Admission. This authority will expire at the conclusion of the firstannual general meeting of the Company or 18 months from the date of the special resolution,whichever is the earlier, unless such authority is varied, revoked or renewed prior to such time.The Directors intend to seek renewal of this authority from Shareholders at each annual generalmeeting.

It is the Company’s investment objective to return value to Shareholders in the form of dividendsand capital distributions. The Company intends to distribute net income in the form of dividends.Furthermore, in normal market circumstances, the Directors intend to favour pro rata capitaldistributions ahead of Ordinary Share repurchases in the market. However, if the Ordinary Shareshave traded at a significant discount to NAV for a prolonged period the Board will considerprioritising the use of net income after the payment of dividends for market repurchases over otheruses of capital.

If the Board does decide that the Company should repurchase Ordinary Shares, purchases willonly be made through the market for cash at prices below the estimated prevailing Net AssetValue per Ordinary Share where the Directors believe such purchases will result in an increase inthe Net Asset Value per Ordinary Share. Such purchases will only be made in accordance with theAct and the Listing Rules, which currently provide that the maximum price to be paid per OrdinaryShare must be not more than the higher of: (a) five per cent. above the average market value ofthe Ordinary Shares for the five Business Days prior to the day the purchase is made; or (b) thehigher of the price of the last independent trade and the highest independent bid for the OrdinaryShares at the time of the purchase for any number of the Ordinary Shares on the trading venuewhere the purchase is carried out.

Tender offers

The Company may also make tender offers from time to time as part of its overall approach todiscount management. As such, subject to certain limitations and the Directors exercising theirdiscretion to operate the tender offer on any relevant occasion, Shareholders may tender forpurchase all or part of their holdings of Ordinary Shares for cash. Tender offers will, for regulatoryreasons, not normally be open to Shareholders (if any) in any of the Excluded Territories.Implementation of tender offers is subject to prior Shareholder approval.

In order to implement a tender offer it is likely that a market maker selected by the Board will, asprincipal, purchase the Ordinary Shares tendered at the tender price and will sell the relevantOrdinary Shares on to the Company at the same price by way of an on-market transaction, unlessthe Company has agreed with the market maker that the market maker may sell any of theOrdinary Shares in the market. Tender offers will be conducted in accordance with the ListingRules and the rules of the London Stock Exchange.

In addition to the availability of the share purchase and tender offers mentioned above,Shareholders may seek to realise their holdings through disposals in the market.

Prospective Shareholders should note that the exercise by the Directors of the Company’s powersto repurchase Shares either pursuant to a tender offer or the general repurchase authority isentirely discretionary and they should place no expectation or reliance on the Directors exercisingsuch discretion on any one or more occasions. Moreover, prospective Shareholders should notexpect, as a result of the Directors exercising such discretion, to be able to realise all or part oftheir holding of Shares, by whatever means available to them, at a value reflecting their underlyingNet Asset Value.

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Treasury shares

The Company is able to hold Ordinary Shares acquired by way of market purchase or by way oftender offer as treasury shares i.e. the Ordinary Shares which remain in issue and owned by theCompany rather than being cancelled. Such Ordinary Shares may be subsequently cancelled orsold for cash.

Up to 14.99 per cent. of the Ordinary Shares in issue at any time may be bought by the Companyin the market (as described above) or by way of tender offer and held as treasury shares. Thiswould give the Company the ability to sell Ordinary Shares held as treasury shares quickly andcost efficiently, and would provide the Company with additional flexibility in the management of itscapital base.

LIFE OF THE COMPANY

The Company has been established with an indefinite life; however, the Directors consider itdesirable to give the Shareholders the opportunity to review the future of the Company in certainspecific circumstances.

The Company will propose a continuation vote to Shareholders in any of the followingcircumstances:

(a) if at any time prior to the third anniversary of the date of Admission, Ms Seshamani ceasesto be employed by Greensphere Advisors (or any other member of the Group);

(b) if 2/3rds of the Net Issue Proceeds are not invested in, committed to, or allocated forinvestment in Sustainable Infrastructure Investments for the account of the Private Portfolio,during the period ending on the third anniversary of Admission (excluding for the purposes ofdetermining whether amounts have been invested in Sustainable Infrastructure Investmentsduring that period any Sustainable Infrastructure Investments that are held for less than threemonths); and

(c) if the Company does not pay a Covered Dividend for the financial year ending 31 December2020 of at least 6 cents per Ordinary Share.

Continuation votes will require more than 50 per cent. of the total voting rights cast on theresolution to be in favour in order for the Company to continue in its current format. If theresolution is not passed, the Directors will formulate proposals to be put to Shareholders within sixmonths of such resolution being defeated for the reorganisation or reconstruction of the Company.

If at any time following the third anniversary of the date of Admission but prior to the fifthanniversary of such date, Ms Seshamani ceases to be actively involved in the management of theCompany then the continuation of the Company will be referred to the Board for consideration.

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PART 5: ISSUE ARRANGEMENTS

THE ISSUE

Introduction

The Issue comprises up to 500 million Ordinary Shares to be issued at a price of US$1.00 eachpursuant to the Placing and the Offer for Subscription.

If the Issue meets its maximum size of US$500 million, it is expected that the Company willreceive approximately US$490 million from the Issue, net of fees and expenses (including VATwhere relevant) associated with the Issue, which are anticipated to amount to approximately US$10million.

The Directors intend that the Net Issue Proceeds will be used by the Company to acquireinvestments in accordance with the Investment Policy, pay ongoing operational expenses andprovide sufficient working capital for the Group.

The Issue, which is not underwritten, is conditional upon:

* Admission occurring by 8.00 a.m. on 20 December 2017 or such other date as the Companyand Numis may agree, being not later than the Final Date;

* the Issue Agreement having become unconditional in all respects (save as to eachsubsequent Admission under the Placing Programme) and not having been terminated inaccordance with its terms before Admission; and

* the Net Issue Proceeds being equal to or exceeding US$196 million.

If these conditions are not met the Issue will not proceed. Subject to those matters upon which theIssue is conditional, the Directors, with the consent of Numis, may bring forward or postpone theclosing date for the Placing and the Offer for Subscription by up to two weeks. The Issue may notbe revoked after dealings in the Ordinary Shares have commenced.

Applications will be made for the Ordinary Shares to be issued pursuant to the Issue to beadmitted to the Official List with a premium listing and to trading on the premium segment of theMain Market.

The Offer for Subscription

The Offer for Subscription will open on 1 December 2017 and the latest time for receipt ofApplication Forms will be 11.00 a.m. on 14 December 2017.

The terms and conditions of application under the Offer for Subscription and an Application Formare included at the end of this Prospectus. These terms and conditions should be read carefullybefore an application is made. Investors who are in any doubt about the Offer for Subscriptionshould consult a person authorised for the purposes of FSMA who specialises in advising on theacquisition of shares and other securities. Application Forms, accompanied by a cheque or dulyendorsed banker’s draft (where making payment in such manner), should be returned by post (orby hand during normal business hours only) to Link Asset Services Corporate Actions, TheRegistry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU by no later than 11.00 a.m. on14 December 2017.

The Placing

The Company, Greensphere Capital Partners, Ecofin, certain Directors and Numis have enteredinto the Issue Agreement, pursuant to which Numis has agreed, subject to certain conditions, touse reasonable endeavours to procure placees for up to 500 million Ordinary Shares at the IssuePrice under the Placing (less the number of Ordinary Shares required to satisfy valid applicationsaccepted by the Company under the Offer for Subscription). Placing commitments should bereceived by no later than 12 noon on 15 December 2017.

Details of the terms of the Issue Agreement are set out in Part 8 of this Prospectus.

Basis of Allocation

If subscriptions exceed the maximum number of Ordinary Shares available under the Issue, theDirectors will, at their discretion, scale back subscriptions under the Placing and the Offer forSubscription in such amounts as they consider appropriate. The Company reserves the right todecline in whole or in part any application for Ordinary Shares pursuant to the Placing or Offer for

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Subscription. Accordingly, applicants for Ordinary Shares may, in certain circumstances, not beallotted the number of Ordinary Shares for which they have applied. In particular, the Companyintends to scale back applications to the extent required to ensure that applications for OrdinaryShares made by Directors, Greensphere management and their families and any other investorsspecifically referred to in this Prospectus, can be satisfied in full.

The basis of allocation under the Issue is expected to be announced on 18 December 2017through a Regulatory Information Service.

THE PLACING PROGRAMME

Introduction

Following the Issue, the Directors intend to implement the Placing Programme to enable theCompany to raise additional capital in the period from 21 December 2017 to 29 November 2018.Under the Placing Programme, the Company is proposing to issue up to 500 million Shares, whichmay be issued as Ordinary Shares and/or C Shares at the discretion of the Directors. TheDirectors expect to issue Shares pursuant to the Placing Programme as C Shares only incircumstances where: (a) the Company is raising capital that it does not expect to be able to fullydeploy shortly after issue, in order to mitigate the risk of cash drag on the Ordinary Shareholders;or (b) a dividend in respect of the Ordinary Shares has not yet been declared in respect of aperiod and it is intended to issue Shares on an ex-dividend basis for the relevant period (althoughthere may be other circumstances in which the Directors consider that it is in the best interests ofthe Company to issue C Shares pursuant to the Placing Programme).

Allocations of the Shares under the Placing Programme will be determined at the discretion of theDirectors (in consultation with Numis). The net proceeds of the Placing Programme are dependenton: (i) the aggregate number of Shares issued pursuant to the Placing Programme; and (ii) theprice at which any Shares issued under the Placing Programme as Ordinary Shares are issued(the C Shares will be issued at a Placing Programme Price of US$1.00 each). However, assumingthat 500 million Shares are issued as C Shares at a Placing Programme Price of US$1.00 perC Share under the Placing Programme in a single Subsequent Placing, the Company would raiseUS$500 million of gross proceeds from the Placing Programme. Assuming the deduction ofexpenses of approximately US$10 million, the net proceeds of the Placing Programme would beapproximately US$490 million.

The Company intends to use the net proceeds from any Subsequent Placing to fund theacquisition of further investments in accordance with the Investment Policy, to pay ongoingoperational expenses or for other working capital purposes.

The Directors will consider the potential impact of the Placing Programme on the payment ofdividends to Shareholders and intend to ensure that it will not result in any material dilution of thedividends per Ordinary Share that the Company may be able to pay. If US$500 million is raisedunder the Placing Programme by the issue of Ordinary Shares and assuming that US$500 millionis raised pursuant to the Placing and Offer for Subscription before expenses, based on an examplePlacing Programme Price per Ordinary Share of US$1.00, a Shareholder holding Ordinary Sharesrepresenting 1 per cent. of the Company’s issued Ordinary Share capital immediately followingAdmission on completion of the Issue, who does not participate in the Placing Programme, would,following the completion of the Placing Programme, hold Ordinary Shares representingapproximately 0.5 per cent. of the Company’s issued Ordinary Shares.

The Placing Programme should enable the Company to take advantage of investment opportunitiesas they arise in the future, mitigating the risk of cash drag.

Conditions

Each Subsequent Placing pursuant to the Placing Programme is conditional on (inter alia):

(a) Admission of the Shares issued pursuant to each Subsequent Placing by 8.00 a.m. on suchdate as the Company and Numis may agree prior to the closing of that Subsequent Placing,not being later than the Final Date;

(b) the Issue Agreement having become unconditional in respect of the relevant SubsequentPlacing and not having been terminated in accordance with its terms before the relevantAdmission; and

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(c) a valid supplementary prospectus being published by the Company if required by theProspectus Rules.

In circumstances in which these conditions are not fully met, the issue of Shares pursuant to thatSubsequent Placing will not proceed. There is no minimum size of the Placing Programme and theSubsequent Placings under the Placing Programme will not be underwritten.

Ordinary Shares and C Shares of each tranche issued pursuant to the Placing Programme willrank pari passu with the Ordinary Shares and C Shares of the same tranche, as applicable, thenin issue (save for any dividends or other distributions declared, made or paid on the OrdinaryShares or C Shares by reference to a record date prior to the allotment of the relevant Shares).

The Placing Programme Price

All Shares issued as Ordinary Shares pursuant to the Placing Programme will be issued at apremium to the latest published Net Asset Value per Ordinary Share which is at least sufficient tocover the costs and expenses of the relevant Subsequent Placing (which will not exceed 2 percent. of the gross proceeds from the relevant Subsequent Placing). In determining the relevantPlacing Programme Price, the Directors will also take into consideration (inter alia), the prevailingmarket conditions at that time. The actual Placing Programme Price for Shares to be issued asOrdinary Shares pursuant to a Subsequent Placing will be published as soon as reasonablypracticable following the closing of that Subsequent Placing through a Regulatory InformationService.

The Placing Programme Price of any C Shares issued pursuant to the Placing Programme will beUS$1.00 per C Share.

General

The Shares available under the Placing Programme will be offered to institutional and othersophisticated investors.

The closing date for each Subsequent Placing will be as agreed between the Company and Numisand notified to Placees.

The Company, Greensphere Capital Partners, Ecofin, certain Directors and Numis have enteredinto the Issue Agreement, pursuant to which Numis has agreed, subject to certain conditions, touse its reasonable endeavours to procure subscribers for the Shares made available under thePlacing Programme. The terms and conditions of the Placing Programme are set out at the end ofthis Prospectus. These terms and conditions, together with any relevant supplementary prospectusapplicable to the relevant Subsequent Placing, should be read carefully before a commitmentpursuant to any Subsequent Placing is made.

Investors will be informed whether the Company will issue Shares pursuant to a SubsequentPlacing as Ordinary Shares or C Shares by the publication of an announcement through an RIS atthe time of the relevant Subsequent Placing.

If subscriptions under a Subsequent Placing exceed the maximum number of Shares availableunder that Subsequent Placing, the Directors, in consultation with Numis, will scale backsubscriptions at their discretion.

The number of Shares allotted and issued, and the basis of allocation under a Subsequent Placing,is expected to be announced as soon as reasonably practicable following the closing of thatSubsequent Placing. The basis of allocation shall be determined by the Directors after consultationwith Numis.

CREST accounts are expected to be credited on the date of the relevant Admission and it isanticipated that, where Shareholders have requested them, certificates in respect of the Shares tobe held in certificated form will be dispatched approximately one week following Admission of therelevant Shares. Pending receipt by Shareholders of definitive share certificates, if issued, theRegistrar will certify any instruments of transfer against the register of members.

The ISIN and SEDOL for any C Shares to be issued pursuant to the Placing Programme will beannounced at the time of the relevant Subsequent Placing through a Regulatory InformationService.

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General Information Relating to the Issue and the Placing Programme

Timing

Subject to those matters on which the Issue is conditional, the Directors, with the consent ofNumis, may bring forward or postpone the closing date for the Placing and the Offer forSubscription by up to two weeks.

Return of monies

To the extent that any application for subscription in relation to the Issue is rejected in whole or inpart, the conditions of the Issue are not met, or the Directors determine in their absolute discretionthat the Issue should not proceed, monies received by Link Asset Services, as Receiving Agent tothe Offer for Subscription, will be returned to each relevant applicant at the applicant’s risk andwithout interest.

To the extent that any application for subscription under a Subsequent Placing is rejected in wholeor in part, the conditions of the Subsequent Placing are not met, or the Directors determine in theirabsolute discretion that a Subsequent Placing should not proceed, monies received will be returnedto each relevant applicant at his or her or its risk and without interest.

Multiple applications

The Company does not propose to accept multiple subscriptions under either the Issue or anySubsequent Placing. Under the Offer for Subscription, financial intermediaries who are investing onbehalf of clients should make separate applications for each client. Multiple applications orsuspected multiple applications on behalf of a single client are liable to be rejected.

Overseas Investors

The attention of persons resident outside the UK is drawn to the section of this Prospectus headed‘‘Restrictions on Sale to Overseas Investors’’ which contains restrictions on the holding of Sharesby such persons.

This Prospectus does not constitute an offer to sell or an offer to subscribe for or buy Shares inany jurisdiction in which such offer or solicitation is unlawful.

In particular investors should note that the Ordinary Shares and any C Shares have not been andwill not be registered under the US Securities Act or with any securities regulatory authority of anystate or other jurisdiction of the United States and the Company has not registered, and does notintend to register, as an investment company under the US Investment Company Act. Accordingly,the Shares may not be offered, sold, pledged or otherwise transferred or delivered within theUnited States or to, or for the account or benefit of, any US Persons except in a transactionmeeting the requirements of an applicable exemption from the registration requirements of the USSecurities Act.

CREST

CREST is a paperless settlement procedure enabling securities to be transferred from one person’sCREST account to another without the need to use share certificates or written instruments oftransfer.

The Articles permit the holding of the Shares under the CREST system and the Company willapply for the Shares issued pursuant to the Issue and the Placing Programme to be admitted toCREST with effect from the relevant Admission. Accordingly, settlement of transactions in theShares following the relevant Admission may take place within the CREST system if anyShareholder so wishes (provided that the Shares are not in certificated form).

CREST is a voluntary system and, upon the specific request of a Shareholder, the Shares of thatShareholder which are being held under the CREST system may be exchanged, in whole or inpart, for Shares in certificated form.

If a Shareholder or transferee requests Shares to be issued in certificated form, a share certificatewill be despatched either to them or their nominated agent (at their own risk) within 21 days ofcompletion of the registration process or transfer, as the case may be, of the Shares.

Shareholders who are non-US Persons holding definitive certificates may elect at a later date tohold their Shares through CREST in uncertificated form provided that they surrender their definitivecertificates.

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Dealing Arrangements

The Issue

Application will be made for the Ordinary Shares to be admitted to trading on the Main Market. Itis expected that Admission will become effective, and that dealings in the Ordinary Shares willcommence, at 8.00 a.m. on 20 December 2017.

The Placing Programme

Application will be made for all of the Shares to be issued pursuant to each Subsequent Placing tobe admitted to trading on the Main Market. It is expected that Admissions in respect of the PlacingProgramme will become effective, and that dealings for normal settlement in Shares issuedpursuant to the Placing Programme will take place, between 21 December 2017 and 29 November2018. The Placing Programme will remain open until 29 November 2018.

All dealings in Shares prior to the commencement of unconditional dealings will be at the sole riskof the parties concerned.

Settlement

The latest time and date for acceptance and payment in full is expected to be 11.00 a.m. on14 December 2017 for the Offer for Subscription and 12 noon on 15 December 2017 for thePlacing, unless otherwise announced by the Company.

The Placing

Payment for the Ordinary Shares to be acquired under the Placing should be made in accordancewith the settlement instructions provided to investors by Numis.

The Offer for Subscription

Payment for Ordinary Shares applied for under the Offer for Subscription should be made inaccordance with the instructions contained in ‘‘Terms and Conditions of the Offer for Subscription’’and the Application Form set out at the end of this Prospectus. Payment for Ordinary Sharesapplied for under the Offer for Subscription may be made by cheque or banker’s draft, byelectronic bank transfer (CHAPS) or via CREST (that is delivery versus payment or ‘‘DVP’’).

The Placing Programme

Payment for the Shares to be acquired under a Subsequent Placing should be made inaccordance with the settlement instructions provided to investors by Numis.

Anti-money laundering

Pursuant to anti-money laundering laws and regulations with which the Company must comply inthe UK, the Company and its agents, including the Administrator, the Registrar, the ReceivingAgent, Greensphere Advisors, the AIFM and Numis may require evidence in connection with anyapplication for Shares, including further identification of the applicant(s), before any Shares areissued to an applicant.

The Company and its agents, including the Administrator, the Registrar, the Receiving Agent,Greensphere Advisors, the AIFM and Numis reserve the right to request such information as isnecessary to verify the identity of a prospective Shareholder and (if any) the underlying prospectivebeneficial owner of a Shareholder’s Shares. In the event of delay or failure by the prospectiveShareholder to produce any information required for verification purposes, the Directors, inconsultation with the Receiving Agent and Numis may refuse to accept a subscription for Shares.

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PART 6: TERMS OF THE C SHARES AND THE CONVERSION RATIO

1. GENERAL

1.1 An issue of C Shares is designed to overcome the potential disadvantages for both existingand new investors which could arise out of a conventional fixed price issue of further OrdinaryShares of an existing issued class for cash. In particular:

(a) the Net Asset Value of the existing Ordinary Shares will not be diluted by the expensesassociated with the relevant Subsequent Placing which will be borne by the subscribersfor C Shares and not by existing Shareholders; and

(b) the basis upon which the C Shares will convert into Ordinary Shares is such that thenumber of Ordinary Shares to which C Shareholders will become entitled will reflect therelative investment performance and value of the pool of new capital attributable to theC Shares raised pursuant to the relevant Subsequent Placing up to the Calculation Timeas compared to the assets attributable to the existing Ordinary Shares at that time and,as a result, neither the Net Asset Value attributable to the existing Ordinary Shares northe Net Asset Value attributable to the C Shares will be adversely affected byConversion.

1.2 The C Shares will convert into Ordinary Shares on the basis of the Conversion Ratio whichwill be calculated at a time determined by the Directors in accordance with the Articles (asset out more fully below). Once the Conversion Ratio has been calculated, the C Shares willconvert into Ordinary Shares and Deferred Shares on the basis set out below.

1.3 The Directors expect to issue Shares pursuant to the Placing Programme as C Shares only incircumstances where: (a) the Company is raising capital that it does not expect to be able tofully deploy shortly after issue, in order to mitigate the risk of cash drag on the OrdinaryShareholders; or (b) a dividend in respect of the Ordinary Shares has not yet been declaredin respect of a period and it is intended to issue Shares on an ex-dividend basis for therelevant period, although there may be other circumstances in which the Directors considerthat it is in the best interests of the Company to issue C Shares pursuant to the PlacingProgramme.

1.4 This Prospectus is also a prospectus for the purposes of the Prospectus Rules with respectto the Ordinary Shares into which the C Shares may convert in accordance with the termsoutlined in this Part 6.

2. EXAMPLE OF CONVERSION MECHANISM

2.1 The following example illustrates the basis on which the number of Ordinary Shares arisingon Conversion will be calculated. The example is unaudited and is not intended to be aforecast of the number of Ordinary Shares which will arise on Conversion, nor a forecast ofthe level of income which may accrue to Ordinary Shares in the future. The Conversion Ratioat the Calculation Time will be calculated by reference to the Net Asset Values of theOrdinary Shares and the C Shares at the Calculation Time and may not be the same as theillustrative Net Asset Values set out below.

2.2 The example illustrates the number of Ordinary Shares which would arise on the conversionof 1,000 C Shares held at Conversion using assumed NAVs attributable to the C Shares andthe Ordinary Shares in issue at the Calculation Time. The assumed NAV attributable to aC Share at the Calculation Time is based on the assumption that 100 million C Shares areissued and that the costs of the relevant Subsequent Placing of C Shares amount toUS$2 million. The assumed NAV attributable to each Ordinary Share is US$1.01.

Example

Number of C Shares subscribed 1,000Amount subscribed (US$) 1,000Net Asset Value attributable to a C Share at the Calculation Time (US$) 0.98Net Asset Value attributable to an Ordinary Share at the Calculation Time (US$) 1.01Conversion Ratio 0.9703Ordinary Shares arising in Conversion 970

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3. TERMS OF THE C SHARES

The rights and restrictions attaching to the C Shares are set out in the Articles. The relevantprovisions are as set out below.

4. DEFINITIONS

The following definitions apply for the purposes of this Part 6 in addition to, or (where applicable)in substitution for, the definitions applicable elsewhere in this Prospectus.

C Shares means the shares of US$0.10 in the capital of the Company issued and designated asC Class shares of whatever tranche and having the rights and being subject to the restrictionsdescribed in the Articles.

Calculation Time means in relation to any tranche of C Shares the earliest of:

(a) the close of business on the date determined by the Directors that at least 80 per cent. (orsuch other percentage as determined by the Directors at the time of issue of the relevanttranche of C Shares) of the assets attributable to that tranche of C Shares have beeninvested (as defined below) in accordance with the Company’s investment policy;

(b) the close of business on the last Business Day prior to the day on which Force MajeureCircumstances have arisen or the Directors resolve that such circumstances are incontemplation;

(c) the close of business on such date as the Directors may determine to enable the Company tocomply with its obligations in respect of Conversion; and

(d) the close of business on the Business Day falling six months after the Admission of thattranche of C Shares or such other time or date as may be determined by the Directors at thetime at which the relevant tranche of C Shares were issued.

Conversion means in relation to any tranche of C Shares, the conversion of that tranche ofC Shares into New Shares and Deferred Shares in accordance with the Articles.

Conversion Ratio is A divided by B calculated to four decimal places (with 0.00005 being roundedupwards) where:

A =C – D

E

and

B =F – G

H

and where:

‘‘C’’ is the aggregate of:

(i) the value of the investments of the Company attributable to the C Shares of the relevanttranche (other than investments which are subject to restrictions on transfer or a suspensionof dealings, which are to be valued in accordance with (ii) below) which are listed or dealt inon a stock exchange or on a similar market:

(a) calculated in the case of investments of the Company which are listed on the LondonStock Exchange according to the prices issued by the London Stock Exchange as at theCalculation Time, being the closing middle market prices for all investments other thanthe FTSE 100 constituents and FTSE 100 reserve list constituents for which the lasttrade prices shall be used. If any such investments are traded under the London StockExchange Daily Electronic Trading Service (‘‘SETS’’) and the latest recorded prices atwhich such investments have been traded as shown in the London Stock ExchangeDaily Official List differ materially from the bid and offer prices of the investments quotedon SETS as at the Calculation Time, the value of such investments shall be adjusted toreflect the fair realisable value as determined by the Directors. Investments of theCompany which are listed, quoted or dealt in on any other recognised stock exchangeshall be valued by reference to the closing middle market prices on the principal stockexchange or market where the relevant investment is listed, quoted or dealt in as at theCalculation Time, as shown by the relevant exchange’s or market’s recognised method

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of publication of prices for such investments. Debt related securities (includingGovernment stocks) shall be valued by reference to the closing middle market price,subject to any adjustment to exclude any accrual of interest which may be included inthe quoted price, as at the Calculation Time; or

(b) where such published prices are not available, calculated by reference to the Directors’belief as to a fair current trading price at the Calculation Time for those investments,after taking account of any other price publication services reasonably available to theDirectors;

(ii) the value of all other investments of the Company attributable to the C Shares of the relevanttranche at their respective acquisition costs, subject to such adjustments as the Directors maydeem appropriate to be made for any variations in the value of such investments between thedate of acquisition and the Calculation Time; and

(iii) the amount which, in the Directors’ opinion, fairly reflects, at the Calculation Time, the valueof the current assets of the Company attributable to the C Shares of the relevant tranche(including cash and deposits with or balances at bank and including any accrued income andother items of a revenue nature less accrued expenses) other than those assets that arevalued in accordance with paragraphs (i) or (ii) above in order to prevent any double-countingof the same assets;

‘‘D’’ is the amount which (to the extent not otherwise deducted in the calculation of ‘‘C’’) in theDirectors’ opinion fairly reflects the amount of the liabilities attributable to the C Shares of therelevant tranche at the Calculation Time;

‘‘E’’ is the number of C Shares of the relevant tranche in issue at the Calculation Time;

‘‘F’’ is the aggregate of:

(i) the value of all the investments of the Company (other than investments which are subject torestrictions on transfer or a suspension of dealings, which are to be valued in accordancewith (ii) below, and other than investments attributable to the C Shares (of whatever tranche)in issue at the Calculation Time), which are listed or dealt in on a stock exchange or on asimilar market:

(a) calculated in the case of investments of the Company which are listed on the LondonStock Exchange according to the prices issued by the London Stock Exchange as at theCalculation Time, being the closing middle market prices for all investments other thanthe FTSE 100 constituents and FTSE 100 reserve list constituents for which the lasttrade prices shall be used. If any such investments are traded under the London StockExchange Daily Electronic Trading Service (‘‘SETS’’) and the latest recorded prices atwhich such investments have been traded as shown in the London Stock ExchangeDaily Official List differ materially from the bid and offer prices of the investments quotedon SETS as at the Calculation Time, the value of such investments shall be adjusted toreflect the fair realisable value as determined by the Directors. Investments of theCompany which are listed, quoted or dealt in on any other recognised stock exchangeshall be valued by reference to the closing middle market prices on the principal stockexchange or market where the relevant investment is listed, quoted or dealt in as at theCalculation Time, as shown by the relevant exchange’s or market’s recognised methodof publication of prices for such investments. Debt related securities (includingGovernment stocks) shall be valued by reference to the closing middle market price,subject to any adjustment to exclude any accrual of interest which may be included inthe quoted price, as at the Calculation Time; or

(b) where such published prices are not available, calculated by reference to the Directors’belief as to a fair current trading price for those investments, after taking account of anyother price publication services reasonably available to the Directors;

(ii) the value of all other investments of the Company, other than investments attributable to theC Shares (of whatever tranche) in issue at the Calculation Time at their respective acquisitioncosts, subject to such adjustments as the Directors may deem appropriate to be made forany variations in the value of such investments between the date of acquisition and theCalculation Time; and

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(iii) the amount which, in the Directors’ opinion, fairly reflects at the Calculation Time, the value ofthe current assets of the Company (including cash and deposits with or balances at bank andincluding any accrued income or other items of a revenue nature less accrued expenses),other than those assets that are valued in accordance with paragraphs (i) or (ii) above inorder to prevent any double-counting of the same assets, and other than such assetsattributable to the C Shares (of whatever tranche) in issue at the Calculation Time;

‘‘G’’ is the amount which (to the extent not otherwise deducted in the calculation of ‘‘F’’) in theDirectors’ opinion fairly reflects the amount of the liabilities and expenses of the Company at theCalculation Time including, for the avoidance of doubt, the full amount of all dividends declared butnot paid less the amount of ‘‘D’’; and

‘‘H’’ is the number of Ordinary Shares in issue at the Calculation Time.

Conversion Time means a time which falls after the Calculation Time and is the time at which theAdmission of the New Shares to the premium segment of the Official List becomes effective andwhich is the earlier of:

(a) the opening of business on such Business Day as is selected by the Directors provided thatsuch day shall not be more than twenty Business Days after the Calculation Time; or

(b) such earlier date as the Directors may resolve should Force Majeure Circumstances havearisen or the Directors resolve that such circumstances are in contemplation.

Deferred Shares means deferred shares of US$0.01 each in the capital of the Company havingthe rights and being subject to the restrictions set out in the Articles arising on Conversion.

Force Majeure Circumstances in relation to any tranche of C Shares means any political and/oreconomic circumstances and/or actual or anticipated changes in fiscal or other legislation which, inthe reasonable opinion of the Directors, renders Conversion necessary or desirable notwithstandingthat less than 80 per cent. (or such other percentage as determined by the Directors at the time ofissue of the relevant tranche of C Shares) of the assets attributable to the relevant tranche ofC Shares are invested (as defined below) in accordance with the Company’s investment policy.

Independent Accountants means such firm of chartered accountants as the Directors may, fromtime to time, appoint for the purpose.

Issue Date means in relation to any tranche of C Shares the date on which the Admission of suchC Shares to the premium segment of the Official List becomes effective or, if later, the day onwhich the Company receives the net proceeds of the issue of such C Shares.

New Shares means Ordinary Shares arising on the conversion of the C Shares of the relevanttranche.

For the purposes of part (a) of the definition of Calculation Time and the definition of ForceMajeure Circumstances in relation to any tranche of C Shares, the assets attributable to theC Shares of that tranche shall be treated as having been ‘‘invested’’ if they have been expendedby or on behalf of the Company in the acquisition or making of an investment (whether bysubscription or purchase or repayment of any borrowing incurred in respect of the acquisition ofany investment or investments even if such investment or investments were acquired prior to theissue of the relevant tranche of C Shares) or if any obligation to make such payment has arisen orcrystallised (in each case unconditionally or subject only to the satisfaction conditions that theDirectors reasonably believe will be satisfied before any final date for the satisfaction of suchconditions has expired) in relation to which the consideration amount has been determined or iscapable of being determined by operation of an agreed contractual mechanic.

5. ISSUE OF C SHARES

5.1 Subject to the Act and each other act and statutory instrument for the time being in forceconcerning companies and affecting the Company, the Directors shall be authorised to issueC Shares in tranches on such terms as they determine provided that such terms areconsistent with the provisions contained in this paragraph. The Directors shall, on the issue ofeach tranche of C Shares, determine the Calculation Time and Conversion Time together withany amendments to the definition of Conversion Ratio attributable to each such tranche.

5.2 Each tranche of C Shares, if in issue at the same time, shall be deemed to be a separateclass of Shares. The Directors may, if they so decide, designate each tranche of C Shares insuch manner as they see fit in order that each tranche of C Shares can be identified.

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6. DIVIDENDS AND PARI PASSU RANKING OF C SHARES AND NEW SHARES

6.1 The holders of C Share(s) of a tranche shall be entitled to receive, and participate in, anydividends declared only insofar as such dividend is attributed, at the sole discretion of theDirectors, to the pool of assets attributed to the C Shares of that tranche.

6.2 If any dividend is declared after the issue of any tranche of C Shares and prior to theConversion of that tranche, the holders of Ordinary Shares shall be entitled to receive andparticipate in such dividend only insofar as such dividend is not attributed, at the solediscretion of the Directors, to the pool of assets attributed to the C Shares of that tranche.

6.3 No dividend or other distribution shall be made or paid by the Company on any of its Shares(other than any Deferred Shares for the time being in issue) between the Calculation Timeand the Conversion Time in respect of a tranche of C Shares (both dates inclusive), and nosuch dividend shall be declared with a record date falling between the Calculation Time andthe Conversion Time (both dates inclusive).

6.4 The New Shares shall rank in full for all dividends and other distributions declared, made orpaid after the Conversion Time and otherwise pari passu with the Ordinary Shares in issue atthe Conversion Time.

7. RIGHTS AS TO CAPITAL

Subject to the order of priority set out in the Articles, the capital and assets of the Company shallon a winding up or on a return of capital (other than on the redemption of redeemable shares or apurchase by the Company of its own shares) prior, in each case, to Conversion be dividedamongst the holders of the C Shares pro rata according to their holdings of C Shares.

8. VOTING AND TRANSFER

The C Shares shall carry the right to receive notice of, and to attend or vote at, any generalmeeting of the Company in the same manner as the Ordinary Shares (notwithstanding anydifference in the respective Net Asset Values of the C Shares and Ordinary Shares). The C Sharesshall be transferable in the same manner as the Ordinary Shares.

9. REDEMPTION

9.1 The C Shares shall be issued on terms that each tranche of C Shares shall be redeemableby the Company in accordance with the terms set out in the Articles.

9.2 At any time prior to Conversion, the Company may, at its discretion, redeem all or any of theC Shares then in issue by agreement with any holder(s) thereof in accordance with suchprocedures as the Directors may determine (subject to the facilities and procedures ofCREST) and in consideration of the payment of such redemption price as may be agreedbetween the Company and the relevant holders of C Share(s).

10. CLASS CONSENTS AND VARIATION OF RIGHTS

Without prejudice to the generality of the Articles, until Conversion the consent of the holders ofthe C Shares as a class shall be required for, and accordingly, the special rights attached to theC Shares shall be deemed to be varied (inter alia), by:

(a) any alteration to the Articles; or

(b) any alteration, increase, consolidation, division, sub-division, cancellation, reduction orpurchase by the Company of any issued share capital of the Company (other than onConversion or unless pursuant to a power of the Company that has previously been grantedor otherwise approved by Shareholders prior to the issue of the relevant tranche of C Shares);or

(c) any allotment or issue of any security convertible into or carrying a right to subscribe for anyshare capital of the Company or any other right to subscribe or acquire share capital of theCompany; or

(d) the passing of any resolution to wind up the Company; or

(e) any change to the accounting reference date of the Company.

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11. UNDERTAKINGS

Until Conversion, and without prejudice to its obligations under the Act and each other act andstatutory instrument for the time being in force concerning companies and affecting the Company,the Company shall in relation to each tranche of C Shares:

(a) procure that the Company’s records and bank accounts shall be operated so that the assetsattributable to the C Shares of the relevant tranche can, at all times, be separately identifiedand, in particular but without prejudice to the generality of the foregoing, the Company shallprocure that separate cash accounts shall be created and maintained in the books of theCompany for the assets attributable to the C Shares of the relevant tranche; and

(b) allocate to the assets attributable to the C Shares of the relevant tranche such proportion ofthe expenses or liabilities of the Company incurred or accrued between the Issue Date andthe Calculation Time (both dates inclusive) as the Directors fairly consider to be attributable tothe C Shares of the relevant tranche including, without prejudice to the generality of theforegoing, those liabilities specifically identified in the definition of Conversion Ratio in theArticles; and

(c) manage the Company’s assets so that such undertakings can be complied with by theCompany.

12. CONVERSION

12.1 In relation to each tranche of C Shares, the C Shares shall be sub-divided and converted intoNew Shares and Deferred Shares at the Conversion Time in accordance with the followingprovisions of this paragraph. The Directors shall procure that:

(a) the Company (or its delegates) calculate, within two Business Days after the CalculationTime, the Conversion Ratio as at the Calculation Time and the number of New Sharesand Deferred Shares to which each holder of C Shares of that tranche shall be entitledon Conversion; and

(b) the Independent Accountants shall be requested to certify, within three Business Daysafter the Calculation Time, that such calculations:

(i) have been performed in accordance with the Articles; and

(ii) are arithmetically accurate,

whereupon, subject to the proviso in the definition of Conversion Ratio in the Articles,such calculations shall become final and binding on the Company and all Shareholders.

12.2 The Directors shall procure that, as soon as practicable following such certification, anannouncement is made to an RIS, advising holders of C Share(s) of that tranche, of theConversion Time, the Conversion Ratio and the aggregate number of New Shares andDeferred Shares to which holders of C Share(s) of that tranche are entitled on Conversion.

12.3 Conversion shall take place at the Conversion Time. On Conversion each issued C Share ofthe relevant tranche shall automatically sub-divide into 10 conversion shares of US$0.01each, and such conversion shares of US$0.01 each shall automatically convert into suchnumber of New Shares and Deferred Shares as shall be necessary to ensure that, uponConversion being completed:

(a) the aggregate number of New Shares into which the same number of conversion sharesof US$0.01 each are converted equals the aggregate number of C Shares of thattranche in issue at the Calculation Time multiplied by the Conversion Ratio (roundeddown to the nearest whole New Share);

(b) each conversion share of US$0.01 which does not so convert into a New Share shallconvert into one Deferred Share;

(c) the New Shares and Deferred Shares arising upon Conversion shall be divided amongstthe former holders of C Share(s) pro rata according to their respective former holdingsof C Shares of the relevant tranche (provided always that the Directors may deal in suchmanner as they think fit with fractional entitlements to New Shares and Deferred Sharesarising upon Conversion, including, without prejudice to the generality of the foregoing,selling any New Shares representing such fractional entitlements and retaining theproceeds for the benefit of the Company) and for such purposes any Director is herebyauthorised as agent on behalf of the former holders of C Share(s), in the case of a

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share in certificated form, to execute any stock transfer form and to do any other act orthing as may be required to give effect to the same including, in the case of a share inuncertificated form, the giving of directions to or on behalf of the former holders of anyC Shares who shall be bound by them;

(d) forthwith upon Conversion, any certificates relating to the C Shares of the relevanttranche shall be cancelled and the Company shall issue to each such formerC Shareholder new certificates in respect of the New Shares which have arisen uponConversion unless such former holder of any C Shares elects to hold their New Sharesin uncertificated form. Share certificates in respect of the Deferred Shares will not beissued; and

(e) the Directors may make such adjustments to the terms and timing of Conversion as theyin their discretion consider are fair and reasonable, having regard to the interests of allShareholders.

13. DEFERRED SHARES

13.1 The C Shares of any tranche shall be issued on such terms that the Deferred Shares arisingupon Conversion (but not the New Shares arising on Conversion) may be repurchased by theCompany.

13.2 Immediately upon Conversion, the Company shall repurchase all of the Deferred Shareswhich arise as a result of the Conversion for an aggregate consideration of US$0.01 for every1,000,000 Deferred Shares, and the announcement referred to in paragraph 12.2 above shallbe deemed to constitute notice to each relevant holder of C Shares (and any person orpersons having rights to acquire or acquiring C Shares after the Calculation Time) that theDeferred Shares shall be repurchased immediately upon Conversion for an aggregateconsideration of US$0.01 for every 1,000,000 Deferred Shares. On repurchase, each DeferredShare shall be treated as cancelled in accordance with section 706 of the Act without furtherresolution or consent. The authority to repurchase the Deferred Shares shall expire on thefifth anniversary of the date on which the Articles were adopted.

13.3 The Company shall not be obliged to account to any holder of Deferred Shares for therepurchase of monies in respect of such Deferred Shares.

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PART 7: TAXATION

Introduction

The following statements are based upon current UK tax law and what is understood to be thecurrent practice of HMRC, both of which are subject to change, possibly with retrospective effect.The statements are intended only as a general guide and may not apply to certain Shareholders,such as dealers in securities, insurance companies, collective investment schemes or Shareholderswho have (or are deemed to have) acquired their Shares by virtue of an office or employment,who may be subject to special rules. They apply only to Shareholders resident for UK tax purposesin the UK (except in so far as express reference is made to the treatment of non-UK residents)and, in the case of individuals, domiciled in the UK and to whom ‘‘split year’’ treatment does notapply, who hold Shares as an investment rather than trading stock and who are the absolutebeneficial owners of those Shares.

All potential investors, and in particular those who are in any doubt about their taxposition, or who are resident or otherwise subject to taxation in a jurisdiction outside theUK, should consult their own professional advisers on the potential tax consequences ofsubscribing for, purchasing, holding or disposing of Shares under the laws of their countryand/or state of citizenship, domicile or residence.

The Company

It is the intention of the Company to conduct its affairs so that it satisfies the conditions necessaryfor it to be approved by HMRC as an investment trust. However, the Directors cannot guaranteethat this approval will be obtained or maintained. In respect of each accounting period for whichthe Company is and continues to be approved by HMRC as an investment trust, the Company willbe exempt from UK corporation tax on its chargeable gains. The Company will be liable to UKcorporation tax at the normal rate of 19 per cent. on its income profits.

In principle, the Company will be liable to UK corporation tax on its dividend income. However,there are broad-ranging exemptions from this charge which would be expected to be applicable inrespect of most dividends that the Company may receive.

Approved investment trusts are able to elect to take advantage of modified UK tax treatment inrespect of their ‘‘qualifying interest income’’ for an accounting period (referred to here as the‘‘streaming regime’’). Under such treatment, the Company may designate as an ‘‘interestdistribution’’ all or part of the amount it distributes to Shareholders as dividends, to the extent thatit has ‘‘qualifying interest income’’ for the accounting period. Were the Company to designate anydividend it pays in this manner, Shareholders would (broadly speaking) be taxed as if the dividendreceived were a payment of interest and the Company would be able to deduct such interestdistributions from its income in calculating its taxable profit for the relevant accounting period. Thestatements below regarding the taxation of dividends received by Shareholders from the Companyassume that the streaming regime does not apply.

Shareholders

Taxation of dividends – individuals

The Company will not be required to withhold tax at source when paying a dividend.

UK resident individuals are entitled to a £5,000 (tax year 2017/2018) annual tax free dividendallowance (the ‘‘Nil Rate Amount’’). In outline, dividends received in excess of this threshold willbe taxed, for the tax year 2017/18, at 7.5 per cent. (on dividend income within the ordinary rateband), 32.5 per cent. (on dividend income within the upper rate band) and 38.1 per cent. (ondividend income within the additional rate band). The Nil Rate Amount exempts the first £5,000 ofa taxpayer’s dividend income, but does not reduce total taxable income. As a result, dividendswithin the Nil Rate Amount count as taxable income when determining how much of the basic rateband or higher rate band has been used. This may potentially affect the level of savings allowanceto which a taxpayer is entitled and the rate of tax that is due on any dividend income in excess ofthe Nil Rate Amount. In calculating which tax band any dividend income in excess of the Nil RateAmount falls into, savings and dividend income are treated as the highest part of a taxpayer’sincome. Where a taxpayer has both savings and dividend income, the dividend income is treatedas the top slice.

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The Government has announced plans to reduce the £5,000 allowance to £2,000 with effect from6 April 2018.

Taxation of dividends – companies

Shareholders within the charge to United Kingdom corporation tax which are ‘‘small companies’’(for the purposes of United Kingdom taxation of dividends) will not generally be subject to UKcorporation tax on any dividends paid by the Company on the Shares.

Other Shareholders within the charge to UK corporation tax will not be subject to corporation taxon dividends paid by the Company on the Shares so long as the dividends fall within an exemptclass and certain conditions are met. Although it is likely that any dividends paid by the Companyon the Shares would qualify for exemption from corporation tax for other Shareholders, it should benoted that the exemption is not comprehensive and is subject to anti-avoidance rules. Shareholdersshould therefore consult their own professional advisers where necessary.

Taxation of chargeable gains

A disposal of Shares by a Shareholder who is resident in the UK for tax purposes may, dependingon the Shareholder’s circumstances, and subject to any available exemption or relief, give rise to achargeable gain (or allowable loss) for the purposes of UK taxation of chargeable gains.

UK resident individuals may be subject to UK capital gains tax on any chargeable gains realisedbut are, for each tax year, entitled to an exemption from UK capital gains tax for a specifiedamount of gains realised in that tax year. The current annual exempt amount (for tax year 2017/18) is £11,300.

Shareholders within the charge to UK corporation tax may be subject to UK corporation tax on anychargeable gains made on disposal or deemed disposal of the Shares. Indexation allowance mayreduce the amount of any chargeable gain arising on a disposal or deemed disposal of Shares (butcannot give rise to or increase the amount of an allowable loss). No indexation allowance will beavailable to individual Shareholders.

Stamp duty and stamp duty reserve tax

Transfers on sale of Shares outside of CREST will generally be subject to UK stamp duty at therate of 0.5 per cent. of the consideration given for the transfer, rounded up to the nearest £5. Thepurchaser normally pays the stamp duty. An exemption from stamp duty is available forinstruments transferring shares where the amount or value of the consideration is £1,000 or lessand it is certified on the instrument that the transaction effected by it does not form part of a largertransaction or series of transactions in respect of which the aggregate amount or value of theconsideration exceeds £1,000.

An agreement to transfer Shares will normally give rise to a charge to stamp duty reserve tax(‘‘SDRT’’) at the rate of 0.5 per cent. of the amount or value of the consideration payable for thetransfer. If a duly stamped transfer executed in pursuance of the agreement is produced within sixyears of the date on which the agreement is made (or, if the agreement is conditional, the date onwhich the agreement becomes unconditional) any SDRT paid is repayable, generally with interest,and otherwise the SDRT charge is cancelled. SDRT is, in general, payable by the purchaser.

Paperless transfers of Shares within the CREST system will generally be liable to SDRT, ratherthan stamp duty, at the rate of 0.5 per cent. of the amount or value of the consideration payable.Such SDRT will generally be collected through the CREST system. Deposits of Shares intoCREST will not generally be subject to SDRT, unless the transfer into CREST is itself forconsideration.

The issue of Shares pursuant to the Issue and the Placing Programme should not generally besubject to UK stamp duty or SDRT.

Information reporting

The UK has entered into international agreements with a number of jurisdictions which provide forthe exchange of information in order to combat tax evasion and improve tax compliance. The UKhas also introduced legislation implementing FATCA and other international exchange ofinformation arrangements, including the CRS developed by the OECD and the EU Directive onAdministrative Cooperation in Tax Matters. In connection with such international agreements theCompany may, among other things, be required to collect and report to HMRC certain information

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regarding Shareholders and other account holders of the Company and HMRC may pass thisinformation on to tax authorities in other jurisdictions in accordance with the relevant internationalagreements.

ISAs and SIPPs

It is expected that the Shares will be eligible for inclusion in ISAs and Investment-RegulatedPension Schemes including schemes formerly known as SIPPs (subject to the terms of theparticular SIPP).

For the 2017/2018 tax year, ISAs will have a subscription limit of £20,000, all of which can beinvested in stocks and shares.

Individuals wishing to invest in the Shares through ISAs should contact their professionaladvisers regarding their eligibility.

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PART 8: ADDITIONAL INFORMATION ON THE COMPANY

1. THE COMPANY

1.1 The Company is a closed-ended investment company and was incorporated as a publiccompany whose liability is limited by shares in England and Wales, under the Act, withregistered number 11015451 on 16 October 2017. Its registered office and principal place ofbusiness is at C/o PraxisIFM Fund Services (UK) Limited, Mermaid House, 2 Puddle DockLondon EC4V 3DB (telephone number: 020 7653 9690). By virtue of being incorporated in theUK (and provided that it is not treated as resident elsewhere under the terms of a double taxtreaty), the Company will be tax resident in the UK.

1.2 The Company has an indefinite life; however, the Directors consider it desirable to give theShareholders the opportunity to review the future of the Company in certain circumstances asset out in Part 4 of this Prospectus in accordance with the Articles. Save for its compliancewith the Act, the AIFM Rules, the Listing Rules, the Disclosure Guidance and TransparencyRules, MAR, the Prospectus Rules, and the Takeover Code, the Company is not anauthorised or regulated entity. In particular, it is not a collective investment scheme underFSMA and therefore not regulated as such, although it is an AIF for the purposes of theAIFM Directive. The Company’s accounting reference date is 31 December with the firstaccounting period ending 31 December 2018.

1.3 The principal legislation under which the Company was formed and now operates (and underwhich the Shares are created) is the Act. The Company will operate in conformity with theArticles.

1.4 The Shares will conform with the Act and the regulations made thereunder, will have allnecessary statutory and other consents and are duly authorised according to the Articles.

1.5 The ISIN (International Security Identification Number) of the Ordinary Shares isGB00BD9PXG32 and the SEDOL code is BD9PXG3.

1.6 The ISIN (International Security Identification Number) of any C Shares to be issued pursuantto the Placing Programme will be announced at the time of the relevant Subsequent Placingthrough a Regulatory Information Service.

1.7 The Company has no employees. Greensphere Advisors, the Company’s wholly-ownedsubsidiary, will have employees from Admission.

1.8 On 25 October 2017, the Company was granted a trading certificate under section 761 of theAct entitling it to commence business and to exercise its borrowing powers.

1.9 The Company has given notice to the Registrar of Companies of its intention to carry onbusiness as an investment company pursuant to section 833 of the Act.

1.10 The Company intends at all times to conduct its affairs so as to enable it to qualify as aninvestment trust for the purposes of section 1158 of the Corporation Tax Act 2010 and theInvestment Trust (Approved Company) (Tax) Regulations 2011. In summary, the keyconditions that must be met for approval by HMRC for any given accounting period as aninvestment trust are that:

(a) all or substantially all of the business of the Company is investing its funds in shares,land or other assets with the aim of spreading investment risk and giving members thebenefit of the results of the management of its funds;

(b) the Company is not a close company at any time during the accounting period;

(c) the Company’s ordinary share capital is admitted to trading on a regulated marketthroughout the accounting period; and

(d) the Company must not retain in respect of the accounting period an amount greater thanthe higher of:

(i) 15 per cent. of its income for the period;

(ii) where the Company has accumulated revenue losses brought forward fromprevious accounting periods at least equal to the amount the Company is otherwisepermitted to retain, the accumulated revenue losses brought forward; and

(iii) the amount of any income which the Company is required to retain in respect ofthe period by virtue of a restriction imposed by law.

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2. GROUP STRUCTURE

Greensphere Advisors is a wholly-owned subsidiary of the Company.

3. SHARE CAPITAL

3.1 On incorporation, the issued share capital of the Company was 1 Ordinary Share of US$0.01and 50,000 Management Shares of a nominal value of £1.00 each, which were all subscribedfor by Greensphere Capital Partners.

3.2 This Prospectus is a prospectus for the purposes of the Prospectus Rules with respect to theOrdinary Share currently in issue as well as the Shares to be issued pursuant to: (i) theIssue; (ii) the Placing Programme (including Ordinary Shares into which any C Shares issuedconvert); and (iii) the Greensphere Capital Partners SPA by way of Initial Consideration andDeferred Consideration and such Shares shall subject to Admission, be admitted to thepremium segment of the Official List and to trading on the Main Market.

3.3 Set out below is the issued share capital of the Company as at the date of this Prospectus:

NominalValue per

share Number

Management Shares £1 50,000Ordinary Shares US$0.01 1

The Ordinary Shares and Management Shares in issue as at the date of this Prospectus arefully paid up.

3.4 Set out below is the issued share capital of the Company as it will be immediately followingAdmission (on the assumption that the maximum size of the Issue is reached):

NominalValue

Number

Management Shares £50,000 50,000Ordinary Shares US$5,019,950 501,995,000

All Ordinary Shares will be fully paid. The Management Shares are fully paid up and will beredeemed following Admission out of the proceeds of the Issue.

4. SHARE AUTHORITIES

4.1 Ordinary and special resolutions of the Company’s sole shareholder, Greensphere CapitalPartners, were passed at general meetings of the Company on 27 November 2017 and29 November 2017, at which the Directors obtained the following Shareholder authorities:

(a) authority under section 551 of the Act for the Directors to allot Ordinary Shares up to anaggregate nominal amount of US$10,250,000 and C Shares up to an aggregate nominalamount of US$50,000,000 (for the purposes of the Issue and the Placing Programmeand the Initial Consideration and Deferred Consideration under the Greensphere CapitalPartners SPA);

(b) authority under section 570 of the Act to allot Ordinary Shares and C Shares that areissued for the purposes of the Issue and the Placing Programme and the InitialConsideration and Deferred Consideration under the Greensphere Capital Partners SPAfor cash on the basis that the statutory pre-emption rights in section 561 of the Act donot apply to such allotment; and

(c) authority under section 701 of the Act conditional on Admission to make marketpurchases of Ordinary Shares up to a maximum aggregate of 14.99 per cent. of theissued Ordinary Shares following Admission pursuant to the Issue subject to a minimumprice of US$0.01 and a maximum price as prescribed by the Listing Rules.

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4.2 These authorities will expire on the earlier of the Company’s first annual general meeting orthe date falling 18 months after Admission.

4.3 The sole member also approved the following resolutions at the meeting on 27 November2017:

(a) adoption and establishment of the LTIP and the EBT defined and described inparagraph 10 of this Part 8;

(b) the adoption of the Articles as set out in paragraph 5 of this Part 8 in substitution forand to the entire exclusion of the then existing articles of association;

(c) conditional on Admission, the Directors’ authority to offer a scrip dividend alternative toShareholders in respect of any financial period ending on or before the first annualGeneral Meeting of the Company; and

(d) conditional on Admission, the cancellation of amounts standing to the credit of theCompany’s share premium account immediately following Admission, in full. Theresolution requires confirmation by the Companies Court and registration with theCompanies Registrar before it can be effective. The petition and application fordirections in respect of this cancellation of the Company’s share premium account willbe submitted to the Companies Court after Admission and a court hearing to confirm thecapital reduction will be scheduled.

4.4 As at the date of this Prospectus, the Company does not hold any Ordinary Shares,C Shares, Deferred Shares or Management Shares in treasury and no Ordinary Shares,C Shares, Deferred Shares or Management Shares are held by or on behalf of the Companyitself or by subsidiaries of the Company.

4.5 Since the date of incorporation no share or loan capital of the Company has been issued or(other than pursuant to the Placing, Offer for Subscription, LTIP and the Greensphere CapitalPartners SPA) has been agreed to be issued or proposed to be issued, for cash or any otherconsideration and no commissions (save pursuant to the Issue Agreement or the KGIDistribution Agreement which are summarised in this Part 8), discounts, brokerages or otherspecial terms have been granted by the Company in connection with the issue of any suchcapital (other than pursuant to the LTIP and the Greensphere Capital Partners SPA).

4.6 No share or loan capital of the Company is under option or has been agreed, conditionally orunconditionally, to be put under option.

4.7 The Company does not have in issue any securities not representing share capital. Noconvertible securities, exchangeable securities or securities with warrants have been issuedby the Company.

4.8 Other than the 50,000 Management Shares currently in issue, no Shares are currently inissue with a fixed date on which entitlement to a dividend arises or within a time limit afterwhich entitlement to a dividend will lapse in accordance with the Articles and there are noarrangements in force whereby future dividends are waived or agreed to be waived.

4.9 No person has voting rights that differ from those of other Shareholders, except that theholders of any Management Shares or Deferred Shares shall have no right to vote other thanin the circumstances described in paragraph 5 of this Part 8.

4.10 The Board approved the Issue, the Placing Programme and this Prospectus at a meeting heldon 23 November 2017. It is expected that the Ordinary Shares to be allotted pursuant to theIssue will be issued pursuant to a resolution of the Board on or around 15 December 2017conditional only upon Admission.

4.11 The Ordinary Shares to be allotted pursuant to the Issue will be issued at the Issue Price ofUS$1.00 per Ordinary Share. The Ordinary Shares have a nominal value of US$0.01 eachand, therefore under the Issue, will be issued at a premium of US$0.99 per Ordinary Share.The currency of the Ordinary Shares is Dollars.

4.12 Any C Shares to be allotted pursuant to the Placing Programme will be issued at the PlacingProgramme Price of US$1.00 per C Share. The C Shares will have a nominal value ofUS$0.10 each and therefore, will be issued at a premium of US$0.90 per C Share. Thecurrency of the C Shares is Dollars.

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4.13 As at the date of this Prospectus, no person has any right to acquire or call for the issue ofnew Shares and no undertaking exists to increase the capital of the Company (other thanunder the terms of the Greensphere Capital Partners SPA).

5. SUMMARY OF THE COMPANY’S ARTICLES

Pursuant to section 31 of the Act, the objects for which the Company is established areunrestricted and the Company has the full power and authority to carry out any object notprohibited by law. On 27 November 2017, the Company passed a Special Resolution to adopt theArticles. The Articles contain provisions (inter alia) to the following effect:

5.1 Voting rights

Subject to any rights or restrictions as to voting attached to any shares and subject as statedbelow: (i) on a vote on a show of hands, each Shareholder present in person has one vote,each duly authorised representative if the Shareholder is a corporation has the same votingrights to which the corporation is entitled, each proxy who is appointed by one or moreShareholders has one vote, and each proxy who has been appointed by more than oneShareholder has one vote for and one vote against the resolution; and (ii) on a vote on a polleach Shareholder present in person or by proxy or by a representative if a corporation hasone vote for each share held by him.

A Shareholder is not entitled to vote at any General Meeting unless all calls or other sumspresently payable by him in respect of his shares have been paid or the Board otherwisedecides.

The Management Shares grant the registered holders the right to receive notice of and toattend but, except where there are no other shares of the Company in issue, not to speak orvote (either in person or by proxy) at any General Meeting of the Company.

The Deferred Shares carry no right to attend or vote at any General Meeting.

5.2 General meetings

The Company must hold an annual general meeting within six months of the end of eachfinancial year (unless a longer period is permitted by applicable law), in addition to any othergeneral meetings held in the year. The Board can call a general meeting at any time. TheBoard will decide the time and place for each annual general meeting. Two or moreShareholders may call a general meeting for the purpose of appointing Directors if there areno Directors serving.

The notice for any general meeting must contain prescribed information including on theability to appoint a proxy, the procedures with which Shareholders must comply and theplace, date and time of the meeting. The notice must specify a time by which a person mustbe entered on the register to have the right to attend or vote at the meeting and for thepurpose of determining how many votes that person may cast. All Shareholders who areentitled to receive notice under the Articles, each Director and the Auditors must be givennotice.

No business may be transacted at a general meeting unless a quorum is present save for theappointment of a chairman. The quorum is two persons present, each of whom is aShareholder or a proxy for a Shareholder or a representative of a Shareholder that is acorporation.

Each Director may attend and speak at any general meeting.

5.3 Dividends

Subject to applicable law, the Company may, by Ordinary Resolution, declare dividends to bepaid to Shareholders in accordance with their respective rights, but no dividend may exceedthe amount recommended by the Board.

Subject to applicable law, the Board may from time to time resolve to pay to theShareholders such interim dividends as appear to the Board to be justified by the profits, andpay at suitable intervals to be decided by the Board any dividend expressed to be payable ata fixed rate if the Board is of the opinion that the Company’s profits justify the payment.

Except as otherwise provided by the rights attached to shares, a dividend must be declared,apportioned and paid pro rata according to the amounts paid up on the shares in respect ofwhich the dividend is paid (and all of the Ordinary Shares and C Shares will be fully paid). In

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relation to Deferred Shares there is no entitlement to a dividend, aside from a cumulativedividend at a fixed rate of 1 per cent., calculated as the nominal amount on the date sixmonths after the Conversion Time on which such Deferred Shares were created.Management Shares entitle the holder of such shares to a cumulative fixed annual dividendequal to 0.01 per cent. of the capital for the time being paid up or credited as paid upthereon together with a certificate for any related tax credit.

A resolution of the Company or Board to declare or pay a dividend may state that thedividend is payable to persons registered as Shareholders at the close of business on aparticular date or at such other time as the Board may decide. Unless the resolution of theCompany or Board specifies otherwise, a dividend must be paid by reference to aShareholder’s holding of shares on the date of resolution or decision to declare or pay it. Inpractice, the Company expects to comply with the London Stock Exchange’s timetable fordividends, including the record dates included therein.

If in respect of a dividend on two consecutive occasions (or one occasion if reasonableenquiries have failed to establish a new address or account for the recipient) a cheque orwarrant for the dividend is returned undelivered or left uncashed during the period for which itis valid, or the payment cannot be sent to an account, the Company is not obliged to send adividend or other amount until the person entitled notifies the Company of an address oraccount. The Board may invest or otherwise use for the Company’s benefit any unclaimeddividend until it is claimed. If 12 years have passed from the date on which a dividendbecame due for payment and the intended recipient has not claimed it, such recipient is nolonger entitled to it.

The Board may, if authorised by an Ordinary Resolution of the Company, offer Shareholders(excluding in respect of treasury shares) a Scrip Dividend in accordance with the followingprovisions. The Ordinary Resolution may specify a particular dividend or may specify all orany dividends declared within a specified period, but such period may not end later than fiveyears after the date of the meeting at which the Ordinary Resolution is passed. The Boardmust decide the basis of allotment so that the value of the shares to be allotted instead ofany cash dividend is as near as possible to the cash amount (disregarding any tax credit)that the Shareholder elects not to receive by way of a cash dividend, but no greater thansuch cash amount.

For the purposes of the above the value of the further shares shall be calculated by referenceto the average of the middle market quotations on the London Stock Exchange (derived fromthe Daily Official List or a similar publication) for the day on which the shares are first quoted‘‘ex’’ the relevant dividend and the four subsequent dealing days, weighted by volume oftrading on each such dealing day, or in such other manner as the Board may decide.

The Board must notify the Shareholders of the rights of election offered to them in respect ofthe Scrip Dividend and must specify the procedure to be followed in order to make anelection. The dividend or that part of it in respect of which an election for the Scrip Dividendis made shall not be paid and instead further shares shall be allotted in accordance withelections duly exercised and the Board shall capitalise a sum to the aggregate amount of theShares to be allotted out of such sums available for the purpose as the Directors mayconsider appropriate. The further shares so allotted shall rank pari passu in all respects withthe fully paid shares of the same class then in issue except as regards participation in therelevant dividend.

The Board may make such exclusions from a Scrip Dividend offer as it may decide as aresult of any legal or practical problems under, or expense incurred in connection with thelaws of or the requirements of any regulatory authority or stock exchange in any territory.

The Board may from time to time establish or vary a procedure for election mandates, underwhich a Shareholder may, in respect of any future dividends for which a right of electionpursuant to this paragraph is offered, elect to receive Shares in lieu of such dividend on theterms of such mandate.

5.4 Return of capital

Each class of share will be entitled to participate in a return of capital (other than on theredemption of redeemable shares or a purchase by the Company of its own shares). At atime when any C Shares of any tranche are for the time being in issue, and prior to therelevant Conversion Time, such return will be applied in the following order of priority: firstly,

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as to each tranche of C Shares, secondly, as to any Management Shares in issue, thirdly, asto any Deferred Shares in issue, and finally as to the Ordinary Shares. At a time when noC Shares of any tranche are for the time being in issue, such return will be applied asfollows: firstly, as to any Deferred Shares in issue, secondly, as to any Management Sharesin issue, and thirdly, as to the Ordinary Shares. In the winding up of the Company (whetherby voluntary liquidation or by the court) the liquidator may, with the authority of a SpecialResolution and any other sanction required under applicable law, divide among theShareholders (other than the Company in respect of treasury shares) in specie the whole orany part of the assets of the Company.

5.5 Transfer of Shares

The Articles provide that the Directors may implement such arrangements as they may thinkfit in order for any class of shares to be admitted to settlement by means of an UncertificatedSystem. If the Directors implement any such arrangements, no provision of the Articles shallapply or have effect to the extent that it is in any respect inconsistent with:

(a) the holding of shares of that class in uncertificated form;

(b) the transfer of title to shares of that class by means of the Uncertificated System; or

(c) the Act.

Where any class of shares is for the time being admitted to settlement by means of anUncertificated System such securities may be issued in uncertificated form in accordance withand subject as provided in the Uncertificated Securities Regulations. Unless the Directorsotherwise determine such securities held by the same holder in both certificated form anduncertificated form shall be treated as separate holdings. Such securities may be changedfrom uncertificated to certificated form and from certificated to uncertificated form inaccordance with and subject as provided in the Uncertificated Securities Regulations.

Title to such of the shares as are recorded on the register as being held in uncertificatedform may be transferred only by means of an Uncertificated System.

Subject as provided below, any member may transfer all or any of his shares which are incertificated form by instrument of transfer in any usual form or in any other form which theDirectors may approve. The instrument of transfer of a certificated share shall be signed by oron behalf of the transferor and, unless the share is fully paid, by or on behalf of thetransferee. The Directors may refuse to register any transfer of certificated shares unless theinstrument of transfer is lodged at the Company’s registered office accompanied by therelevant share certificate(s) and such other evidence as the Directors may reasonably requireto show the right of the transferor to make the transfer. The Directors may refuse to registera transfer of any certificated share or (to the extent permitted by the Regulations and theRules) a share in uncertificated form) which is not fully paid up or on which the Company hasa lien provided that this would not prevent dealings from taking place on an open and properbasis.

The registration of transfers may be suspended at such times and for such periods as theDirectors may from time to time determine provided that such suspension shall not be formore than 30 days in any year except that, in respect of any shares which are participatingshares in an Uncertificated System, the register of members shall not be closed without theconsent of the relevant Authorised Operator. Any such suspension shall be communicated tothe members, giving reasonable notice of such suspension by means of a RegulatoryInformation Service.

The Board may, in their absolute discretion, refuse to register a transfer of any certificatedshare to a person that the Board have reason to believe is:

(d) an employee benefit plan (within the meaning of Section 3(3) of ERISA) that is subjectto Part 4 of Title 1 of ERISA; or

(e) a plan, individual retirement account or other arrangement that is subject to Section4975 of the US Internal Revenue Code or any other state, local laws or regulations thatwould have the same effect as regulations promulgated under ERISA by the USDepartment of Labor and codified at 29 C.F.R. Section 2510.3-101 which would causethe underlying assets of the Company to be treated as assets of that investing entity byvirtue of its investment (or any beneficial interest) in the Company and thereby subjectthe Company and its investment manager (or other persons responsible for the

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investment and operation of the Company’s assets) to laws or regulations that aresimilar to the fiduciary responsibility or prohibited transaction provisions contained in TitleI of ERISA or Section 4975 of the US Internal Revenue Code; or

(f) an entity whose underlying assets are considered to include ‘‘plan assets’’ of any suchplan, account or arrangement (each of (a), (b) and (c), a ‘‘Plan’’); or

(g) any person in circumstances where the holding of shares by such person would:

(i) give rise to an obligation on the Company to register as an ‘‘investment company’’under the US Investment Company Act (including because the holder of the sharesis not a ‘‘qualified purchaser’’ as defined in the US Investment Company Act);

(ii) preclude the Company from relying on the exception to the definition of investmentcompany contained in Section 3(c)(7) of the US Investment Company Act;

(iii) give rise to an obligation on the Company to register under the US Exchange Act,the US Securities Act or any similar legislation;

(iv) result in the Company not being considered a ‘‘Foreign Private Issuer’’ as that termis defined by Rule 3b-4(c) promulgated under the US Exchange Act;

(v) give rise to an obligation on the Company’s investment manager or adviser toregister as a commodity pool operator or commodity trading advisor under the USCommodity Exchange Act of 1974, as amended;

(vi) cause the Company to be a ‘‘controlled foreign corporation’’ for the purposes of theUS Internal Revenue Code, or cause the Company to suffer any pecuniarydisadvantage (including any excise tax, penalties or liabilities) under ERISA or theUS Internal Revenue Code; or

(vii) give rise to the Company or its investment manager or adviser becoming subject toany US law or regulation determined to be detrimental to it,

(each such person being a ‘‘Prohibited US Person’’). Each person acquiring shares will byvirtue of such acquisition be deemed to have represented to the Company that they are not aProhibited US Person.

The Directors shall give written notice to the holder of any share, including where held inuncertificated form, who appears to them to be a Prohibited US Person requiring him within30 days (or such extended time as the Directors consider reasonable) to provide sufficientsatisfactory evidence that he is not a Prohibited US Person, or transfer (and/or procure thedisposal of interests in) such share to another person so that it will cease to be held by aProhibited US Person. From the date of such notice until registration for such a transfer or atransfer arranged by the Directors as referred to below, the share will not confer any right onthe holder to receive notice of or to attend and vote at general meetings of the Company(and of any class of shareholders) and those rights will vest in the Chairman of any suchmeeting, who may exercise or refrain from exercising them entirely at his discretion. If thenotice is not complied with within 30 days to the satisfaction of the Directors, the Directorsshall arrange for the Company to sell the shares of the Prohibited US Person at the bestprice reasonably obtainable to any other person so that the share will cease to be held by aProhibited US Person. If the requirements are not satisfied within 30 days from the serving ofthe notice the shares will be deemed to have been forfeited.

5.6 Variation of rights

Subject to applicable law, the rights attached to a class of shares may (unless otherwiseprovided by the terms of issue of shares of that class) be varied with the written consent ofthe holders of not less than three-fourths 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 SpecialResolution passed at a separate meeting of such holders. The Shareholders may not call, orrequire the Board to call, a meeting of holders of a class of shares. The quorum at any suchmeeting is two persons together holding or representing by proxy at least one-third in nominalvalue of the issued shares of that class (excluding any shares of that class held as treasuryshares) and at an adjourned meeting the quorum is one holder present in person or by proxy,whatever the amount of his shareholding. Any holder of shares of the class in question

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present in person or by proxy may demand a poll. Every holder of shares of the class shallbe entitled, on a poll, to one vote for every share of the class held by him. Except asmentioned above, such rights shall not be varied.

The rights attached to a class of shares are not (unless otherwise expressly provided by therights attached to those shares) deemed to be varied by the creation or issue of furthershares ranking pari passu or subsequent to them but in not respect in priority to them.

5.7 Share capital and changes in capital

Subject to applicable law including the Act, and without prejudice to any rights attached toany existing shares or class of shares, a share may be issued with such rights or restrictionsas the Company may by Ordinary Resolution decide or failing that decision, as the Boardmay decide. Subject to applicable law including the Act, the Company may issue redeemableshares at the option of the Company or the Shareholders and the Board may determine theterms, conditions and manner of redemption of any such shares. Notwithstanding this right,the Ordinary Shares are not redeemable.

The Management Shares are redeemable, upon giving to the holders of the particular sharesto be redeemed notice in writing of the redemption and on tendering the amount of capitalpaid up thereon to such holders.

Any C Shares that are converted into Deferred Shares upon Conversion may be repurchasedby the Company. Immediately upon Conversion, the Company will repurchase all of theDeferred Shares, which arise as a result of the Conversion, for an aggregate consideration ofUS$0.01 for every 1,000,000 Deferred Shares. In accordance with the Act, on repurchaseeach Deferred Share will be deemed cancelled. The Company has authority to repurchase theDeferred Shares until the fifth anniversary of the date on which the Articles were adopted.

Subject to the Act and the Listing Rules and to any rights conferred on the holders of anyclass of shares, there are no restrictions in the Articles on the purchase by the Company ofall or any of its own shares of any class (including any redeemable shares).

The Articles do not impose any conditions governing changes in the capital of the Companywhich are more stringent than is required by law.

5.8 Disclosure of interests in shares

If a Shareholder or another person appearing to be interested in shares held by thatShareholder has been properly served with a Section 793 Notice and is in default at the endof the time specified in that notice by not supplying the information required or by supplyinginformation which the person knows to be false in a material respect or having recklesslysupplied information which is false in a material respect, the Board may in its absolutediscretion at any time by notice to the Shareholder, direct that in respect of the relevantshares, from the later of the date of the Direction Notice and the date falling 14 days afterservice of the Section 793 Notice and ending on the date on which the Direction Noticeceases to have effect:

(a) the Shareholder may not attend or vote at any meeting of Shareholders;

(b) if the relevant shares represent at least 0.25 per cent. of the nominal value of theshares of that class in issue (excluding treasury shares), the Company may retain anydividend or other amount that would otherwise be payable on the relevant shareswithout interest; and

(c) subject to applicable law, no transfer of the shares may be registered except in limitedcircumstances.

Any new shares issued in right of any relevant shares in respect of which a Shareholder is indefault will also be subject to the Direction Notice.

A Direction Notice ceases to have effect after a period specified by the Board (not exceedingseven days) following the earliest of (i) the date on which the Company has received all theinformation it requires pursuant to the Section 793 Notice (ii) the date on which the Companyis notified that a permitted transfer of the shares to a third party has occurred, and (iii) anyother date that the Board decides.

The Articles do not restrict in any way the provisions of section 793 or Part 22 of the Act.

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5.9 Non-UK Shareholders

A Shareholder who has no registered address in the UK is not entitled to have a document orother information sent or supplied to him by the Company unless he has notified theCompany of any address in the UK at which documents or information in hard copy form maybe sent to him, or he has agreed with the Board a method of electronic communications.

5.10 Untraced Shareholders

The Company may sell, in such manner as the Board decides at the best price reasonablyobtainable, a share if during a period of 12 years the Company has paid at least threedividends in respect of the share and during that period no dividend cheque or warrant forsuch Shareholder has been cashed, the Company has at the end of the 12 year period givennotice of its intention to sell the share by advertisement in a national newspaper in the UKand in the area of the Shareholder’s last known address, and during the 12 year period untilthree months after the publication of the advertisement the Company has not received anycommunication from the Shareholder. The net proceeds of sale must be carried to a separateaccount and treated as a permanent debt of the Company.

5.11 Borrowing powers

The Board may exercise all the Company’s powers to borrow money on such terms as theBoard decides and for any purpose to issue perpetual or redeemable debentures and othersecurities and to mortgage or charge all of part of the undertaking or property or uncalledcapital of the Company. However, the Directors must restrict the Company’s borrowings andexercise all voting and other rights and powers of control exercisable by the Company inrelation to its subsidiary undertakings so as to secure that the Group’s borrowings complywith applicable law and the Investment Policy.

Any amendments to these powers will require the approval of Shareholders as an amendmentto the Articles and/or to the Investment Policy.

5.12 Directors

Unless and until otherwise determined by Ordinary Resolution of the Company, the Directors(not including alternate Directors) shall not be less than two in number. There is no maximumnumber of Directors. The Company may by Ordinary Resolution appoint a Director. TheBoard may appoint a Director, provided that any Director so appointed will hold office until thenext annual general meeting and then be eligible for re-appointment.

At each annual general meeting, each Director who has been appointed by the Board sincethe last annual general meeting, was appointed or last re-appointed at or before the annualgeneral meeting held in the calendar year three years before the current year, or who is anon-executive Director and has held office with the Company for a continuous period of nineyears or more, must retire from office, although they will be eligible for re-appointment.

A Shareholder who is qualified to attend and vote on a resolution to appoint a Director at aforthcoming general meeting may propose a person to be appointed as a Director providedthat at least 14 days but not more than 42 days before the general meeting, the Companyreceives written notice from such Shareholder of their intention including the requiredparticulars for the Company’s register of directors and written confirmation of the personproposed confirming his willingness to be appointed as a Director.

Directors may be removed by Ordinary Resolution and may also cease to be a Directorfollowing certain events such as insolvency or if he is absent from meetings of the Board forsix consecutive months, regardless of whether his alternate attends, and the Board resolvesthat his office therefore be vacated. A Director may also be removed from office by a noticesigned by all of his co-Directors to his last known address.

The Directors are entitled to be paid a fee for their services, and the Board is entitled todecide on the amount of the fee and the manner and timing of its payment, provided that thetotal fees payable to the non-executive Directors may not exceed £500,000 in each year orsuch higher amount decided by the Company by Ordinary Resolution. The Board and aDirector may agree that any fee payable may consist wholly or partly of payments by way ofpension contributions to secure pension benefits. The Board may also decide to pay extraremuneration to a Director who serves on a committee, acts as chairman or deputy chairman,

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devotes special attention to the Company’s business or who otherwise performs serviceswhich the Board decides are outside the scope of his ordinary duties. A Director may also bepaid reasonably and properly incurred travelling, hotel and other expenses.

The quorum for meetings of the Board may be fixed by the Board but shall be no less thantwo Directors and/or alternates. The chairman will have a casting vote at meetings.

The Board may authorise, to the fullest extent permitted by law, any matter proposed to themwhich would otherwise result in a Director breaching his duty to avoid a situation in which aDirector has, or can have, a direct or indirect interest that conflicts or possibly may conflictwith the interests of the Company and which can reasonably be regarded as likely to giverise to a conflict of interest, provided that the Director in question will not be allowed to voteon such matter or count in the quorum.

Subject to applicable law and provided that he has declared the nature and extent of hisinterest in accordance with procedures in the Articles, a Director may: (i) hold any other officeor place of profit under the Company on such terms as the Board decides; (ii) act in aprofessional capacity for the Company other than as auditor on such terms as the Boarddecides; (iii) be a party to or otherwise directly or indirectly acquire interests in any otherproposed or existing transaction or arrangement with or entered into by the Company, and(iv) be a director or other officer of, or employee, or holder of any other place of profit under,or member of, or act in a professional capacity to a body corporate or firm which theCompany controls or in which it is directly or indirectly interested.

The Articles require that a Director must declare the nature and extent of an interest whererequired by applicable law. A Director may not vote or count in the quorum in respect of amatter in which he has an interest that may be reasonably regarded as likely to give rise to aconflict of interest, save where the matter falls into certain specified categories includingwhere the Director may be entitled to participate in a transaction as the holder of shares.

The Directors have full power to manage the Company’s business and may delegate itspowers in accordance with the Articles.

The Company is entitled to grant indemnities to and purchase insurance for the Directors.

5.13 Forfeiture of Shares

The provisions in the Articles as to forfeiture of shares apply where:

(a) a Shareholder fails to pay all or part of a call or instalment of a call in respect of itsshares on or before the due date for payment, the Board requires payment by noticeand such notice is not complied with;

(b) a Shareholder fails to comply with a notice given to it in respect of shares that are ormay be held by a Prohibited US Person as described in paragraph 5.5 (g) above); and/or

(c) a Shareholder fails to furnish information, representations, certifications, waivers or formsas required for FATCA as further described in paragraph 5.14 below.

If a share is forfeited: (i) the Board must give notice of the forfeiture to the registered holderor the person entitled by transmission to such share prior to such forfeit; (ii) the forfeitedshare becomes the Company’s property; and (iii) for a period of three years starting the daybefore the day of forfeiture, the Company is entitled to sell, re-allot or otherwise dispose ofthe share on such terms and in such manner as the Board decides. A forfeiture may becancelled on such terms as the Board decides. If after the period of three years the sharehas not been sold, re-allotted or otherwise disposed, the Board must cancel the share andcomply with the Act.

A person whose share has been forfeited ceases to be a member of the Company and allinterest in and all claims and demands against the Company in respect of the share areextinguished save as provided by applicable law.

5.14 FATCA

The Board has full power and authority to take such steps as are necessary or desirable inits reasonable opinion as regards compliance with FATCA, including conducting diligence onthe nationality or tax residence of Shareholders or any persons for whom they hold shares,

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withholding or deducting any tax required to be withheld or deducted from amounts paid toShareholders, and providing information about the Company’s accounts and the Shareholdersto taxation authorities.

The Company is entitled to disclose information about the Company and Shareholders togovernmental and taxation authorities to the extent the Board reasonably believes suchauthorities require such disclosure or to the extent the disclosure is reasonably necessary forthe Company or its advisers to comply with its obligations in respect of tax, or to obtainexemptions, reductions or refunds of withholding or other taxes.

If a Shareholder fails to furnish such information, representations, certifications, waivers orforms as the Company requires in accordance with the Articles and the Board, actingreasonably, determines that other actions would be insufficient to protect the Company or anyother entity in which the Company invests against the consequences of such failure, theBoard may require the Shareholder’s shares to be forfeited.

5.15 Continuation vote

The Articles permit the Board to put continuation votes to Shareholders as described in thesection entitled ‘‘Life of the Company’’ in Part 4 of this Prospectus.

5.16 Miscellaneous

The Company may communicate electronically (including notices of meetings) with itsShareholders in accordance with the provisions of the Act and subject to obtaining consentsfrom Shareholders to electronic or website communications (and subject to such consents notbeing revoked).

The provisions of section 561 of the Act (which confer on shareholders rights of pre-emptionwhere shares are issued for cash) will apply to the extent not disapplied by a SpecialResolution of the Company. In addition, the Directors may not allot shares except to theextent authorised by an Ordinary Resolution pursuant to section 551 of the Act.

There is nothing contained in the Articles which governs the ownership threshold above whichmember ownership must be disclosed. There are no provisions in the Articles which wouldhave the effect of delaying, deferring or preventing a change of control of the Company.

Save as set out above, there are no provisions in the Articles or otherwise which give anyperson enhanced rights in the Company’s profits.

The above is a summary only of certain provisions of the Articles, the full provisions of whichare available for inspection as described in at the end of this Part 8 below.

6. DIRECTORS’ AND OTHER INTERESTS

6.1 The business address of each Director is the Company’s registered office, C/o PraxisIFMFund Services (UK) Limited, Mermaid House, 2 Puddle Dock, London EC4V 3DB.

6.2 Each of the Directors’ respective functions are set out in Part 3 of this Prospectus.

6.3 The Articles limit the aggregate remuneration to be paid to non-executive Directors by theCompany to £500,000 in each year. The expected annual remuneration to be paid to theDirectors who are non-executive in respect of the first financial period of the Companycomprises £70,000 payable to Mr Nolan, and £50,000 payable to each of Mr Moulton,Mr Peckham and Mr Yadigaroglu. The Chairman of each of the Remuneration Committee, theNomination Committee and the Audit Committee is entitled to an additional fee of £5,000 perannum. Ms Seshamani is an executive Director and she receives her remuneration under theterms of her service contract with Greensphere Advisors.

6.4 Greensphere Advisors has entered into a service contract with Ms Seshamani, which isconditional on Admission. The service contract with Ms Seshamani is terminable immediatelyfor ‘‘cause’’ and may also be terminated with twelve months’ written notice given by eitherGreensphere Advisors or Ms Seshamani. The service contract provides for payment in lieu ofnotice by Greensphere Advisors and permits Greensphere Advisors to request thatMs Seshamani takes a period of gardening leave for all or part of any period of notice.Ms Seshamani is entitled to a base salary, payable monthly in arrears of £300,000 perannum, which will be reviewed annually by the Remuneration Committee. In addition, MsSeshamani is entitled to participate in the LTIP and will be entitled to a discretionary bonus ofsuch amount (if any) as determined by the Remuneration Committee.

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6.5 Each of the Directors (other than Ms Seshamani), is engaged under a letter of appointmentwith the Company and does not have a service contract with the Company.

6.6 Each non-executive Director (other than Jon Moulton who was appointed as a director onincorporation of the Company) was appointed on 13 November 2017. Under the terms of theirappointment, each non-executive Director is required to retire by rotation and seek re-electionat least every three years. Each non-executive Director’s appointment under their respectiveletter of appointment is terminable by either party (the Company or the Director) by givingthree months’ prior written notice and no compensation or benefits are payable upontermination of office as a director of the Company becoming effective.

6.7 The Directors in their capacity as directors of the Company are not eligible for bonuses,pension benefits, share options, long term incentive schemes or other benefits and so noamount has been set aside for any of these items. There is no amount set aside or accruedby the Company in respect of contingent or deferred compensation payments or any benefitsin kind payable to the Directors in their capacity as directors of the Company. (As anemployee of Greensphere Advisors, Ms Seshamani is eligible for pension benefits, adiscretionary bonus and to participate in the LTIP).

6.8 Save as provided in this paragraph 6.8 no Director has or has had any interest in anytransactions which are or were unusual in their nature or conditions or significant to thebusiness of the Company and which were effected by the Company since its date ofincorporation or remain in any respect outstanding or unperformed. Exceptions to thepreceding paragraph are as follows:

(a) Ms Seshamani and Mr Moulton are both members of Greensphere Capital Partnerswhich is party to the Private Portfolio Management Agreement, the Asset ManagementSecondment Agreement, the Greensphere Capital Partners SPA and the IssueAgreement, details of which are contained in paragraph 9 of this Part 8. They are alsoboth party to the Issue Agreement and the Greensphere Capital Partners SPA in theirrespective personal capacities; and

(b) Ms Seshamani is entitled to participate in the LTIP.

6.9 No loan or guarantee has been granted or provided by any member of the Company for thebenefit of any Director.

6.10 There are no restrictions agreed by any Director on the disposal within a certain period oftime of their holdings in the Company’s securities.

6.11 As at the date of this Prospectus and immediately following Admission, other than asdisclosed in this Part 8, there are no interests of any Director, including any connectedpersons of any Director, the existence of which is known to, or could with reasonablediligence be ascertained by, that Director whether or not held through another party, in theshare capital of the Company or any options in respect of such capital. The Company hasbeen informed that it is the current intention of the Capricorn Investment Group to subscribefor approximately 28 million Ordinary Shares in the Issue through a holding entity.Mr Yadigaroglu is a partner of Capricorn Investment Group.

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6.12 The Directors in their capacity as directors do not have any options over Shares. TheDirectors have confirmed that they intend to subscribe in the Placing and Offer forSubscription for the following number of Ordinary Shares:

DirectorNumber of

Ordinary Shares

Percentage ofissued Ordinary

Shares followingAdmission39

Ian Nolan 100,000 0.02Jon Moulton* 1,300,000 0.26Simon Peckham 250,000 0.05Divya Seshamani** 250,000 0.05Ion Yadigaroglu 100,000 0.02

* Moulton Goodies Ltd, which is ultimately controlled by Jon Moulton, has indicated that it will subscribe for1,300,000 Ordinary Shares in the Issue, in addition to the 1,628,350 Ordinary Shares to be issued by way of InitialConsideration.

** Livingston Estates Limited, of which Ms Seshamani is a beneficial owner, has indicated that it will subscribe for250,000 Ordinary Shares in the Issue, in addition to the 366,650 Ordinary Shares to be issued by way of InitialConsideration.

.

6.13 Details of those companies (other than the Company and its subsidiaries) and partnerships ofwhich the Directors have been members of the administrative, management or supervisorybodies or partners at any time within the five years ending on 28 November 2017 (being thelatest practicable date prior to the publication of this Prospectus) are as follows:

Ian NolanCurrent directorships and partnerships Past directorships and partnerships

Abinger Green Services LimitedCircularity Capital LtdSteama Co LtdSwitchee LtdWinnow Holdings Ltd

2-B Energy Holding BVAlbion Community Power plcGreen Investment Group Management LtdMacquarie European Renewable EnergyFund LtdThat Device Company LtdUK Green Investment Bank plc

Jon MoultonCurrent directorships and partnerships Past directorships and partnerships

AMR Centre LtdBECAP12 City Link LtdBECAP12 Everest LtdBECAP12 GP LPBECAP12 GP LtdBECAP12 iNTERTAIN LtdBECAP12 Northern Aerospace LtdBECAP12 Jaeger LtdBECAP12 MasterCo LtdBECAP12 SPOT LtdBECAP Fairline Boats LtdBECAP GP LPBECAP GP LtdBECAP m-hance LtdBetter Capital 12 SLP LPBetter Capital PCC LtdBetter Capital SLP LPBluefield Partners LLPC Bidco LtdCentre for Policy Studies Ltd

30 St James’s Square Investments LimitedAnglo Normandy Aero-Engineering LtdAurigny Air Services LtdBACIT GP LtdBACIT LtdBECAP12 SPV 3 LtdBECAP12 SPV 4 LtdBECAP12 SPV 5 LtdBECAP12 SPV 6 LtdBECAP12 SPV 7 LtdBECAP12 SPV 8 LtdBECAP12 SPV 10 LtdBECAP12 SPV 12 LtdBECAP12 SPV 17 LtdBECAP Capital Coal LtdBECAP DigiPos LtdBECAP Gardner 1 LtdBECAP Gardner 2 LtdBECAP MasterCo LtdBECAP Santia Ltd

39 The percentages shown in this table are calculated on the assumption that the maximum size of the Issue is reached, being atotal of 500 million Ordinary Shares.

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Channel Islands Stock Exchange LtdCollabrium Capital (Guernsey) LtdFinnCap LtdFIM Windfarms 2 LPGreensphere Capital Partners LLPJP Moulton Charitable FoundationLa Falaise Holdings LtdMoulton Folly LtdMoulton Goodies LtdMoulton Lakeside LtdOmnico Group LtdPassivity Investments LtdShuban 6 LtdShuban Power Ltd (director)Sustainable Technology Partnership FounderPartner LLPThe International Stock Exchange Group LtdThe British Neurological Research TrustUK Stem Cell FoundationUK Green Sustainable Waste and EnergyInvestments General Partner LP

BECAP Spicers (Guernsey) LtdBetter Capital LLPBridges Community Development VentureFund II LPCabernet LtdCapital Structured Solutions No.1 (Feeder)LLPCAV Aerospace LimitedChannel Islands Securities ExchangeAuthority LtdDigipos Store Solutions (Holdings) LimitedDirect Marketing PartnersDirect Midco LtdEnigmatic Investments LtdEnigmatic 9 Investments LtdGardner Aerospace Holdings LimitedGreensphere Management LtdGreensphere Waste Income Fund LtdJon Moulton Fund KCP1 LPLa Hure Holdings LtdMoulton Full Time LtdNew Broad Street Investments LimitedOxford Technology Enterprise Capital FundLPPinnacle N10 LLPSantia Holdco LtdShoreham Shop LLPThe Spicers-Office Team Group LimitedVerdi Semiconductor LtdVivat Direct LtdVivat Finance LtdWharrels Hill LLP

Simon Peckham

Current directorships and partnerships Past directorships and partnerships

Alcester Number 1 LimitedBrush Electrical Machines LimitedBrush HMA B.V.Brush Holdings LimitedBrush Properties LimitedBrush Transformers LimitedColmore Oversears Holdings LimitedDanks Holdings LimitedEland Homes LimitedHarrington Generators International LimitedHawker Siddeley Switchgear LimitMelrose Holdings LimitedMelrose Industries PLCMelrose Taiwan LimitedMelrose UK 4 LimitedMetal Closures Extrusions LimitedPrecision House Management Services LimitedWhipp & Bourne Limited

Alcester EP1 LimitedBridon Coatbridge LimitedBridon International LtdBridon LimitedCrosby Europe (UK) LimitedCrosby Premier Stampings LimitedEachalm Aerospace Holdings LimitedFKI BHG BranchFKI Distribution LimitedFKI Verwaltungs GmbHHamsard 2246Marelli UK LimitedPrelok Specialist Products Limited

Divya Seshamani

Current directorships and partnerships Past directorships and partnerships

Duranta Energy LimitedDuranta Energy Services LimitedDuranta Holding Company LimitedDuranta Teesside Limited

Greensphere Advisers LLPGreensphere Biomass 2 LimitedNorth Cave AD LimitedRegen Devco Limited

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Forterra PlcGreensphere Biomass 1 LimitedGreensphere Capital Partners LLPPB Avighna LtdShuban 6 LimitedShuban Power LimitedUK Green Sustainable Waste and EnergyInvestments (GP) LimitedWestern Bio-Energy LtdWestern Bio-Energy (Fuels) Limited

Regen Holdings LimitedShuban 9 LimitedShuban 11 LimitedTillertech LimitedTPG Europe LLPWhites Engineering LimitedWhites Recycling Ltd

Ion YadigarogluCurrent directorships and partnerships Past directorships and partnerships

Agrica LimitedAutomatiks, Inc.Capricorn Investment Group LLCCeresCorvair Holding 1 Ltd (affiliate of SeaChange)Encourage CapitalFalcon Waterfree Technologies, LLCIdentified, IncLycee Francais de New YorkSeaChange Maritime LLCSeaChange Ship Management LLCSunpreme Inc.Sunpreme (H.K.) Ltd.Sunpreme Ltd.Sunpreme Solar India Pvt. Ltd.Sunpreme Solar Technology (China) Ltd.Sunpreme Solar Technology (Jiaxing) Ltd.Targeted Growth, IncTechnology Impact Fund, LPTechnology Impact Fund (Cayman), LPTIF Partners LLCTrueCar, IncVintage Partners LLC

Imperium Renewables, IncTGC-Capricorn Holdings LLC

6.14 Save as disclosed in this paragraph 6.14, as at the date of this Prospectus none of theDirectors:

(a) has had any convictions in relation to fraudulent offences for the five years precedingthe date of this Prospectus;

(b) has been associated with any bankruptcies, receiverships or liquidations when acting inthe capacity of a member of the administrative, management or supervisory body or apartner of the companies and/or partnerships referred to in paragraph 6.13 above for thefive years preceding the date of this Prospectus (other than that BECAP Gardner 1 Ltdand BECAP Gardner 2 Ltd, of which Mr Moulton was formerly a director, werepreviously in liquidation prior to dissolution and Western Bio-Energy Limited, of whichMs Seshamani is currently a director, is in trading administration); or

(c) has any official public incrimination and/or sanctions by statutory or regulatory authorities(including designated professional bodies) or has ever been disqualified by a court fromacting as a member of the administrative, management or supervisory bodies of anissuer or from acting in the management or conduct of the affairs of any issuer for atleast the previous five years (and for this purpose ‘‘issuer’’ has the meaning ascribed toit by Appendix I to the Prospectus Rules).

6.15 Save as detailed in Section 6 of this Part 8, as at the date of this Prospectus, there are nopotential conflicts of interest between any duties of the Directors to the Company and theirprivate interests and/or other duties. All of the Directors are independent of the AIFM and any

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other company in the same group of companies as the AIFM. Ms Seshamani and Mr Moultonare members of Greensphere Capital Partners, the manager of the Private Portfolio. Thereare no family relationships between the Directors.

7. RELATED PARTY TRANSACTIONS

Save for the AIFM Agreement, the Listed Portfolio Management Agreement and the PrivatePortfolio Management Agreement (each of which is described in paragraph 9 of this Part 8) theCompany is not a party to, nor had any interest in, any related party transaction (as defined in thestandards adopted according to the Regulation (EC) No 1606/2002) at any time since itsincorporation on 16 October 2017.

8. SUBSTANTIAL SHARE INTERESTS

8.1 As at the close of business on 28 November 2017 (being the latest practicable date prior tothe publication of this Prospectus), save as set out at paragraph 8.2 below, the Company isnot aware of any persons who, following Admission and on the assumption that the minimumnumber of Ordinary Shares are subscribed for under the Placing and Offer for Subscriptionwill be directly or indirectly interested in three per cent. or more of the Company’s issuedshare capital (being the minimum threshold above which a Shareholder must notify theCompany under the Disclosure Guidance and Transparency Rules of its holding). EachOrdinary Share carries the same rights, regardless of the number of Ordinary Shares held byany Shareholder.

8.2 The Company has been informed that it is the current intention of the Capricorn InvestmentGroup to subscribe for approximately 28 million Ordinary Shares in the Issue through aholding entity. Mr Yadigaroglu (Director) and Mr Orum (Investment Committee Member) areboth Partners of Capricorn Investment Group.

8.3 As at the date of this Prospectus, the Directors are not aware of any person who could,directly or indirectly, jointly or severally, own or exercise control over the Company or of anyarrangements, the operation of which may result in a change of control of the Company.

9. MATERIAL CONTRACTS

The following are the only contracts (not being contracts entered into in the ordinary course ofbusiness) which as at the date of this Prospectus have been entered into by the Company or anymember of its Group, and which are, or may be, material to the Company and/or the Group:

9.1 Issue Agreement

The Company has entered into an issue agreement dated the date of this Prospectus withNumis, Ecofin, Greensphere Capital Partners, Ms Seshamani and Mr Moulton in relation tothe Issue and the Placing Programme. Pursuant to the Issue Agreement, Numis conditionallyagrees to use its reasonable endeavours to procure Placees (i) in the Placing for OrdinaryShares, and (ii) in any Subsequent Placing for Ordinary Shares or C Shares (as the casemay be).

The Issue Agreement is conditional on, among other things, Admission in respect of the Issueoccurring by 8.00 a.m. on 20 December 2017 (or such later date, not being later than31 December 2017, as the Company and Numis may agree).

The Issue Agreement is further conditional upon (inter alia) a minimum of US$200 millionbeing subscribed for in the Issue. If any of the conditions in the Issue Agreement are notmet, Numis shall, amongst other things, not be under any obligation to complete the Placingand the Company shall make an announcement in consultation with Numis on a RegulatoryInformation Service.

In consideration for its services under the Issue Agreement, and provided that the IssueAgreement becomes unconditional, Numis will receive from the Company reimbursement forall out-of-pocket expenses incurred by it in connection with the Issue and the PlacingProgramme in addition to the following fees:

(a) a corporate finance fee of £150,000 and an additional £1,000 for every £1 million raisedabove £250 million, subject to a cap of £350,000;

(b) a placing commission equal to 1.5 per cent. of such of the Gross Issue Proceeds inrespect of investors that are sourced by Numis;

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(c) a placing commission equal to 0.5 per cent. of such of the Gross Issue Proceeds inrespect of investors that are not sourced by Numis, other than those investors sourcedby KGI in respect of who Numis shall receive a commission of 0.1 per cent. of such partof the Gross Issue Proceeds attributable to them; and

(d) an amount to be agreed between the Company and Numis in good faith in respect ofcornerstone investors not sourced by Numis; and

(e) in respect of any Subsequent Placing a placing commission equal to 1 per cent. of thegross proceeds of Shares issued pursuant to that Subsequent Placing if the grossproceeds are equal to or less than US$20 million, and 1.5 per cent. of the grossproceeds of Shares issued pursuant to that Subsequent Placing if the gross proceedsare greater than US$20 million.

Numis’ fees and commissions are subject to a ratchet whereby the amount payable to Numiswill be reduced if and to the extent that payment in full, together with any irrecoverable VAT,would cause the Issue Costs to exceed 2 per cent. of the Gross Issue Proceeds. Numisreserves the right to rebate to significant investors a proportion of the commission payableunder the terms of the Issue Agreement.

If the Issue Agreement does not become unconditional, Numis may be entitled to some butnot all of the above fees, including its expenses incurred in connection with the Issue. Theabove fees are exclusive of VAT.

The Company, Ecofin, Greensphere Capital Partners, Ms Seshamani and Mr Moulton haveeach given certain customary representations and warranties to Numis, and the Company andEcofin have also agreed to provide customary indemnities to Numis.

Numis may, terminate the Issue Agreement at any time before Admission, and thereafter inrespect of the Placing Programme in certain circumstances, including for breach of thewarranties referred to above.

9.2 KGI Distribution Agreement

The Company has appointed KGI Asia Limited to act as non-exclusive distributor of Shares inHong Kong pursuant to the KGI Distribution Agreement dated the date of this Prospectus.KGI has agreed to use its reasonable endeavours to find subscribers for Shares in HongKong. KGI will act as an agent for subscribers sourced by it and it is are expected to applyfor Shares on behalf of its clients under the Placing. KGI is not underwriting any portion ofthe Issue or the Placing Programme. KGI is not appointed as an agent of the Company.

The Company has each given certain customary representations and warranties to KGI, andKGI has also agreed to provide customary indemnities to the Company and to Numis,including compliance with securities laws in Hong Kong.

KGI is entitled to receive a distribution commission from the Company equal to 1.5 per cent.of such of the Gross Issue Proceeds in respect of investors that are sourced by it. KGI issubject to the same ratchet mechanism as Numis (described in paragraph 9.1 above), suchthat its distribution commission will be reduced to the same extent as Numis’s if and to theextent that payment in full would cause the Issue Costs to exceed 2 per cent. of the GrossIssue Proceeds.

Either the Company or KGI may terminate the KGI Distribution Agreement by giving to theother two weeks’ notice, or immediately in certain circumstances.

9.3 AIFM Agreement

The Company has entered into the AIFM Agreement dated the date of this Prospectus withEcofin and Greensphere Advisors. Pursuant to the AIFM Agreement, Ecofin has beenappointed to act as the Company’s AIFM to be responsible for the risk and portfoliomanagement of the Company’s investments.

Following Greensphere Advisors receiving the relevant permissions to act as the Company’sAIFM from the FCA, Greensphere Advisors shall replace Ecofin as the Company’s AIFM onthe terms of the AIFM Agreement, which is expected to be two years following Admission.Such appointment shall be without further action required by the Company.

Under the terms of the AIFM Agreement, the AIFM is entitled to delegate some of theportfolio management of the Investment Portfolio. For such times as Ecofin is the AIFM, it willdelegate the portfolio management of the Private Portfolio on the terms of the Private

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Portfolio Management Agreement. Once Greensphere Advisors is appointed as AIFM, it willdelegate portfolio management of the Listed Portfolio to Ecofin, pursuant to the ListedPortfolio Management Agreement. The Listed Portfolio Management Agreement contemplatesGreensphere Advisors taking over as AIFM and it will continue in accordance with its termsafter the transition of AIFM.

The AIFM will not be liable for the Company under the AIFM Agreement, except, in eachcase, to the extent that the Company suffers loss as a result of negligence, wilful default orfraud on the part of the AIFM or any of its affiliates (or their respective directors, employeesand agents) or any failure by the AIFM to comply with its obligations under the AIFMAgreement or the AIFM Directive.

Under the AIFM Agreement, the Company indemnifies the AIFM (for itself and as trustee andagent for each of its shareholders, directors and officers, and those agents and delegates)against all actions, proceedings, liabilities and claims whatsoever (other than those arisingfrom the fraud, negligence, wilful default, bad faith, misconduct or breach of or failure tocomply with the FCA Rules by any indemnified person) which may be suffered or incurred byan indemnified person in connection with the performance by it of its duties under the AIFMAgreement or of any duties delegated to it.

The Company can terminate the appointment of any AIFM under the AIFM Agreement bygiving six months’ notice expiring any time on or after 24 months from Admission. The AIFMAgreement may also be terminated earlier in certain circumstances.

The Company is required to pay a fixed fee of £75,000 per annum to the AIFM plus VAT (ifapplicable).

9.4 Listed Portfolio Management Agreement

The Company has entered into the Listed Portfolio Management Agreement dated the date ofthis Prospectus with Ecofin and Greensphere Advisors. Pursuant to the Listed PortfolioManagement Agreement, Ecofin has been appointed to act as the Company’s discretionaryinvestment manager of the Listed Portfolio.

Ecofin has agreed to manage the Listed Portfolio in accordance with the Company’sInvestment Policy, and is subject to the supervision and direction of the Directors and theCompany acting through the Management Team. The Listed Portfolio Management Agreementprovides that once Greensphere Advisors is appointed as AIFM, the Listed PortfolioManagement Agreement will continue in accordance with its terms.

Ecofin will not be liable for the Company under the Listed Portfolio Management Agreement,except, in each case, to the extent that the Company suffers loss as a result of negligence,wilful default or fraud on the part of Ecofin or any of its affiliates (or their respective directors,employees and agents) or any failure by Ecofin to comply with its obligations under the ListedPortfolio Management Agreement or the FCA Rules.

Under the Listed Portfolio Management Agreement, the Company indemnifies Ecofin (for itselfand as trustee and agent for each of its shareholders, directors and officers, and thoseagents and delegates) against all actions, proceedings, liabilities and claims whatsoever (otherthan those arising from the fraud, negligence or wilful default, bad faith or failure to complywith the FCA Rules by or of any indemnified person) which may be suffered or incurred byan indemnified person in connection with the performance by it of its duties under the ListedPortfolio Management Agreement or of any duties delegated to it.

The Company can terminate the appointment of Ecofin under the Listed PortfolioManagement Agreement by giving six months’ notice expiring any time on or after 36 monthsfrom the date of the Listed Portfolio Management Agreement. The Listed PortfolioManagement Agreement may also be terminated earlier in certain circumstances, including bythe AIFM if the AIFM reasonably believes such termination is in the interests of investors, orby the Company if Deidre Cooper ceases to devote a material amount of her business timeto the Company.

The Company is required to pay a fixed fee of £810,000 per annum to Ecofin plus VAT (ifapplicable). The Company may (but shall not be obliged to) pay Ecofin such additional sumsas may be determined from time to time by the Board if the Company outperforms itsdividend targets such that the performance conditions for awards to be made in accordance

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with the Company’s long-term incentive plan are satisfied and the Board determines thatEcofin’s performance has materially contributed to the Company satisfying such performancetargets.

9.5 Private Portfolio Management Agreement

The Company has entered into the Private Portfolio Management Agreement dated the dateof this Prospectus with Ecofin and Greensphere Capital Partners. Pursuant to the PrivatePortfolio Management Agreement, Greensphere Capital Partners has been appointed to actas the Company’s discretionary investment manager of the Private Portfolio. GreensphereCapital Partners has applied to the FCA to extend the scope of its regulatory permissions inconnection with the Private Portfolio Management Agreement and its appointment isconditional on such extension being granted. It is anticipated that these permissions will beextended before, or shortly after, Admission.

Greensphere Capital Partners has agreed to manage the Private Investment Portfolio inaccordance with the Company’s Investment Policy, and is subject to the supervision anddirection of the AIFM, the Directors and the Investment Committee. The Private PortfolioManagement Agreement provides that once Greensphere Advisors is appointed as AIFM,Greensphere Advisors will take over Greensphere Capital Partners’ role as discretionaryinvestment manager of the Private Portfolio on the terms of the Private Portfolio ManagementAgreement and the Private Portfolio Management Agreement will continue in accordance withits terms (but Greensphere Capital Partners will cease to be a party).

Greensphere Capital Partners will not be liable to the Company under the Private PortfolioManagement Agreement, except, in each case, to the extent that the Company suffers lossas a result of negligence, wilful default or fraud on the part of Greensphere Capital Partners(or its members, employees, representatives and agents) or any failure by GreensphereCapital Partners to comply with its obligations under the Private Portfolio ManagementAgreement or the FCA Rules.

Under the Private Portfolio Management Agreement, the Company indemnifies GreensphereCapital Partners (for itself and as trustee and agent for each of its shareholders, directors andofficers, and those agents and delegates) against all actions, proceedings, liabilities andclaims whatsoever (other than those arising from the fraud, negligence or wilful default, badfaith or failure to comply with the FCA Rules by any indemnified person) which may besuffered or incurred by an indemnified person in connection with the performance by it of itsduties under the Private Portfolio Management Agreement or of any duties delegated to it.

The Company can terminate the appointment of Greensphere Capital Partners under thePrivate Portfolio Management Agreement by giving 12 months’ notice expiring any time after36 months from the date of the Private Portfolio Management Agreement. The PrivatePortfolio Management Agreement may also be terminated earlier in certain circumstances.

9.6 Greensphere Capital Partners SPA

Greensphere Advisors and Greensphere Capital Partners, Ms Seshamani and Mr Moultonhave entered into the Greensphere Capital Partners SPA dated the date of this Prospectus.

Pursuant to the Greensphere Capital Partners SPA, Greensphere Capital Partners has agreed(conditional on Admission) to transfer its business as a going concern to GreensphereAdvisors.

The business includes the employees, goodwill, trade debtors of Greensphere CapitalPartners, including an amount owed under a settlement agreement in respect of the Durantaasset, the ‘‘Greensphere’’ name and trademark, tangible fixed assets, a release of therestrictive covenant relating to Ms Seshamani and Mr Moulton, a 1 per cent. indirect interestin UK Green Sustainable Waste and Energy Investments L.P. and certain expenses. Therights and obligations under the Legacy Management Agreements, 100 per cent. of theshares in UK Green Sustainable Waste And Energy Investments (GP) Limited and all cashreserves will also be transferred subsequently conditional on further conditions includingregulatory requirements being fulfilled and a required third party consent being obtained.

The consideration for the sale will consist of Greensphere Advisors agreeing to procure thatan entity connected with Ms Seshamani is issued 366,650 Ordinary Shares and an entityconnected with Mr Moulton is issued 1,626,350 Ordinary Shares on Admission by way ofInitial Consideration, together with Deferred Consideration of a number of Ordinary Shares to

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be issued on the date on which the Company’s annual accounts for the financial year ended31 December 2020 are published. The Ordinary Shares issued in satisfaction of the DeferredConsideration obligation will be equal in value to the difference between the InitialConsideration and 2.5 per cent. of the Two-Year Fundraise Gross Proceeds, provided that theDeferred Consideration Conditions have been met. The Directors (other than Ms Seshamaniand Mr Moulton) have the discretion (but do not currently intend to) to waive any of theDeferred Consideration conditions, such that the Deferred Consideration is payablenotwithstanding that any of the conditions are not satisfied. Ordinary Shares issued insatisfaction of the Deferred Consideration obligation will be issued at the direction ofMs Seshamani and at the direction of Mr Moulton in the proportions of 77.7 per cent. to MsSeshamani and 22.3 per cent. to Mr Moulton.

In order to satisfy its obligation to procure that the Company issues the Ordinary Shares insatisfaction of the Initial Consideration and the Deferred Consideration obligations, theCompany has agreed to issue the Ordinary Shares in consideration for an undertaking byGreensphere Advisors to pay a cash amount equivalent to the Net Asset Value of the Sharesissued as at the date of allotment. It is anticipated that in the short term, the undertaking topay cash shall remain outstanding on an inter-company account between the Company andGreensphere Advisors.

Greensphere Capital Partners, has given various representations and warranties in relation tothe business to be sold (subject to disclosure) and have undertaken pending completion ofthe sale of all the assets (inter alia) to continue the Greensphere Capital Partners business inthe ordinary course, not to allow distributions in favour of its members and not to amend theinvestment management agreements comprising the Legacy Management Agreements withoutthe consent of Greensphere Advisors. Ms Seshamani and Mr Moulton have guaranteed allthe obligations of Greensphere Capital Partners under the SPA.

The acquisition of Greensphere Capital Partners’ business is supported by an independentprivate valuation provided by BDO LLP, who have valued the business being acquired at£1,350,000. Save for any responsibility which BDO LLP may have to Greensphere CapitalPartners to whom their opinion is expressly addressed, to the fullest extent permitted by lawBDO LLP does not assume any responsibility and will not accept any liability to any otherperson for any loss suffered by any such other person. The Initial Consideration payableunder the Greensphere Capital Partners SPA is equal to the valuation provided by BDO LLP,plus £150,000 relating to expenses incurred prior to the acquisition.

9.7 Asset Management Secondment Agreement

Greensphere Advisors has entered into the Asset Management Secondment Agreement datedthe date of this Prospectus with Greensphere Capital Partners.

Pursuant to the Asset Management Secondment Agreement, Greensphere Advisors hasagreed to provide secondees to Greensphere Capital Partners to the extent required toenable it to manage the Private Portfolio and the Legacy Management Agreements, includingmaking available such members of the Management Team that are employed by it for thepurposes of managing the Private Portfolio and the Legacy Management Agreements.

Greensphere Capital Partners will pay Greensphere Advisors an amount equal to the feespayable in respect of the Legacy Management Agreements net of Greensphere CapitalPartners’ third party costs reasonably incurred in continuing the Legacy ManagementAgreements.

Greensphere Advisors will not be liable to Greensphere Capital Partners under the AssetManagement Secondment Agreement, except, in each case, to the extent that GreensphereCapital Partners suffers loss as a result of negligence, wilful default or fraud on the part ofGreensphere Advisors or any of its affiliates (or their respective directors, employees andagents).

Under the Asset Management Secondment Agreement, Greensphere Capital Partnersindemnifies Greensphere Advisors (for itself and as trustee and agent for each of itsshareholders, directors and officers, and those agents and delegates) against all actions,proceedings, liabilities and claims whatsoever (other than those arising from the fraud,negligence, wilful default, bad faith or misconduct of, or breach of or failure to comply with the

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Asset Management Secondment Agreement by any indemnified person) which may besuffered or incurred by an indemnified person in connection with the performance by it of itsduties under the Asset Management Secondment Agreement or of any duties delegated to it.

The Asset Management Secondment Agreement will terminate once Greensphere Advisorshas the regulatory approvals to provide the services under the Legacy ManagementAgreements and the completion of the transfer of those has occurred under the GreensphereCapital Partners SPA.

9.8 Registrar Agreement

Pursuant to the Registrar Agreement dated the date of this Prospectus between the Companyand the Registrar, the Registrar has been appointed to act as the Company’s registrar.

The Registrar Agreement has a term of 1 year (the ‘‘Initial Period’’) and may be terminatedby either the Company or the Registrar giving to the other 6 months’ written notice prior tothe end of the Initial Period. The Registrar Agreement will automatically renew for successiveperiods of 12 months following the Initial Period and may be terminated at the end of anysuccessive period by either party giving to the other 6 months’ written notice prior to the endof such successive period. The Registrar Agreement may also be terminated immediately byeither party: (a) on the insolvency (or analogous event) occurring in respect of the other party;or (b) in the case of a material breach by the other party which remains unremedied for 45days after such party has been notified in writing of the breach.

The fees of the Registrar under the Registrar Agreement are described in Part 4 of thisProspectus under the heading ‘‘Registrar Fees’’. The Registrar shall also be entitled to receiveout of pocket expenses incurred by it in the performance of its duties under the RegistrarAgreement, and will be entitled to recover from the Company various disbursements includingpostage, and CREST transaction costs.

The Registrar Agreement provides that the Company shall indemnify the Registrar, itsaffiliates, and their directors, agents, officers and employees from and against any and allliabilities that they may incur in connection with the Registrar Agreement, save in the case offraud, negligence or wilful default of the Registrar, its affiliates, and their directors, agents,officers and employees (or as may be due to any breach of the terms of the RegistrarAgreement). The aggregate liability of the Registrar under the Registrar Agreement is limitedto the lesser of £500,000 or an amount equal to ten times the annual fee payable to theRegistrar under the Registrar Agreement.

9.9 Receiving Agent Agreement

Pursuant to the Receiving Agent Agreement dated the date of this Prospectus between theCompany and the Receiving Agent, the Receiving Agent agrees to provide receiving agentservices to the Company in relation to the Offer for Subscription.

The Receiving Agent is entitled, to an hourly fee for professional advisory services at aminimum charge of £9,700, plus certain additional processing charges on a per item basis.The Receiving Agent will also be entitled to reimbursement of all out of pocket expensesreasonably and properly incurred by it in connection with its duties.

The Receiving Agent Agreement will continue until the services provided under it arecompleted. Either party may terminate the Receiving Agent Agreement if the other commits amaterial breach which is not remedied within 14 days of notice to do so, or upon theinsolvency or analogous event of the other party.

Under the Receiving Agent Agreement, the Company agrees to indemnify the ReceivingAgent (and its affiliates, and its and their directors, officers, employees and agents) against alllosses, damages and liabilities resulting from a breach of the Receiving Agent Agreement bythe Company, and in relation to any third party claims arising from the Receiving AgentAgreement or the receiving agent services, except to the extent that any loss results solelyfrom the fraud or wilful default of the Receiving Agent or its affiliates, or its or their directors,officers, employees and agents.

The aggregate liability (other than for fraud or death or personal injury caused by theReceiving Agent’s negligence) of the Receiving Agent and its affiliates or its or their directors,officers, employees or agents under the Receiving Agent Agreement is limited to the lesser of£250,000 or an amount equal to five times the fee payable to the Receiving Agent under the

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Receiving Agent Agreement. The Receiving Agent Agreement also contains provisionsexcluding the Receiving Agent’s liability in respect of special, incidental, indirect orconsequential losses and other types of pure economic loss.

9.10 Administration Agreement

Under the Administration Agreement dated the date of this Prospectus between the Companyand Praxis, Praxis has agreed to provide administration and company secretarial services tothe Company including calculating the Net Asset Value, keeping minute books, administeringinsider lists for the purposes of MAR, assisting with regulatory compliance pursuant to theDisclosure Guidance and Transparency Rules and Listing Rules and preparingannouncements.

The Administrator is entitled to an annual fee at a fixed rate of £140,000 per annum(increasing with RPI) plus VAT and disbursements, payable monthly in arrears. TheAdministrator is also entitled to certain additional fees for the provision of additional servicessuch as additional reporting and filing in relation to FATCA and shall also be entitled to makereasonable charges based on time spent for work performed in connection with the issuanceof C Shares and the administration of any C Share portfolios including the calculation of NetAsset Value per C Share.

The Administrator shall also be entitled to reimbursement of all out-of-pocket costs, expensesand charges reasonably and properly incurred on behalf of the Company.

The above fees are stated exclusive of VAT and will be subject to VAT at applicable rates.

The Administration Agreement may be terminated by either party on 180 days’ notice andmay be immediately terminated by either party in certain circumstances such as a materialbreach which is not remedied. The Administration Agreement contains customary indemnitiesfrom the Company in favour of the Administrator.

The Administration Agreement is governed by the laws of England and Wales.

9.11 Depositary Agreement

Under the Depositary Agreement dated the date of this Prospectus between the Company,the AIFM and the Depositary, the Depositary has been appointed to provide depositaryservices to the Company for the purposes of the AIFM Directive. Under the terms of theagreement, the Depositary will be responsible for ensuring that the Company’s cashflows areproperly monitored, the safekeeping of assets entrusted to it and the oversight andsupervision of the Company and the AIFM.

The Depositary Agreement may be terminated by any party on three months’ prior writtennotice and may be terminated upon thirty days prior written notice of a material breach whichis not remedied. Under certain other circumstances the Depositing Agreement may beterminated immediately, such as a withdrawal of authorisation from a UK or other supervisoryauthority. Under the terms of the Depositary Agreement, the Depositary is entitled to the feesdescribed in Part 4 of this Prospectus, together with VAT thereon, if applicable. TheDepositary is entitled to reimbursement of all reasonable costs, expenses and disbursementsit incurs in the performance of its duties and obligations under the Depositary Agreement.

Subject to the terms of the AIFM Directive and the Depositary Agreement, the Depositary isentitled to delegate its custody and safe-keeping functions with respect to financialinstruments that are required to be held in custody. Any fees and expenses of a sub-custodian will be payable by the Company in addition to the fees charged by the Depositary.

The Depositary Agreement provides that the Depositary shall not be entitled to lend orotherwise re-use or re-hypothecate any of the Company’s assets and the Depositary shallensure that any delegate performing safe-keeping services does not lend or otherwise re-useor re-hypothecate the Company’s assets.

The Company has agreed to indemnify and hold harmless the Depositary, its officers,directors and employees of and from all costs, liabilities and expenses resulting from the factthat the Depositary and/or these persons have acted for the Depositary pursuant to theDepositary Agreement and in accordance with proper instructions where required, other thanin respect of such costs, liabilities and expenses arising from their negligence, wilfulmisconduct, fraud or breach of the Depositary Agreement.

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The Company, AIFM and Depositary have given customary representations, warranties andundertakings under the agreement.

10. LTIP AND EMPLOYEE BENEFIT TRUST

10.1 Summary of the Principal Features of the Greensphere Capital PLC Long-Term IncentivePlan (‘‘LTIP’’)

The LTIP will operate in conjunction with the Employees’ Benefit Trust described inparagraph 10.2. The LTIP will be administered by the Remuneration Committee. It isanticipated that the LTIP will be operated over a mixture of Ordinary Shares purchased in themarket and newly issued Ordinary Shares subject to the limits described below. Benefitsunder the LTIP will not be pensionable.

(a) Eligibility

The Remuneration Committee may select any employee of the Group (including an executivedirector) to participate in the LTIP.

(b) Grant of Awards

Awards are of conditional rights to acquire Ordinary Shares at nil cost (‘‘Awards’’). TheRemuneration Committee will determine the number of Ordinary Shares covered by eachparticipant’s Award. The maximum aggregate LTIP award in respect of any period is 15 percent. of the amount by which the Covered Dividend for the period exceeds the hurdle for thatperiod. The hurdle is 6 cents per Ordinary Share per year (subject to adjustment for inflationfor the financial year 2021 onwards), provided that the average Net Asset Value per OrdinaryShare in the six month period ended on the last day of the relevant period is at least US$1.

The LTIP will be operated, and the Covered Dividend and the hurdle will be calculated andaveraged, over three year periods, save that in the first year of operation there will be noaveraging and in the second year of operation, year one and year two will be averaged. NoAwards may be made under the LTIP until the Company’s Covered Dividend first exceeds thehurdle.

Eligible employees will receive the amount of their Award in Ordinary Shares issued on thebasis of the then prevailing Net Asset Value per Ordinary Share.

(c) When Awards may be Granted

Awards may be made within 42 days after (i) the announcement of the annual or half yearlyresults of the Company, (ii) the expiry of dealing restrictions affecting the Ordinary Shares, (iii)the announcement or coming into force of any amendments to legislation affecting employeeshare schemes or (iv) at any time when the Remuneration Committee determines that thecircumstances are sufficiently exceptional to justify the making of an Award.

(d) Vesting of Awards

An Award will vest in three equal annual instalments on the first, second and thirdanniversaries of the start of the Financial Year in which the Award is granted (each a‘‘Vesting Date’’), subject to the holder remaining in continuous employment of the Group untilthe relevant Vesting Date.

(e) Leaving Service

An unvested Award held by an employee who leaves service as a good leaver (see below) (a‘‘Good Leaver’’) will vest at the next following Vesting Date as to the instalment then due tovest, apportioned for the period of the Good Leaver’s service as a proportion of the time fromthe start of the financial year in respect of which the Award was granted to the relevantVesting Date. The Remuneration Committee may determine that an Award will vest to agreater extent.

An unvested Award held by an employee who leaves service otherwise than as a GoodLeaver will lapse.

A Good Leaver is one who leaves service by reason of injury, disability, redundancy, the saleout of the Group of the business or subsidiary for which he works or, otherwise, who isdetermined by the Remuneration Committee in its discretion to be a Good Leaver.

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(f) Limit on the Issue of Shares

No Award may be granted if, as a result, the number of Ordinary Shares issued or issuablepursuant to all Awards or other rights to acquire Ordinary Shares granted within the precedingten years under the LTIP and all other employee share plans of the Company would exceedor further exceed ten per cent. of the Company’s issued Ordinary Share capital at the time.

(g) Share Rights

Ordinary Shares issued on the vesting of an Award will rank pari passu with existing OrdinaryShares except for any rights attached to such Ordinary Shares by reference to a record dateprior to the date of allotment.

(h) Variation of Share Capital

The Remuneration Committee may at any time make such adjustments to any outstandingAwards as it may deem appropriate in the event of any capitalisation issue, rights issue,subdivision, consolidation or reduction or other variation in the share capital of the Company.

(i) Takeover, Winding-up

On a change of control event such as a takeover, or on a resolution of shareholders to windup the Company (other than in respect of a continuation vote in any of the circumstancesdetailed under paragraphs (a), (b) or (c) under the heading ‘‘Life of the Company’’ in Part 4),Awards will vest in full.

(j) Malus and Clawback

The Remuneration Committee may reduce the number of Ordinary Shares under an unvestedAward (‘‘malus’’) or require the participant to repay an amount to the Company in respect ofthe value of a vested Award (‘‘claw-back’’) net of irrecoverable tax or social securitycontributions in the following circumstances: material restatement of financial results; materialloss or serious reputational damage to the Company as a result of the participant’s actions orthose of a team member the participant is directly responsible for; where the participant hasdeliberately misled the Company, the Shareholders or the market regarding the Company’sfinancial performance or if there has been serious misconduct or misbehaviour by theparticipant.

(k) Amendment

The Remuneration Committee may amend the LTIP at any time in any respect, save that thehurdle or any other performance condition that needs to be met in order for a participant tobe eligible for an award may only be amended by the Remuneration Committee without theapproval of the Company in general meeting if the Remuneration Committee determines thatsuch changes are necessary in order to ensure the LTIP is an effective part of theCompany’s remuneration policy. The the rules of the LTIP relating to eligibility, limits on thenumber of Ordinary Shares available under the LTIP, the basis of the adjustment of aneligible employee’s participation in the event of a variation of capital and to amendment of theLTIP may not be amended to the advantage of existing or future participants without the priorapproval of the Company in general meeting, except that the Remuneration Committee may:

(i) make any amendment necessary to take account of a change in legislation or to obtainor maintain favourable taxation, exchange control or regulatory treatment of theCompany, any of its subsidiaries or any participant; and

(ii) make minor amendments to benefit the administration of the LTIP.

No amendment may be made to alter to the material disadvantage of any participant anyrights already acquired by him without the consent of the participants.

(l) Termination

The Remuneration Committee may terminate the LTIP at any time. In any event, no Awardmay be granted in respect of an LTIP Year commencing more than ten years afterAdmission.

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10.2 Summary of the Principal Features of the Greensphere Capital PLC Employees’ BenefitTrust (the ‘‘EBT’’)

The Company has resolved to establish the Greensphere Capital PLC Employees’ BenefitTrust. The EBT will operate in conjunction with the LTIP, and any other employees’ shareplans established by the Company. It will be financed from time to time by gifts or interest-free loans from the Group.

(a) Terms of the Trust Deed

The trust deed provides that the Trustee shall hold all EBT assets and income received fromtime to time (including any permitted accumulations of income) on discretionary trusts foremployees and former employees of Group companies and their spouses, widows, andchildren and step-children under the age of 18 years (excluding anyone who at the absolutediscretion of the Trustee is precluded from benefiting). At the expiry of 125 years or on suchearlier date as the Trustee may in its absolute discretion determine, the remaining EBTassets will vest in any one or more of the permitted beneficiaries as the Trustee may select.No member of the Group may benefit under the terms of the EBT.

(b) Trustee’s Power of Investment

The Trustee has wide powers of investment in securities, deposits or other property, includingthe power to change investments, insure, maintain and protect assets of the EBT and toleave such assets uninvested. The Trustee also has wide powers to borrow on the security ofsuch assets. In practice, the Trustee will only invest in Shares or debentures in the Company(or in shares or debentures of any company which acquires the Company) for allocation tobeneficiaries. The Trustee will normally waive the right to receive dividends.

(c) Trustee’s Power to Vote in respect of Shares Held as Investments

The Company may permit the Trustee to exercise any voting rights in respect of Shares heldas investments in such manner as the Trustee sees fit; in so doing, it will have regard to thebest interests of beneficiaries.

(d) Takeovers

The Trustee will have a discretion whether or not to accept any offer made for the Companyin respect of any Shares which it holds.

(e) Trustee Protection and Indemnities

The Trustee will not be liable for any loss to assets of the EBT arising out of any investmentsmade in good faith and will not be liable for any negligence or fraud of any agent appointedby the Trustee except in the event of fraud or wilful wrong-doing on the part of the Trustee orits agent. There is no general liability on the Company to indemnify the Trustee against loss.

(f) Appointment and Removal of the Trustee

The Company will be able to appoint new or additional trustees and remove any trustees.Normal powers are included to permit any professional person who acts as Trustee to chargefees in the normal course of business.

11. FINANCIAL INFORMATION, WORKING CAPITAL, INDEBTEDNESS AND SIGNIFICANTCHANGE

11.1 PricewaterhouseCoopers LLP which is registered to carry out audit work by the Institute ofChartered Accountants of England and Wales was approved as the Company’s auditor on13 November 2017. Its address is stated in the section of this Prospectus entitled ‘‘Directors,Agents and Advisers’’. The terms under which it will be appointed are the Auditors’ standardterms for a public listed company. The annual report and accounts of the Company will beprepared in Dollars and in accordance with IFRS.

11.2 The Company’s accounting period will end on 31 December of each year, with the first periodending on 31 December 2018.

11.3 The Company has not commenced operations since its incorporation on 16 October 2017 andno financial statements of the Company have been issued as at the date of this Prospectus.Accordingly it has no operating or financial history.

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11.4 The Company is of the opinion that, taking into account Minimum Net Proceeds, the workingcapital available to the Group is sufficient for the Group’s present requirements, being for atleast the next 12 months from the date of this Prospectus.

11.5 As at the date of this Prospectus and save as disclosed in this Prospectus, the Company hasno guaranteed, secured, unguaranteed or unsecured debt and no indirect or contingentindebtedness. The Company’s issued share capital consists of 50,000 Management Sharesand 1 Ordinary Share.

11.6 As at the date of this Prospectus, there has been no significant change in the trading orfinancial position of the Group since the incorporation of the Company.

11.7 Immediately following Admission, the Company’s gross assets will increase by an amountequal to the gross proceeds of the Placing and Offer for Subscription (assuming themaximum size of the Issue is reached), being US$500 million, less an amount representingthe Issue Costs borne by the Company. It is not possible to quantify the effect of the Issueon the Company’s earnings except that they should increase.

12. LITIGATION

There have been no governmental, legal or arbitration proceedings (including, in so far as theCompany is aware, any governmental, legal or arbitration proceedings which are pending orthreatened) during the period since the Company’s incorporation on 16 October 2017 which mayhave, or have had in the recent past, a significant effect on the Company or the Group’s financialposition or profitability.

13. MANDATORY BIDS, SQUEEZE-OUT AND SELL-OUT RULES

13.1 Mandatory bids

The Company is subject to the provisions of the Takeover Code. Under Rule 9 of theTakeover Code, any person or group of persons acting in concert with each other which,taken together with shares already held by that person or group of persons, acquires 30 percent. or more of the voting rights of a public company which is subject to the Takeover Codeor holds not less than 30 per cent. but not more than 50 per cent. of the voting rightsexercisable at a general meeting and acquires additional shares which increase thepercentage of their voting rights, would normally be required to make a general offer in cashor with a cash alternative at the highest price paid within the preceding 12 months for all theremaining equity share capital of the Company.

Under Rule 37 of the Takeover Code, when a company purchases its own voting shares, aresulting increase in the percentage of voting rights carried by the shareholdings of anyperson or group of persons acting in concert will be treated as an acquisition for the purposesof Rule 9. A shareholder who is either a director or acting in concert with a director will notnormally incur an obligation to make an offer under Rule 9 in this manner. However, undernote 2 to Rule 37, where a shareholder has acquired shares at a time when it had reason tobelieve that a purchase by the company of its own voting shares may take place, anobligation to make a mandatory bid under Rule 9 may arise in certain circumstances. The buyback by the Company of Ordinary Shares could, therefore, have implications for Shareholderswith significant shareholdings.

13.2 Squeeze-out

Under the Act, if an offeror was to acquire 90 per cent. of the issued Ordinary Shares then,within four (4) months of making the offer, that offeror could then compulsorily acquire theremaining 10 per cent. It would do so by sending a notice to outstanding shareholders tellingthem that it will compulsorily acquire their shares and then, six (6) weeks later, it wouldexecute a transfer of the outstanding shares in its favour and pay the consideration to theCompany, which would hold the consideration on trust for outstanding shareholders. Theconsideration offered to the shareholders whose shares are compulsorily acquired under theAct must (in general) be the same as the consideration that was available under the takeoveroffer.

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13.3 Sell-out rules

The Act gives minority shareholders in the Company a right to be bought out in certaincircumstances by an offeror who has made a takeover offer. If a takeover offer related to allthe Ordinary Shares and, at any time before the end of the period within which the offercould be accepted, the offeror held or had agreed to acquire not less than 90 per cent. of theOrdinary Shares, any holder of shares to which the offer relates who has not accepted theoffer can require the offeror to acquire his shares. The offeror would be required to give anyshareholder notice of his right to be bought out within one (1) month of that right arising. Theofferor may impose a time limit on the rights of minority shareholders to be bought but thatperiod cannot end less than three (3) months after the end of the acceptance period. If ashareholder exercises its rights, the offeror is bound to acquire those shares on the terms ofthe offer or on such other terms as may be agreed.

13.4 Takeover bids

As at the date of this Prospectus, there have been no public takeover bids by third parties inrespect of the Company’s share capital since incorporation.

14. DISCLOSURE REQUIREMENTS AND NOTIFICATION OF INTEREST IN ORDINARY SHARES

Under Chapter 5 of the Disclosure Guidance and Transparency Rules, subject to certain limitedexpectations, a person must notify the Company (and, at the same time, the FCA) of thepercentage of voting rights he holds (within two trading days) if he acquires or disposes ofOrdinary Shares in the Company to which voting rights are attached and if, as a result of theacquisition or disposal, the percentage of voting rights which he holds as a Shareholder (or, incertain cases, which he holds indirectly) or through his direct or indirect holding of certain types offinancial instruments (or a combination of such holdings):

(a) reaches, exceeds or falls below 3, 4, 5, 6, 7, 8, 9 or 10 per cent. and each 1 per cent.threshold thereafter up to 100 per cent; or

(b) reaches, exceeds or falls below an applicable threshold in (a) above as a result of eventschanging the breakdown of voting rights and on the basis of the total voting rights notified tothe market by the Company.

Such notification must be made using the prescribed form TR-1 available from the FCA’s websiteat http://www.fca.gov.uk. Under the Disclosure Guidance and Transparency Rules, the Companymust announce the notification to the public as soon as possible and in any event by not later thanthe end of the trading day following receipt of a notification in relation to voting rights.

The FCA may take enforcement action against a person holding voting rights who has notcomplied with Chapter 5 of the Disclosure Guidance and Transparency Rules.

15. AIFM Directive Disclosures

15.1 The Company will be categorised as an EEA AIF for the purposes of the AIFM Directive andits AIFM will be an EEA AIFM. Accordingly, the Company’s AIFM is required to make certaindisclosures to prospective investors prior to their investment in the Company, in accordancewith Article 23 of the AIFM Directive and FUND 3.2.2 and 3.2.3 of the FCA Handbook. Anexplanation of where each of these disclosures may be found in this Prospectus (or of thenon-applicability to the Company of certain of these disclosures) is set out in this paragraph15. References to ‘‘FUND’’ are to the FUND sourcebook of the FCA Handbook.

15.2 Part 1 of this Prospectus contains a description of the investment strategy and objectives ofthe Company, the types of assets in which the Company may invest, the techniques it mayemploy, any applicable investment restrictions and the procedures by which the Companymay change its investment strategy or the Investment Policy.

15.3 Part 1 of this Prospectus also contains a description of the circumstances in which the Groupmay use leverage, the types and sources of leverage permitted, restrictions on the use ofleverage and the maximum level of leverage which the Group is permitted to employ. Thereare no collateral or reuse arrangements in place in respect of the Company’s InvestmentPortfolio.

15.4 The key risks associated with the investment strategy, objectives and techniques of theCompany and with the use of leverage by the Group are contained in the section of thisProspectus entitled ‘‘Risk Factors’’.

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15.5 The Company is not a fund of funds and so there is no master AIF for the purposes of theAIFM Directive.

15.6 A description of the main legal implications of the contractual relationship entered into for thepurpose of investment in the Company, including information on jurisdiction and applicablelaw, is contained in Part 8 and in Appendices 1 and 2 of this Prospectus. In particular, theIssue and any Subsequent Placings are governed by English law and subject to thejurisdiction of English courts, the same law and jurisdiction under which the Company isestablished. More generally, a foreign judgment obtained in an EU member state may berecognised and enforced in England pursuant to the Brussels Regulation. A judgment whichhas been certified as a European Enforcement Order pursuant to Regulation (EC) 805/2004may also be recognised and enforced in England.

15.7 Details of the identities of the Company’s AIFM, Depositary, Auditors and other serviceproviders to the Company, their duties to the Company and investors’ rights (exercisedthrough the Company) are contained in Part 3 of this Prospectus and in paragraph 9 of thisPart 8.

15.8 The AIFM will cover professional liability risks by way of professional indemnity insurance.

15.9 The AIFM will delegate management of the Private Portfolio to Greensphere Capital Partners.The Depositary may delegate its custody and safe-keeping functions with respect to financialinstruments that are required to be held in custody as described in paragraph 9.11 of thisPart 8. Potential conflicts of interest are described in Part 3 of this Prospectus.

15.10A description of the Company’s valuation procedures and of the pricing methodology forvaluing assets, which includes the methods that will be used in valuing hard-to-value assets,is contained in Part 4 of this Prospectus.

15.11The Company is a closed-ended investment company and there are therefore no redemptionrights in respect of the Ordinary Shares. However, the Shares are to be listed on the OfficialList and admitted to trading on the Main Market, and will be freely transferable. As regardsliquidity risk management, a description of the discount management mechanisms which maybe employed by the Company is contained in Part 4 of this Prospectus, although it should benoted that the Directors’ exercise of these rights is entirely discretionary.

15.12A description of all fees, charges and expenses and of the maximum amounts thereof (to theextent that this can be assessed) which are borne by the Company and thus indirectly byinvestors is contained in Part 4 of this Prospectus and this Part 8. There are no expensescharged directly to investors by the Company.

15.13As its Shares are to be admitted to the premium segment of the Official List, the Companywill be required to comply with (inter alia) the relevant provisions of the Listing Rules and theDisclosure Guidance and Transparency Rules and the Takeover Code, all of which operate toensure a fair treatment of investors. No investor has obtained preferential treatment or theright to obtain preferential treatment.

15.14Since the Company was incorporated on 16 October 2017 and has not yet commencedoperations, no financial statements or Net Asset Value have been published by the Company.No historical performance is available as the Company has no operating history.

15.15The procedure and conditions for the issue and sale of Shares is contained in Part 5 of thisProspectus.

15.16The Company has not engaged the services of any prime broker.

15.17The Depositary Agreement prohibits the lending, reuse or re-hypothecation by the Depositaryof the Company’s assets.

15.18While the Depositary Agreement permits the Depositary to discharge its liability under Article21(13) and (14) of the AIFMD and Article 32 of the AIFM Regulations, it has not made anyarrangements to do so. If there are any changes to the liability of the Depositary, the AIFMwill inform investors.

15.19The information required under paragraphs 4 and 5 of Article 23 of the AIFM Directive andFUND 3.2.5 and FUND 3.2.6 will be disclosed to investors in the Company’s annual report.

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15.20If there are any material changes to any of the information referred to in this paragraph 15,such changes will be notified in the Company’s annual report, in accordance with Article 23 ofthe AIFM Directive and FUND 3.2.2.

16. CONSENTS

16.1 Numis has given and not withdrawn its written consent to the issue of this Prospectus andthe inclusion herein of its name and the references to it in the form and context in which theyappear.

16.2 Ecofin has given and not withdrawn its written consent to the issue of this Prospectus andthe inclusion herein of its name and the references to it in the form and context in which theyappear.

16.3 Greensphere Capital Partners has given and not withdrawn its written consent to the issue ofthis Prospectus and the inclusion herein of its name and the references to it in the form andcontext in which they appear.

16.4 BDO LLP has given and not withdrawn its written consent to the issue of this Prospectus andthe inclusion herein of its name and the references to it in the form and context in which theyappear. Save for any responsibility which BDO LLP may have to Greensphere CapitalPartners to whom their opinion (as described in Parts 3 and 8 of this Prospectus) is expresslyaddressed, to the fullest extent permitted by law BDO LLP does not assume anyresponsibility and will not accept any liability to any other person for any loss suffered by anysuch other person.

17. THIRD PARTY INFORMATION

Where information in this Prospectus has been sourced from third parties such information hasbeen accurately reproduced and, as far as the Company is aware and is able to ascertain frominformation published by such third parties, no facts have been omitted which would render thereproduced information inaccurate or misleading.

18. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during Business Hours on anyweekday (Saturdays, Sundays and public holidays excepted) at the offices of Hogan LovellsInternational LLP at Atlantic House, Holborn Viaduct, London EC1A 2FG and at the Company’sregistered office until close of business on 29 November 2018 (being the last possible Admissiondate under the Placing Programme):

(a) the Company’s memorandum of association and Articles; and

(b) this Prospectus.

19. AVAILABILITY OF THE PROSPECTUS

In addition, copies of this Prospectus are available free of charge from the registered office of theCompany and the offices of Numis. Copies of this Prospectus are also available for access at theNational Storage Mechanism which is located at www.hemscott.com/nsm.do and the Company’swebsite, at www.greenspherecapital.com.

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PART 9: RESTRICTIONS ON SALE TO OVERSEAS INVESTORS

This document has been approved by the FCA as a prospectus which may be used to offersecurities to the public in the United Kingdom for the purposes of section 85 FSMA and Directive2003/7/EC (as amended by Directive 2010/73/EU). Except as otherwise set out below, noarrangement has however been made with the competent authority in any other EEA State (or anyother jurisdiction) for the use of this document as an approved prospectus in such jurisdiction andaccordingly no public offer is to be made in such jurisdictions. Issue or circulation of this documentmay be prohibited in countries other than those in relation to which notices are given below. Thisdocument does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy,shares in any jurisdiction in which such offer or solicitation is unlawful.

FOR THE ATTENTION OF EEA INVESTORS

Each member state of the EEA has adopted legislation implementing the AIFM Directive intonational law. Under the AIFM Directive, marketing to any investor domiciled or with a registeredoffice in the EEA will be restricted by such laws and no such marketing shall take place except aspermitted by such laws. Outside of the UK, the AIFM has applied to the FCA for a marketingpassport in respect of Denmark, France, Germany, the Republic of Ireland, Italy, the Netherlands,Norway, Spain and Sweden. No action has been taken in the EEA outside of these jurisdictionsand the Company will only be marketed within the EEA to the extent it is lawful to do so.

FOR THE ATTENTION OF HONG KONG INVESTORS

The Shares are or are intended to be disposed of only to professional investors within the meaningof section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap 571 of the lawsof Hong Kong) (including professional investors falling within paragraph (j) of the definition ofprofessional investor in that section). The offer of Shares is not being made to persons other thanthe recipient, the Shares may not be resold to the public in Hong Kong and this Prospectus shouldnot be passed on to any other persons.

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PART 10 – DEFINITIONS

The meanings of the following terms shall apply throughout this Prospectus unless the contextotherwise requires:

‘‘Act’’ means the UK Companies Act 2006, as amended from time totime;

‘‘AD’’ means ‘‘anaerobic digestion’’;

‘‘Admission’’ means the admission of the Ordinary Shares issued under theIssue and/or the Ordinary Shares or C Shares issued under thePlacing Programme (as the context may require) to the premiumsegment of the Official List and to trading on the London StockExchange’s Main Market for listed securities;

‘‘Administrator’’ means PraxisIFM Fund Services (UK) Limited;

‘‘Advisers’’ means Ecofin Limited, Greensphere Capital Partners andGreensphere Advisors (together or separately as the contextrequires);

‘‘AIC’’ means the Association of Investment Companies;

‘‘AIC Code’’ means the AIC Code of Corporate Governance, as amendedfrom time to time;

‘‘AIF’’ means an alternative investment fund within the meaning of theAIFM Directive;

‘‘AIFM’’ means:

(a) when used in a general context, an alternative investmentfund manager within the meaning of the AIFM Directive; and

(b) in respect of the Company, its alternative investment fundmanager from time to time as appointed pursuant to theAIFM Agreement;

‘‘AIFM Agreement’’ means the agreement dated the date of this Prospectus betweenthe Company, Greensphere Advisors and Ecofin, a summary ofwhich is set out in Part 8 of this Prospectus;

‘‘AIFM Directive’’ means the EU Alternative Investment Fund Managers Directive(2011/61/EU) as amended from time to time;

‘‘AIFM Regulations’’ means the Alternative Investment Fund Managers Regulations2013 (SI 2013/1773) as amended from time to time;

‘‘AIFM Rules’’ means the AIFM Directive and all applicable rules and regulationsimplementing the AIFM Directive in the UK, including withoutlimitation the AIFM Regulations and all relevant provisions of theFCA Handbook expressed to be binding on the AIFM;

‘‘Application Form’’ means the application form attached to this Prospectus for use inconnection with the Offer for Subscription;

‘‘Asset ManagementSecondment Agreement’’

means the agreement between Greensphere Advisors andGreensphere Capital Partners pursuant to which GreensphereAdvisors has agreed to provide secondees to GreensphereCapital Partners;

‘‘Articles’’ or ‘‘Articles ofAssociation’’

means the articles of association of the Company in force fromtime to time;

‘‘Audit Committee’’ means the Company’s audit committee;

‘‘Auditors’’ means the auditors from time to time of the Company,PricewaterhouseCoopers LLP who are registered with theInstitute of Chartered Accountants of England and Waleshaving been approved as the Company’s auditors as at thedate of this Prospectus;

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‘‘Board’’ or ‘‘Directors’’ means the directors of the Company from time to time or any dulyconstituted committee thereof, and ‘‘Director’’ is to be construedaccordingly;

‘‘Brussels Regulation’’ means Council Regulation (EC) 1215/2012 on jurisdiction and therecognition and enforcement of judgments in civil and commercialmatters;

‘‘Business Day’’ means a day on which the London Stock Exchange is open, otherthan a Saturday, Sunday or other day when banks in the City ofLondon are not generally open for non-automated business;

‘‘Business Hours’’ means the hours between 9.30 a.m. and 5.30 p.m. on anyBusiness Day;

‘‘Capricorn Investment Group’’ means Capricorn Investment Group LLC;

‘‘C Shareholders’’ means a holder of a C Share;

‘‘C Shares’’ means a class of shares of US$0.10 each in the capital of theCompany, which will convert into Ordinary Shares or DeferredShares on the occurrence of certain events, having such rightsand being subject to the restrictions specified in the Articles;

‘‘certificated’’ or ‘‘in certificatedform’’

means where a share or other security is not in uncertificatedform;

‘‘Company’’ means Greensphere Capital PLC, a company incorporated inEngland and Wales with registered number 11015451;

‘‘Conversion’’ shall have the meaning set out in Part 6 of this Prospectus;

‘‘Conversion Time’’ shall have the meaning set out in Part 6 of this Prospectus;

‘‘Corporate Governance Code’’ means the UK Corporate Governance Code as published by theFinancial Reporting Council in April 2016 and as subsequentlyamended from time to time;

‘‘Covered Dividend’’ means the dividend per Ordinary Share paid in respect of anyfinancial year of the Company to the extent that it is covered bythe Company’s revenue reserves and not by distributablereserves created by a reduction in the Company’s sharepremium account, as disclosed in the Statement ofComprehensive Income in the Company’s audited accounts forthat financial year;

‘‘CREST’’ means a paperless settlement procedure operated by Euroclearenabling system securities to be evidenced otherwise than bywritten instrument;

‘‘CTA 2009’’ means the UK Corporation Tax Act 2009;

‘‘CTA 2010’’ means the UK Corporation Tax Act 2010;

‘‘Data Protection Laws’’ means the Data Protection Act 1998 and such other relevant dataprotection legislation from time to time in force;

‘‘Deferred Consideration’’ means the deferred consideration of such number of OrdinaryShares that Greensphere Capital Partners will procure that theCompany will allot to Ms Seshamani and Mr Moulton under theGreensphere Capital SPA as described in paragraph 9 of Part 8of this Prospectus;

‘‘Deferred ConsiderationConditions’’

means:

(a) at all times from Admission to the third anniversary ofAdmission, Ms Seshamani has been employed byGreensphere Advisors Limited (or another company in theGroup) unless her employment ceased as a result of herbeing a good leaver;

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(b) during the period ending on the third anniversary ofAdmission, no less than two thirds of the Net IssueProceeds have been invested in, committed to, orallocated for investment in Sustainable InfrastructureInvestments for the account of the Private Portfolio duringsuch period, excluding for the purposes of determiningwhether amounts have been invested in SustainableInfrastructure Investments during that period, anySustainable Infrastructure Investment that is held for lessthan three months; and

(c) the Company having sufficient revenue reserves as shownin the Company’s audited accounts for the financial yearending 31 December 2020, to pay a Covered Dividend inrespect of such financial year of no less than 6 cents perOrdinary Share;

‘‘Deferred Shares’’ shall have the meaning set out in Part 6 of this Prospectus;

‘‘Depositary’’ means the UK branch of CACEIS Bank, a ‘‘societe anonyme’’(public limited company) incorporated in France and registeredwith the Paris trade and company register undernumber 437580160;

‘‘Depositary Agreement’’ means the Depositary Agreement dated the date of thisProspectus between the Company, the AIFM and theDepositary, a summary of which is contained in Part 8 of thisProspectus;

‘‘Direction Notice’’ means a notice given by the Board in its absolute discretion atany time to a Shareholder;

‘‘Disclosure Guidance andTransparency Rules’’ or‘‘DTRs’’

means the disclosure guidance and the transparency rules madeby the FCA under section 73A of FSMA;

‘‘Dollars’’ and ‘‘US$’’ means US dollars, the lawful currency of the United States;

‘‘Ecofin’’ means Ecofin Limited;

‘‘EEA’’ means the EU, Iceland, Norway and Liechtenstein;

‘‘EEA State’’ means a member state of the EEA;

‘‘EGRIF’’ means Ecofin Global Renewables Infrastructure Fund;

‘‘ERISA’’ means the United States Employee Retirement Income SecurityAct of 1974 and the regulations promulgated thereunder (in eachcase as amended from time to time);

‘‘ESCO’’ stands for ‘‘energy service company’’;

‘‘ESG’’ means environmental, social and governance;

‘‘ESMA’’ means European Securities and Markets Authority;

‘‘EU’’ means the European Union (or where the context requires, itsmember states);

‘‘Euroclear’’ means Euroclear UK & Ireland Limited, a company incorporatedin England and Wales with registered number 2878738, being theoperator of CREST;

‘‘Excluded Territory’’ means Australia, Canada, Japan, New Zealand, the Republic ofSouth Africa, the United States of America, their territories andpossessions and any other jurisdiction where the extension oravailability of an offer of Shares would breach any applicable lawor regulation;

‘‘External Valuer’’ means an independent third party valuer that the AIFM hasappointed to value the Private Portfolio;

‘‘FATCA’’ means the US Foreign Account Tax Compliance Act;

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‘‘FCA’’ means the UK Financial Conduct Authority;

‘‘FCA Handbook’’ or ‘‘FCARules’’

means the FCA’s handbook of rules and guidance, as amendedand updated from time to time;

‘‘Final Date’’ means the earliest of (i) the day immediately preceding the firstanniversary of publication of the Prospectus, (ii) the date on whichall the Shares available for issue under the Placing Programmehave been issued, and (iii) such other date as may be agreedbetween Numis and the Company;

‘‘FSMA’’ means the UK Financial Services and Markets Act 2000, asamended from time to time;

‘‘General Meeting’’ means a general meeting of the Company convened inaccordance with the Articles;

‘‘Greensphere Advisors’’ means Greensphere Advisors Limited, a company incorporated inEngland and Wales with registered number 11019811;

‘‘Greensphere Capital Partners’’ means Greensphere Capital Partners LLP, a limited liabilitypartnership incorporated in England and Wales with registerednumber OC361535;

‘‘Greensphere Capital PartnersSPA’’

means the agreement for the acquisition of the business ofGreensphere Capital Partners dated the date of this Prospectusbetween Greensphere Capital Partners, Greensphere Advisors,Ms Seshamani and Mr Moulton;

‘‘Gross Issue Proceeds’’ means the gross proceeds of the Issue;

‘‘Group’’ means the Company and its subsidiary undertakings (as definedin the Act) at the relevant time;

‘‘GW’’ means gigawatts;

‘‘HMRC’’ means Her Majesty’s Revenue & Customs;

‘‘IFRS’’ means the International Financial Reporting Standards asadopted by the European Union;

‘‘Initial Consideration’’ means the initial consideration of 1,995,000 Ordinary Shares thatGreensphere Capital Partners has procured that the Companywill allot to entities affiliated with Ms Seshamani and Mr Moultonunder the Greensphere Capital SPA;

‘‘Interested Parties’’ means the Advisers, the Administrator, the Depositary, Numis,any of the Company’s other professional advisers, any of theirdirectors, officers, employees, agents and connected personsand the Directors and any person or company with whom they areaffiliated or by whom they are employed;

‘‘Investment Capital’’ means partnership equity, partnership loans, share capital, trustunits, shareholder loans and/or other debt or equity interests in orto the Company’s investments;

‘‘Investment Committee’’ means the Company’s investment committee;

‘‘Investment Objective’’ means the investment objective of the Company as detailed inPart 1 of this Prospectus under the heading ‘‘InvestmentObjective’’;

‘‘Investment Policy’’ means the investment policy of the Company as detailed in Part 1of this Prospectus under the heading ‘‘Investment Policy’’;

‘‘Investment Portfolio’’ means the Company’s portfolio of investments from time to time,which shall comprise the Listed Portfolio and the Private Portfolio;

‘‘ISA’’ means an investment plan for the purposes of section 694 ofChapter 3 of Part 6 of the Income Tax (Trading and OtherIncome) Act 2005 and the Individual Savings AccountRegulations 1998 (SI 1998/1870), as amended;

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‘‘ISIN’’ means the International Security Identification Number;

‘‘Issue’’ means the issue of the Ordinary Shares pursuant to the Placingand the Offer for Subscription (but for the avoidance of doubtexcludes the issue of Shares under the Placing Programme);

‘‘Issue Agreement’’ means the conditional issue agreement dated the date of thisProspectus between the Company, Greensphere CapitalPartners, Ecofin, certain Directors and Numis, a summary ofwhich is set out in Part 8 of this Prospectus;

‘‘Issue Costs’’ means the costs, commissions, fees and expenses incidental tothe formation of the Company and to the Issue which will be borneby the Company and paid on or around Admission and whichincludes any non-recoverable Value Added Tax payable;

‘‘Issue Price’’ means US$1.00 per Ordinary Share;

‘‘Issue Shares’’ means the Ordinary Shares issued pursuant to the Placing andthe Offer for Subscription (but not, for the avoidance of doubt,pursuant to the Placing Programme);

‘‘KGI’’ means KGI Asia Limited of 41/F Central Plaza, 18 Harbour Road,Wanchai, Hong Kong;

‘‘KGI Distribution Agreement’’ means the agreement between the Company and KGI pursuantto which KGI has been appointed as the Company’s distributor ofShares in Hong Kong;

‘‘KW’’ means kilowatts and ‘‘KWh’’ means kilowatts per hour;

‘‘LCOE’’ means the ‘‘levelised cost of electricity’’;

‘‘Legacy ManagementAgreements’’

means the investment management agreements relating toGreensphere Capital Partners’ two existing discretionaryinvestment management mandates;

‘‘Listed Portfolio’’ means such part of the Company’s Investment Portfoliocomprising listed equities;

‘‘Listed Portfolio ManagementAgreement’’

means the management agreement in respect of the ListedPortfolio dated the date of this Prospectus between the Company,Greensphere Advisors and Ecofin, a summary of which is set outin Part 8 of this Prospectus;

‘‘Listing Rules’’ means the listing rules made by the FCA under section 73A ofFSMA;

‘‘London Stock Exchange’’ means London Stock Exchange plc;

‘‘Main Market’’ means the main market of the London Stock Exchange for listedsecurities;

‘‘Management Shares’’ means the redeemable management shares of £1 each in thecapital of the Company having the rights and subject to therestrictions set out in the Articles;

‘‘Management Team’’ means the management team of Greensphere Advisors from timeto time, as detailed in the section headed ‘‘Management Team’’ inPart 3 of this Prospectus;

‘‘MAR’’ means the Market Abuse Regulation (Regulation 596/2014) asamended from time to time;

‘‘Minimum Net Proceeds’’ means the minimum net proceeds of the Issue required for theIssue to proceed (after deducting the Issue Costs), beingUS$196 million;

‘‘Money LaunderingRegulations’’

means the UK Money Laundering Regulations 2017 (SI 2017/692) and any other applicable anti-money laundering guidance,regulations or legislation;

‘‘MW’’ means megawatts and ‘‘MW/h’’ means megawatts per hour;

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‘‘NAV’’ or ‘‘Net Asset Value’’ means:

(a) in relation to the Company, the net asset value of theCompany as a whole on the relevant date calculated inaccordance with the Company’s normal accounting policies;

(b) in relation to a Share, the net asset value of the Company onthe relevant date attributable to the relevant class of Share,calculated in accordance with the Company’s normalaccounting policies divided by the total number of therelevant class of Shares then in issue (excluding, for theavoidance of doubt, any Shares held in treasury); and

(c) in relation to the Private Portfolio or the Listed Portfolio, thenet asset value of the relevant portfolio on the relevant datecalculated in accordance with the Company’s usualaccounting policies;

‘‘Net Issue Proceeds’’ means the proceeds of the Issue, after deduction of the IssueCosts payable by the Company;

‘‘Nomination Committee’’ means the nomination committee of the Board, from time to time;

‘‘Numis’’ or the ‘‘Sponsor’’ means Numis Securities Limited, a company incorporated inEngland & Wales with registered number 2285918;

‘‘NURS’’ means Non-UCITS Retail Schemes

‘‘OECD’’ means the Organisation for Economic Co-operation andDevelopment;

‘‘Offer for Subscription’’ means the offer for subscription of Ordinary Shares at the IssuePrice on the terms and subject to the conditions set out in thisProspectus;

‘‘Ongoing Charges’’ means the Company’s ongoing charges figure showing theannual percentage reduction in Shareholder returns as a resultof recurring operational expenses assuming markets remainstatic and the Company’s portfolio is not traded, calculated inaccordance with the AIC’s suggested methodology;

‘‘Official List’’ means the official list maintained by the UK Listing Authoritypursuant to Part VI of FSMA;

‘‘Ordinary Resolution’’ means a resolution passed by a simple majority in accordancewith the Act;

‘‘Ordinary Shareholder’’ means a holder of an Ordinary Share;

‘‘Ordinary Shares’’ means ordinary shares of US$0.01 each in the capital of theCompany, designated as such and having the rights and beingsubject to the restrictions specified in the Articles;

‘‘Placee’’ means any person subscribing for Shares pursuant to the Placingand/or a Subsequent Placing;

‘‘Placing’’ means the conditional placing by Numis of Ordinary Shares at theIssue Price on the terms and subject to the conditions set out inthis Prospectus and the Issue Agreement;

‘‘Placing Programme’’ means the programme pursuant to which Shares will be issued asdescribed in Part 5 of this Prospectus;

‘‘Placing Programme Price’’ means the issue price per Share agreed by the Company andNumis in respect of each Subsequent Placing made pursuant tothe Placing Programme;

‘‘PPA’’ means power purchase agreement;

‘‘Praxis’’ means PraxisIFM Fund Services (UK) Limited;

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‘‘Private Portfolio’’ means such part of the Company’s Investment Portfoliocomprising private investments that is managed by theManagement Team;

‘‘Private Portfolio ManagementAgreement’’

means the management agreement in respect of the PrivatePortfolio dated the date of this Prospectus between the Company,Greensphere Capital Partners and Ecofin, a summary of which isset out in Part 8 of this Prospectus;

‘‘Project Entity’’ means a special purpose entity (including any company,partnership, trust, fund or other collective investmentundertaking) formed to undertake a Sustainable Infrastructureproject or projects or to provide Sustainable Infrastructureservices or to invest directly or indirectly in any SustainableInfrastructure related business;

‘‘Prospectus’’ means this document;

‘‘Prospectus Directive’’ means the Directive of the European Parliament and of theEuropean Council of 4 November 2003 on the prospectus to bepublished when securities are offered to the public or admitted totrading (No 2003/71/EC);

‘‘Prospectus Rules’’ means the prospectus rules made by the FCA under section 73Aof FSMA;

‘‘PV’’ means photovoltaic;

‘‘Receiving Agent’’ means Link Asset Services (a trading name of Link MarketServices Limited);

‘‘Receiving Agent Agreement’’ means the receiving agent agreement between the Company andthe Receiving Agent dated the date of this Prospectus, asummary of which is set out in Part 8 of this Prospectus;

‘‘Recognised InvestmentExchange’’

means an investment exchange in relation to which a recognitionorder of the FCA is in force;

‘‘Registrar’’ means Link Asset Services (a trading name of Link MarketServices Limited);

‘‘Registrar Agreement’’ means the registrar agreement between the Company and theRegistrar dated the date of this Prospectus, a summary of whichis set out in Part 8 of this Prospectus;

‘‘Regulated Assets’’ means investments, made directly or indirectly, in utilities assetswhich are subject to statutory regulation (for example, thoseregulated by Ofgem or Ofwat);

‘‘Regulation S’’ means Regulation S under the US Securities Act;

‘‘Regulatory InformationService’’ or ‘‘RIS’’

means a regulatory information service approved by the FCA andincluded on the list of Regulatory Information Services maintainedby the FCA;

‘‘Relevant Member State’’ a member state of the European Economic Area which hasimplemented the Prospectus Directive or the AIFM Directive;

‘‘Remuneration Committee’’ means the remuneration committee of the Board, from time totime;

‘‘Renewable InfrastructureUniverse’’

means companies and businesses engaged in the production ofelectricity from renewable energy resources and thetransmission, distribution and storage of energy;

‘‘RPI’’ means the Retail Price Index;

‘‘SDRT’’ means stamp duty reserve tax;

‘‘Scrip Dividend’’ means the right to elect to receive further shares, credited as fullypaid, instead of cash in respect of all or part of any dividendspecified by an Ordinary Resolution;

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‘‘Section 793 Notice’’ means a notice properly served in accordance with section 793 ofthe Act;

‘‘Shareholder’’ means a registered holder of a Share;

‘‘Shares’’ means the Ordinary Shares and/or the C Shares, as the contextrequires;

‘‘SIPP’’ means a Self-Invested Personal Pension;

‘‘Special Resolution’’ means a resolution passed by not less than a 75 per cent.majority in accordance with the Act;

‘‘Sponsor’’ see ‘‘Numis’’ or the ‘‘Sponsor’’ as defined above;

‘‘Subsequent Placing’’ means any and all placings of Ordinary Shares or C Shares madeafter Admission pursuant to the Placing Programme described inthis Prospectus;

‘‘Sustainable Infrastructure’’ means assets and businesses that are involved in one or more ofthe following sectors: water; energy transmission, distribution andstorage; renewable energy; waste and effluent management,recycling and upcycling; resource and energy efficiency andrelated sectors including sustainable agriculture and forestry andgreen transport;

‘‘Sustainable InfrastructureInvestment’’

means a direct or indirect interest in an asset, share, loan,security or other interest (in whatever form including partnershipequity, partnership loans, share capital, trust units, shareholderloans and/or debt interests) in or to Sustainable InfrastructureProjects;

‘‘Sustainable InfrastructureProject’’

means either (i) a Project Entity; or (ii) an operating business orundertaking involved (directly or indirectly) in SustainableInfrastructure or the procurement or provision of SustainableInfrastructure related services;

‘‘Takeover Code’’ means the City Code on Takeovers and Mergers;

‘‘TPG’’ TPG and its affiliated companies, or any of them (as relevant);

‘‘Two-Year Fundraise GrossProceeds’’

means the aggregate amount of gross proceeds raised by theCompany from the issue of Shares in the period ending on thesecond anniversary of Admission (which shall include the GrossIssue Proceeds and the gross proceeds of the PlacingProgramme);

‘‘UCITS’’ means Undertakings for Collective Investment in TransferableSecurities

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

‘‘UKGIB’’ means the UK Green Investment Bank;

‘‘UKLA’’ or ‘‘UK ListingAuthority’’

means the FCA acting in its capacity as the competent authorityfor listing in the UK for the purposes of Part VI of FSMA, asamended from time to time;

‘‘uncertificated’’ or ‘‘inuncertificated form’’

means recorded on the relevant register of the shares or securityconcerned as being held in uncertificated form in CREST and titleto which may be transferred by means of CREST;

‘‘Uncertificated SecuritiesRegulations’’

means the UK Uncertificated Securities Regulations 2001 (SI2001/3755) (as amended);

‘‘United States’’ or ‘‘US’’ means the United States of America (including the District ofColumbia), its territories and possessions, any state of the UnitedStates of America and all other areas subject to its jurisdiction orany political sub-division thereof;

‘‘US Exchange Act’’ means the United States Exchange Act of 1934, as amendedfrom time to time;

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‘‘US Internal Revenue Code’’ means the US Internal Revenue Code of 1986;

‘‘US Investment Company Act’’ means the United States Investment Company Act of 1940, asamended;

‘‘US Person’’ means a ‘‘US Person’’ as defined in Regulation S of the USSecurities Act;

‘‘US Securities Act’’ means the United States Securities Act of 1933 (as amended);

‘‘Value Added Tax’’ or ‘‘VAT’’ means UK value added tax and/or any other value added tax orsales tax applicable in the UK or any other country; and

‘‘WHO’’ means the World Health Organisation.

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APPENDIX 1

TERMS AND CONDITIONS OF THE PLACING AND THE PLACING PROGRAMME

1. Introduction

1.1 Each Placee which confirms its agreement (whether orally or in writing) to Numis to subscribefor (i) Ordinary Shares under the Placing, and/or (ii) Ordinary Shares and/or C Shares underthe relevant Subsequent Placing under the Placing Programme will be bound by these termsand conditions and will be deemed to have accepted them.

1.2 The Company and/or Numis may require any Placee to agree to such further terms and/orconditions and/or give such additional warranties and/or representations as it (in its absolutediscretion) sees fit and/or may require any such Placee to execute a separate placing letter (a‘‘Placing Letter’’).

2. Agreement to Subscribe for Shares

Conditional on: (i) in the case of the Placing, Admission occurring and becoming effective by8.00 a.m. (London time) on 20 December 2017 (or such other date as the Company and Numismay agree, being not later than 31 December 2017) and, in the case of any Subsequent Placingunder the Placing Programme, the relevant Subsequent Admission occurring and becomingeffective by 8.00 a.m. on such other dates as the Company and Numis may agree prior to theclosing of each Subsequent Placing under the Placing Programme, not being later than the FinalDate; (ii) the Issue Agreement becoming otherwise unconditional in all respects and not havingbeen terminated on or before the date of such Admission (save as regards the Placing for anycondition relating only to the Placing Programme or any Subsequent Placing thereunder); and (iii)Numis confirming to the Placees their allocation of Shares, a Placee agrees to become a memberof the Company and agrees to subscribe for those Shares allocated to it by the Company (inconsultation with Numis) at the Issue Price under the Placing or the applicable Placing ProgrammePrice for the relevant Subsequent Placing under the Placing Programme. To the fullest extentpermitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise anyremedy of rescission at any time. This does not affect any other rights the Placee may have.

3. Payment for Shares

Each Placee must pay the relevant price for the Shares issued to the Placee in the manner and bythe time directed by Numis. If any Placee fails to pay as so directed and/or by the time required,the relevant Placee shall be deemed hereby to have appointed Numis, or any nominee of Numisas its agent to use its reasonable endeavours to sell (in one or more transactions) any or all of theShares allocated to the Placee in respect of which payment shall not have been made as directed,and to indemnify Numis and its affiliates on demand in respect of any liability for stamp duty and/orstamp duty reserve tax or any other liability whatsoever arising in respect of any such sale orsales.

4. Representations and Warranties

By agreeing to subscribe for Shares, each Placee which enters into a commitment to subscribe forsuch Shares will (for itself and any person(s) procured by it to subscribe for such Shares and anynominee(s) for any such person(s)) be deemed to agree, represent and warrant to each of theCompany, the AIFM, Greensphere Advisors, Greensphere Capital Partners and Numis that:

4.1 In agreeing to subscribe for (i) Ordinary Shares under the Placing, or (ii) Ordinary Shares orC Shares under the relevant Subsequent Placing, it is relying solely on this Prospectus andany supplementary prospectus published by the Company prior to Admission of the relevantShares and not on any other information given, or representation or statement made at anytime, by any person concerning the Company, the Placing, the Placing Programme or anySubsequent Placing thereunder. It agrees that none of the Company, the AIFM, GreensphereAdvisors, Greensphere Capital Partners or Numis, nor any of their respective officers, agentsor employees, will have any liability for any other information or representation. It irrevocablyand unconditionally waives any rights it may have in respect of any other information orrepresentation;

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4.2 The content of this Prospectus is exclusively the responsibility of the Company and its Boardand apart from the liabilities and responsibilities, if any, which may be imposed on Numisunder any regulatory regime, neither Numis nor any person acting on its behalf nor any of itsaffiliates makes any representation, express or implied, nor accepts any responsibilitywhatsoever for the contents of: (i) this Prospectus; (ii) any supplementary prospectuspublished by the Company prior to the Admission of the relevant Shares; nor (iii) any otherstatement made or purported to be made by it or on its or their behalf in connection with theCompany, the Shares, the Issue, the Placing Programme or any Subsequent Placingthereunder;

4.3 If the laws of any territory or jurisdiction outside the United Kingdom are applicable to itsagreement to subscribe for (i) Ordinary Shares under the Placing, and/or (ii) Ordinary Sharesor C Shares under the relevant Subsequent Placing, it warrants that it has complied with allsuch laws, obtained all governmental and other consents which may be required, compliedwith all requisite formalities and paid any issue, transfer or other taxes due in connection withits application in any territory and that it has not taken any action or omitted to take anyaction which will result in the Company, the AIFM, Greensphere Advisors, GreensphereCapital Partners or Numis or any of their respective officers, agents or employees acting inbreach of the regulatory or legal requirements, directly or indirectly, of any territory orjurisdiction outside the United Kingdom in connection with the Placing, the Placing Programmeor any Subsequent Placing thereunder;

4.4 It does not have a registered address in, and is not a citizen, resident or national of, anyjurisdiction in which it is unlawful to make or accept an offer of the Shares and it is not actingon a non-discretionary basis for any such person;

4.5 It agrees that, having had the opportunity to read this Prospectus and any supplementaryprospectus published by the Company prior to Admission of the relevant Shares, it shall bedeemed to have had notice of all information and representations contained in this Prospectusand any such supplementary prospectus, that it is acquiring Shares solely on the basis of thisProspectus and any such supplementary prospectus and no other information and that, inaccepting a participation in the Placing or the relevant Subsequent Placing, it has had accessto all information it believes necessary or appropriate in connection with its decision tosubscribe for Shares;

4.6 It acknowledges that no person is authorised in connection with the Placing or the relevantSubsequent Placing to give any information or make any representation other than ascontained in this Prospectus and any supplementary prospectus published by the Companyprior to Admission of the relevant Shares and, if given or made, any information orrepresentation must not be relied upon as having been authorised by Numis, the Company,the AIFM, Greensphere Advisors or Greensphere Capital Partners;

4.7 It is not applying as, nor is it applying as nominee or agent for, a person who is or may beliable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 atany of the increased rates referred to in section 67, 70, 93 or 96 (depository receipts andclearance services) of the Finance Act 1986;

4.8 It accepts that none of the Shares have been or will be registered under the laws of anExcluded Territory. Accordingly, the Shares may not, subject to certain exceptions, be offered,sold or delivered, directly or indirectly, within any Excluded Territory;

4.9 If it is within the United Kingdom, it is a person who falls with Articles 49 or 19(5) of theFinancial Services and Markets Act 2000 (Financial Promotion Order) 2005 or it is a personto whom the Shares may otherwise lawfully be offered under such order, or if it is receivingthe offer in circumstances under which the laws or regulations of a jurisdiction other than theUnited Kingdom would apply, that it is a person to whom the Shares may be lawfully offeredunder that jurisdiction’s laws and regulations;

4.10 If it is a resident in the EEA (other than the United Kingdom), (a) it is a qualified investorwithin the meaning of the law in the relevant EEA State implementing Article 2(1)(e) of theProspectus Directive (Directive 2003/71/EC (and amendments thereto, including Directive2010/73/EU, to the extent implemented in the relevant EEA State)) and (b) if that relevantEEA State has implemented the AIFM Directive, that it is a person to whom the Shares maylawfully be marketed under the AIFM Directive or under the applicable implementinglegislation (if any) of that relevant EEA State;

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4.11 If it is acquiring Shares as a financial intermediary within the EEA (other than the UnitedKingdom) as that term is used in Article 3(2) of the Prospectus Directive: (a) such Sharesacquired by it in the Placing or Subsequent Placing have not been acquired on behalf of, norhave they been acquired with a view to their offer or resale to, persons in any RelevantMember State other than qualified investors, as that term is defined in the ProspectusDirective, or in circumstances in which the prior consent of Numis has been given to the offeror resale; or (b) where such Shares have been acquired by it on behalf of persons in anyRelevant Member State other than qualified investors, the offer of those Shares to it is nottreated under the Prospectus Directive or the AIFM Directive as having been made to suchpersons;

4.12 If it is outside the United Kingdom, neither this Prospectus or any supplementary prospectuspublished by the Company prior to Admission of the relevant Shares, nor any other offering,marketing or other material in connection with the Placing, the Placing Programme or anySubsequent Placing thereunder constitutes an invitation, offer or promotion to, or arrangementwith, it or any person whom it is procuring to subscribe for Shares pursuant to the Placing orthe Placing Programme unless, in the relevant territory, such offer, invitation or other courseof conduct could lawfully be made to it or such person and such documents or materialscould lawfully be provided to it or such person and Shares could lawfully be distributed to andsubscribed and held by it or such person without compliance with any unfulfilled approval,registration or other regulatory or legal requirements;

4.13 It acknowledges that none of Numis nor any of its affiliates nor any person acting on its ortheir behalf is making any recommendations to it, advising it regarding the suitability of anytransactions it may enter into in connection with the Placing or any Subsequent Placing underthe Placing Programme or providing any advice in relation to the Placing or any SubsequentPlacing under the Placing Programme and participation in the Placing and any SubsequentPlacing is on the basis that it is not and will not be a client of Numis or any of its affiliatesand that Numis and any of its affiliates do not have any duties or responsibilities to it forproviding protection afforded to their respective clients or for providing advice in relation to thePlacing, the Placing Programme or any Subsequent Placing thereunder nor in respect of anyrepresentations, warranties, undertakings or indemnities contained in any Placing Letter;

4.14 It acknowledges that where it is subscribing for Shares for one or more managed,discretionary or advisory accounts, it is authorised in writing for each such account: (i) tosubscribe for the Shares for each such account; (ii) to make on each such account’s behalfthe representations, warranties and agreements set out in this Prospectus and anysupplementary prospectus published by the Company prior to Admission of the relevantShares; and (iii) to receive on behalf of each such account any documentation relating to thePlacing or any Subsequent Placing in the form provided by the Company and/or Numis. Itagrees that the provision of this paragraph shall survive any resale of the Shares by or onbehalf of any such account;

4.15 It irrevocably appoints any Director and any director of Numis to be its agent and on itsbehalf (without any obligation or duty to do so), to sign, execute and deliver any documentsand do all acts, matters and things as may be necessary for, or incidental to, its subscriptionfor all or any of the Shares for which it has given a commitment under the Placing or anySubsequent Placing, in the event of its own failure to do so;

4.16 It accepts that if the Placing and/or any Subsequent Placing does not proceed or theconditions to the Issue Agreement are not satisfied or the Shares for which valid applicationsare received and accepted are not admitted to listing and trading on the premium segment ofthe Official List and the Main Market (respectively) for any reason whatsoever then none ofthe Company, the AIFM, Greensphere Advisors, Greensphere Capital Partners, Numis or anyof their affiliates, nor persons controlling, controlled by or under common control with any ofthem nor any of their respective employees, agents, officers, members, stockholders, partnersor representatives, shall have any liability whatsoever to it or any other person;

4.17 In connection with its participation in the Placing or the relevant Subsequent Placing it hasobserved all relevant legislation and regulations, in particular (but without limitation) thoserelating to money laundering and countering terrorist financing and that its application is onlymade on the basis that it accepts full responsibility for any requirement to identify and verifythe identity of its clients and other persons in respect of whom it has applied. In addition, it

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warrants that it is a person: (i) subject to the Money Laundering Regulations in force in theUnited Kingdom; or (ii) subject to the Money Laundering Directive; or (iii) acting in the courseof a business in relation to which an overseas regulatory authority exercises regulatoryfunctions and is based or incorporated in, or formed under the law of, a country in whichthere are in force provisions at least equivalent to those required by the Money LaunderingDirective;

4.18 It agrees that, due to anti-money laundering and the countering of terrorist financingrequirements, Numis and/or the Company may require proof of identity of the Placee andrelated parties and verification of the source of the payment before the application can beprocessed and that, in the event of delay or failure by the Placee to produce any informationrequired for verification purposes, Numis and/or the Company may refuse to accept theapplication and the subscription monies relating thereto. It holds harmless and will indemnifyNumis and/or the Company against any liability, loss or cost ensuing due to the failure toprocess this application, if such information as has been required has not been provided by itor has not been provided on a timely basis;

4.19 It acknowledges and agrees that information provided by it to the Company and the ReceivingAgent will be stored on the Receiving Agent and/or Registrar’s, the Administrator’s and theAIFM’s computer system and manually. It acknowledges and agrees that for the purposes ofthe Data Protection Laws, the Receiving Agent and/or Registrar, the Administrator and theAIFM are/may be required to specify the purposes for which they will hold personal data. TheReceiving Agent and/or Registrar, the Administrator and the AIFM will only use suchinformation for the purposes set out below (collectively, the ‘‘Purposes’’), being to:

(a) process its personal data (including sensitive personal data) as required by or inconnection with its holding of Shares, including processing personal data in connectionwith credit and money laundering checks on it;

(b) communicate with it as necessary in connection with its affairs and generally inconnection with its holding of the Shares;

(c) provide personal data to such third parties as the Receiving Agent and/or Registrar, theAdministrator or the AIFM may consider necessary in connection with its affairs andgenerally in connection with its holding of the Shares or as the Data Protection Lawsmay require, including to third parties outside the United Kingdom or the EuropeanEconomic Area;

(d) without limitation, provide such personal data to the Company, Numis, the Depositary orthe AIFM, and their respective associates for processing, notwithstanding that any suchparty may be outside the United Kingdom or the European Economic Area; and

(e) process its personal data for the internal administration of the Receiving Agent and/orRegistrar;

4.20 In providing the Receiving Agent and/or Registrar, the Administrator and the AIFM withinformation, it hereby represents and warrants to the Receiving Agent and/or Registrar, theAdministrator and the AIFM that it has obtained the consent of any data subject to theReceiving Agent, the Registrar, the Administrator and the AIFM and their respectiveassociates holding and using their personal data for the Purposes (including the explicitconsent of the data subjects for the processing of any sensitive data or sensitive personaldata for the Purposes). For the purposes of this document, ‘‘data subject’’, ‘‘personal data’’,‘‘sensitive data’’ and ‘‘sensitive personal data’’ shall have the meanings attributed to them inthe Data Protection Laws;

4.21 Numis and the Company (and any agent on their behalf) are entitled to exercise any of theirrights under the Issue Agreement or any other right in their absolute discretion without anyliability whatsoever to them (or any agent acting on their behalf);

4.22 The representations, undertakings and warranties contained in this Prospectus are irrevocable.It acknowledges that Numis, the Company and their respective affiliates will rely upon thetruth and accuracy of the foregoing representations and warranties and it agrees that if any ofthe representations or warranties made or deemed to have been made by its subscription ofthe Shares are no longer accurate, it shall promptly notify Numis and the Company;

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4.23 Where it or any person acting on behalf of it is dealing with Numis, any money held in anaccount with Numis on behalf of it and/or any person acting on behalf of it will not be treatedas client money within the meaning of the relevant rules and regulations of the FCA whichtherefore will not require Numis to segregate such money, as that money will be held byNumis under a banking relationship and not as trustee;

4.24 Any of its clients, whether or not identified to Numis or any of its affiliates or agents, willremain its sole responsibility and will not become clients of Numis or any of its affiliates oragents for the purposes of the rules of the FCA or for the purposes of any other statutory orregulatory provision;

4.25 It accepts that the allocation of Shares shall be determined by the Directors (in consultationwith Numis) in their absolute discretion and that such persons may scale down any Placing orSubsequent Placing commitments for this purpose on such basis as they may determine; and

4.26 Time shall be of the essence as regards its obligations to settle payment for the Shares andto comply with its other obligations under the Placing or Subsequent Placing in question.

5. United States Purchase and Transfer Restrictions

5.1 By participating in a Placing and/or any Subsequent Placing under the Placing Programme,each Placee acknowledges and agrees that it will (for itself and any person(s) procured by itto subscribe for Shares and any nominee(s) for any such person(s)) be further deemed toacknowledge, understand, undertake, represent and warrant to each of Company, the AIFM,Greensphere Advisors, Greensphere Capital Partners and Numis that:

5.2 the Shares have not been and will not be registered under the US Securities Act or thesecurities laws of any other jurisdiction of the United States and are being offered only in‘‘offshore transactions’’ within the meaning of, and in reliance on, Regulation S and that it ispurchasing the Shares outside the United States in compliance with such regulations; theCompany has not registered, and does not intend to register, as an investment companyunder the US Investment Company Act and the Shares may only be transferred undercircumstances which will not result in the Company being required to register under the USInvestment Company Act; and that, in each case, it agrees to sell, transfer, assign, pledge orotherwise dispose of the Shares in offshore transactions in compliance with Regulation S(which includes, for the avoidance of doubt, any bona fide sale on the London StockExchange’s Main Market) or in transactions that are exempt from registration under the USSecurities Act and do not require the Company to register under the US Investment CompanyAct;

5.3 it acknowledges that the Company has put in place transfer restrictions with respect topersons located in the United States and US persons (as defined in Regulation S) to ensurethat the Company will not be required to register as an investment company;

5.4 it will not be entitled to the benefits of the US Investment Company Act;

5.5 unless the Company expressly consents in writing otherwise, no portion of the assets used topurchase, and no portion of the assets used to hold, the Shares or any beneficial interesttherein constitutes or will constitute the assets of: (i) an employee benefit plan (within themeaning of Section 3(3) of ERISA) that is subject to Part 4 of Title 1 of ERISA; (ii) a plan,individual retirement account or other arrangement that is subject to Section 4975 of the USInternal Revenue Code or any other state, local laws or regulations that would have the sameeffect as regulations promulgated under ERISA by the US Department of Labor and codifiedat 29 C.F.R. Section 2510.3-101 to cause the underlying assets of the Company to be treatedas assets of that investing entity by virtue of its investment (or any beneficial interest) in theCompany and thereby subject the Company and its investment manager (or other personsresponsible for the investment and operation of the Company’s assets) to laws or regulationsthat are similar to the fiduciary responsibility or prohibited transaction provisions contained inTitle I of ERISA or Section 4975 of the US Internal Revenue Code; or (iii) an entity whoseunderlying assets are considered to include ‘‘plan assets’’ of any such plan, account orarrangement; and

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5.6 the Company reserves the right to make inquiries of any holder of the Shares or intereststherein at any time as to such person’s status under the US federal securities laws and torequire any such person that has not satisfied the Company that holding by such person willnot violate or require registration under the US securities laws to transfer such Shares orinterests in accordance with the Articles (as amended from time to time).

6. Supply and Disclosure of Information

If Numis, the Company or any of their agents request any information in connection with aPlacee’s agreement to subscribe for (i) Ordinary Shares under the Placing, and/or (ii) OrdinaryShares or C Shares under any Subsequent Placing under the Placing Programme or to complywith any relevant legislation (including as may be required to be submitted to any relevant taxauthority), such Placee must promptly disclose it to them.

7. Miscellaneous

7.1 The rights and remedies of Numis and the Company under these terms and conditions are inaddition to any rights and remedies which would otherwise be available to each of them andthe exercise or partial exercise of one will not prevent the exercise of others.

7.2 On application, if a Placee is a discretionary fund manager, that Placee may be asked todisclose in writing or orally the jurisdiction in which its funds are managed or owned. Alldocuments provided in connection with the Placing or the Placing Programme will be sent atthe Placee’s risk. They may be returned by post to such Placee at the address notified bysuch Placee.

7.3 Each Placee agrees to be bound by the Articles (as amended from time to time) once theShares which the Placee has agreed to subscribe for pursuant to the Placing or anySubsequent Placing have been acquired by the Placee. The contract to subscribe for Sharesunder the Placing or any Subsequent Placing under the Placing Programme, and theappointments and authorities mentioned in this Prospectus and any supplementary prospectuspublished by the Company prior to Admission of the relevant Shares, will be governed by,and construed in accordance with, the laws of England and Wales. For the exclusive benefitof the Company and Numis, each Placee irrevocably submits to the jurisdiction of the courtsof England and Wales and waives any objection to proceedings in any such court on theground of venue or on the ground that proceedings have been brought in an inconvenientforum. This does not prevent an action being taken against a Placee in any other jurisdiction.

7.4 In the case of a joint agreement to subscribe for Shares under the Placing or anySubsequent Placing under the Placing Programme, references to a ‘‘Placee’’ in these termsand conditions are to each of the Placees who are a party to that joint agreement and theirliability is joint and several.

7.5 Numis and the Company expressly reserve the right to modify the terms and conditions of thePlacing and/or any Subsequent Placing under the Placing Programme (including, withoutlimitation, their timetable and settlement) at any time before allocations are determined.

7.6 The Placing and each Subsequent Placing under the Placing Programme are each subject tothe satisfaction of the conditions contained in the Issue Agreement and the Issue Agreementnot having been terminated. Further details of the terms of the Issue Agreement arecontained in Part 8 of this Prospectus.

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APPENDIX 2

TERMS AND CONDITIONS OF THE OFFER FOR SUBSCRIPTION

The Ordinary Shares are only suitable for investors who understand that there is a potential risk ofcapital loss and that there may be limited liquidity in the underlying investments of the Company,for whom an investment in Ordinary Shares is part of a diversified investment programme and whofully understand and are willing to assume the risks involved in such an investment programme.

In the case of a joint Application, references to you in these terms and conditions of Applicationare to each of you, and your liability is joint and several. Please ensure you read these terms andconditions in full before completing the Application Form.

In these terms and conditions, which apply to the Offer for Subscription:

‘‘Applicant’’ means a person or persons (in the case of joint applicants) whose name(s) appear(s)on the registration details of an Application Form;

‘‘Application’’ means the offer made by an Applicant by completing an Application Form andposting (or delivering by hand during normal business hours only) it to Link Asset Services,Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as specified inthis Prospectus;

‘‘Money Laundering Regulations’’ means the UK Money Laundering Regulations 2017 (SI 2017/692) and any other applicable anti-money laundering guidance, regulations or legislation;

‘‘Prospectus’’ means the prospectus dated 30 November 2017 published by the Company;

‘‘Receiving Agent’’ means Link Asset Services;

‘‘US Person’’ has the meaning given in Regulation S of the US Securities Act of 1933 (asamended). Capitalised terms used and not defined herein shall have the meaning given to them inthis Prospectus.

The Terms and Conditions

(a) The contract created by the acceptance of an Application under the Offer for Subscription willbe conditional on:

(i) Admission becoming effective by not later than 8.00 a.m. (London time) on 20 December2017 (or such other date as may be provided for in accordance with the terms of theIssue Agreement referred to in Part 8 of this Prospectus);

(ii) the Issue Agreement referred to in Part 8 of this Prospectus becoming otherwiseunconditional in all respects, and not being terminated in accordance with its termsbefore Admission becomes effective; and

(iii) satisfaction of the conditions set out in Part 5 of this Prospectus.

(b) The right is reserved by the Company to present all cheques and bankers’ drafts for paymenton receipt and to retain application monies and refrain from delivering an Applicant’s OrdinaryShares into CREST or issuing an Applicant’s Ordinary Shares in certificated form (as thecase may be) pending clearance of the successful Applicant’s cheques or bankers’ drafts.The Company also reserves the right to reject in whole or part or to scale back or limit anyApplication. The Company may treat Applications as valid and binding if made in accordancewith the prescribed instructions and the Company may, at its discretion, accept an Applicationin respect of which payment is not received by the Company prior to the closing of the Offerfor Subscription. If any Application is not accepted in full or if any contract created byacceptance does not become unconditional, the application monies or, as the case may be,the balance thereof will be returned (without interest) by returning the relevant Applicant’scheque or banker’s draft or by crossed cheque in favour of the first-named Applicant, throughthe post at the risk of the person(s) entitled thereto. In the meantime, application monies willbe retained by the Receiving Agent in a separate account.

To ensure compliance with the Money Laundering Regulations, the Company (or any of its agents)may require, at its absolute discretion, verification of the identity of the person by whom or onwhose behalf an Application Form is lodged with payment. If the Application Form is submitted bya UK regulated broker or intermediary acting as agent and which is itself subject to the Money

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Laundering Regulations, any verification of identity requirements are the responsibility of suchbroker or intermediary and not of the Company (or any of its agents).

The person lodging the Application Form with payment and in accordance with the other terms asdescribed above, including any person who appears to the Company (or any of its agents) to beacting on behalf of some other person, accepts the Offer for Subscription in respect of suchnumber of offered Ordinary Shares as is referred to therein and shall thereby be deemed to agreeto provide the Company (or any of its agents) with such information and other evidence as theCompany (or any of its agents) may require to satisfy the verification of identity requirements.

If the Company (or any of its agents) determines that the verification of identity requirements applyto any Application, the relevant Ordinary Shares (notwithstanding any other term of the Offer forSubscription) will not be issued to the relevant Applicant unless and until the verification of identityrequirements have been satisfied in respect of that Applicant (or any beneficial holder) orApplication. The Company (or any of its agents) is entitled, in its absolute discretion, to determinewhether the verification of identity requirements apply to any Application and whether suchrequirements have been satisfied, and neither the Company nor any agent of it will be liable to anyperson for any loss or damage suffered or incurred (or alleged), directly or indirectly, as a result ofthe exercise of such discretion.

If the verification of identity requirements apply, failure to provide the necessary evidence ofidentity within a reasonable time may result in delays in the despatch of share certificates or increditing CREST accounts. If, within a reasonable time following a request for verification ofidentity, the Company (or any of its agents) has not received evidence satisfactory to it asaforesaid, the Company may, in its absolute discretion, treat the relevant Application as invalid, inwhich event the monies payable on acceptance of the Offer for Subscription will be returned (atthe Applicant’s risk) without interest to the account of the bank or building society on which therelevant cheque or banker’s draft was drawn or from which monies paid by bank transfer werereceived.

Submission of an Application Form with the appropriate remittance will constitute a warranty toeach of the Company, the Receiving Agent, Numis, the Administrator and the Registrar from theApplicant that the Money Laundering Regulations will not be breached by application of suchremittance. The verification of identity requirements will not usually apply:

* if the Applicant is an organisation required to comply with the Money Laundering Directive(2015/849/EC of the European Parliament and of the EC Council of 20 May 2015 on theprevention of the use of the financial system for the purpose of money laundering andterrorist financing); or

* if the Applicant is a regulated United Kingdom broker or intermediary acting as agent and isitself subject to the Money Laundering Regulations; or

* if the Applicant (not being an Applicant who delivers his application in person) makespayment by way of a cheque drawn on an account in the Applicant’s name; or

* if the aggregate subscription price for the offered Ordinary Shares is less than e15,000(approximately US$17,500).

In other cases the verification of identity requirements may apply. If the Application Form is lodgedwith payment by a regulated financial services firm (the ‘‘Firm’’) which is located in Austria,Australia, Belgium, Bulgaria, Canada, Cayman Islands, Cyprus, Denmark, Estonia, Finland, France,Germany, Gibraltar, Greece, Hong Kong, Hungary, Iceland, Ireland, Isle of Man, Italy, Japan,Jersey, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, the Netherlands, New Zealand,Norway, Portugal, Singapore, Slovenia, the Republic of South Africa, Spain, Sweden, Switzerland,the UK or the United States, the Firm should provide with the Application Form written confirmationthat it has that status and a written assurance that it has obtained and recorded evidence of theidentity of the person for whom it acts and that it will on demand make such evidence available tothe Company (or any of its agents). If the Firm is not such an organisation, it should contact LinkAsset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR34TU. To confirm the acceptability of any written assurance referred to above, or in any other case,the Applicant should call Link Asset Services on 0371 664 0321. Calls are charged at the standardgeographic rate and will vary by provider. Calls outside the United Kingdom will be charged at theapplicable international rate. The helpline is open between 9.00 a.m. to 5.30 p.m., Monday toFriday excluding public holidays in England and Wales. Please note that Link Asset Services

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cannot provide any financial, legal or tax advice and calls may be recorded and monitored forsecurity and training purposes.

If the Application Form(s) is/are in respect of Ordinary Shares with an aggregate subscription priceof e15,000 (approximately US$17,500) or more and is/are lodged by hand by the Applicant inperson, or if the Application Form(s) in respect of Ordinary Shares is/are lodged by hand by theApplicant and the accompanying payment is not the Applicant’s own cheque, he or she shouldensure that he or she has with him or her evidence of identity bearing his or her photograph (forexample, his or her passport) and separate evidence of his or her address.

If, within a reasonable period of time following a request for verification of identity, and in any caseby 11.00 a.m. on 14 December 2017, the Receiving Agent has not received evidence satisfactoryto it as aforesaid, the Receiving Agent may, as agent of the Company and upon instruction fromthe Company, reject the relevant Application, in which event the monies submitted in respect ofthat Application will be returned without interest to the account at the drawee bank from whichsuch monies were originally debited (without prejudice to the rights of the Company to undertakeproceedings to recover monies in respect of the loss suffered by it as a result of the failure toproduce satisfactory evidence as aforesaid).

Except as provided in the two paragraphs following this paragraph, payments must be made bycheque or banker’s draft in Dollars drawn on a branch in the United Kingdom, the Channel Islandsor the Isle of Man of a bank or a building society which is either a settlement member of theCheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or whichhas arranged for its cheques and banker’s drafts to be cleared through the facilities provided bythose companies or committees: cheques and banker’s drafts must bear the appropriate sort codein the top right hand corner. Cheques, which must be drawn on the personal account of theindividual investor where they have sole or joint title to the funds, should be made payable to‘‘Link Market Services Limited Re Greensphere Capital PLC – OFS A/C’’ in respect of anApplication and crossed ‘‘A/C Payee Only’’. Cheques should be for the full amount payable onApplication. Post-dated cheques will not be accepted. Third party cheques may not be acceptedwith the exception of building society cheques or banker’s drafts where the building society or bankhas confirmed the name of the account holder by stamping or endorsing the back of the cheque/banker’s draft to such effect. The account name should be the same as that shown on theApplication Form.

For applicants sending subscription monies by electronic bank transfer (CHAPS), payment must bemade for the exact amount shown in Box 1 of the Application Form by 11.00 a.m. on 14 December2017. Applicants should send payment to the bank account as detailed on the Application Form.Applicants must ensure that they remit sufficient funds to cover any charges incurred by their bank.

The payment instruction relating to the electronic transfer must also include a unique referencecomprising your name and a contact telephone number which should be entered in the referencefield on the payment instruction, for example: MJ Smith 01234 567890. The Receiving Agentcannot take responsibility for correctly identifying payments without a unique reference nor where apayment has been received but without an accompanying Application Form.

Applicants choosing to settle via CREST, that is DVP, will need to input their instructions to LinkAsset Services’ Participant account RA06 by no later than 11.00 a.m. on 14 December 2017,allowing for the delivery and acceptance of Ordinary Shares to be made against payment of theIssue Price per Ordinary Share, following the CREST matching criteria set out in the ApplicationForm.

The following is provided by way of guidance to reduce the likelihood of difficulties, delays andpotential rejection of an Application Form (but without limiting the Receiving Agent’s right to requireverification of identity as indicated above):

(a) if an Applicant uses a building society cheque, banker’s draft or money order, he shouldmake payment by a cheque drawn or banker’s draft drawn on an account in his own nameand write his name and address on the back of the banker’s draft or cheque and, in the caseof an individual, record his date of birth against his name; a banker’s draft should be dulyendorsed by the bank or building society on the reverse of the draft as described above; and

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(b) if an Applicant makes the Application as agent for one or more persons, he should indicateon the Application Form whether he is a UK or EU-regulated person or institution (forexample a bank or stockbroker) and specify his status. If an Applicant is not a UK or EUregulated person or institution, he should contact the Receiving Agent.

By completing and delivering an Application Form you, as the Applicant (and, if you sign theApplication Form on behalf of somebody else or a corporation, that person or corporation, exceptas referred to in paragraph (i) below):

(a) offer to subscribe for the number of Ordinary Shares specified in your Application Form (orsuch lesser number for which your Application is accepted) on the terms of and subject tothis Prospectus, including these terms and conditions, and subject to the Articles ofAssociation of the Company;

(b) agree that, in consideration of the Company agreeing to process your Application, yourApplication cannot be revoked (subject to any legal right to withdraw your application whicharises as a result of a publication of a supplementary prospectus by the Company prior toAdmission) and that this paragraph shall constitute a collateral contract between you and theCompany which will become binding upon despatch by post to, or (in the case of delivery byhand during normal business hours only) on receipt by, the Receiving Agent of yourApplication Form;

(c) undertake to pay the aggregate Issue Price for the number of Ordinary Shares specified inyour Application Form, and agree and warrant to the Company and Numis that the remittanceaccompanying your Application Form will be honoured on first presentation and agree that if itis not so honoured you will not be entitled to receive the Ordinary Shares until you makepayment in cleared funds for the Ordinary Shares and such payment is accepted by theCompany in its absolute discretion (which acceptance shall be on the basis that youindemnify it, and the Receiving Agent, against all costs, damages, losses, expenses andliabilities arising out of or in connection with the failure of your remittance to be honoured onfirst presentation) and you agree that, at any time prior to the unconditional acceptance bythe Company of such late payment, the Company may (without prejudice to its other rights)avoid the agreement to subscribe for such Ordinary Shares and may issue or allot suchOrdinary Shares to some other person, in which case you will not be entitled to any paymentin respect of such Ordinary Shares other than the refund to you at your risk for an amountequal to the proceeds (if any) of the remittance accompanying your Application, withoutinterest;

(d) agree that where on your Application Form a request is made for Ordinary Shares to bedeposited into a CREST account, the Receiving Agent may amend the form so that suchOrdinary Shares may be issued in certificated form registered in the name(s) of the holdersspecified in your Application Form (and recognise that the Receiving Agent will so amend theform if there is any delay in satisfying the identity of the applicant or the owner of the CRESTaccount or in receiving your remittance in cleared funds);

(e) agree that (i) any monies returnable to you may be retained pending clearance of yourremittance and the completion of any verification of identity required by the Money LaunderingRegulations and (ii) monies pending allocation will be retained in a separate account and thatsuch monies will not bear interest;

(f) undertake to provide satisfactory evidence of your identity within such reasonable time (ineach case to be determined in the absolute discretion of the Company and the ReceivingAgent) to ensure compliance with the Money Laundering Regulations;

(g) warrant and confirm that:

(i) you are not applying on behalf of a person engaged in money laundering, drugtrafficking or terrorism; and

(ii) none of the monies transferred or to be transferred to (or for the account of) theCompany or its agents for the purposes of the application are or will be the proceeds ofcriminal activities;

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(h) agree that, in respect of those Ordinary Shares for which your Application has been receivedand is not rejected, acceptance of your Application shall be constituted, at the election of theCompany, either (i) by notification to the UK Listing Authority and the London Stock Exchangeof the basis of allocation (in which case acceptance shall be on that basis) or (ii) bynotification of acceptance thereof to the Receiving Agent;

(i) authorise the Receiving Agent to procure that your name (together with the name(s) of anyother joint Applicant(s)) or your nominee (e.g. CREST) is/are placed on the register ofmembers of the Company in respect of such Ordinary Shares and to send a crossed chequefor any monies returnable by post without interest, at the risk of the persons entitled thereto,to the address of the person (or in the case of joint holders the first-named person) namedas an Applicant in the Application Form;

(j) acknowledge that no person is authorised in connection with the Offer for Subscription to giveany information or make any representation other than as contained in this Prospectus and/orany supplementary prospectus published by the Company prior to Admission and, if given ormade, any information or representation must not be relied upon as having been authorisedby the Company, the Receiving Agent, or any of their affiliates or any other person;

(k) represent and warrant to the Company and Numis that, if you sign the Application Form onbehalf of somebody else or on behalf of a corporation, you have due authority to do so onbehalf of that other person or corporation, and such person or corporation will also be boundaccordingly and will be deemed to have given the confirmations, warranties and undertakingscontained herein and undertake to enclose your power of attorney, or a copy thereof dulycertified by a solicitor or bank, with the Application Form;

(l) agree with the Company and Numis that all Applications, acceptances of Applications andcontracts resulting therefrom shall be governed by and construed in accordance with the lawof England and Wales, and that you submit to the jurisdiction of the courts of England andWales and agree that nothing shall limit the right of the Company to bring any action, suit orproceeding arising out of or in connection with any such Applications, acceptances ofApplications and contracts in any other manner permitted by law or in any court of competentjurisdiction;

(m) confirm to the Company and Numis that in making such Application, neither you nor anyperson on whose behalf you are applying are relying on any information or representation inrelation to the Company and the Ordinary Shares other than the information contained in thisProspectus and any supplementary prospectus published by the Company prior to Admissionand, accordingly, you agree that no person (responsible solely or jointly for this Prospectus,any such supplementary prospectus or any part thereof or involved in the preparation thereof)shall have any liability for any such information or representation;

(n) confirm to the Company and Numis that your Application is made solely on the terms of thisProspectus and subject to the Articles of Association of the Company;

(o) irrevocably authorise the Company or any person authorised by it to do all things necessaryto effect registration of any Ordinary Shares subscribed by or issued to you into your name(s)or into the name(s) of any person(s) in whose favour the entitlement to any such OrdinaryShares has been transferred and authorise any representative of the Company to executeany document required therefor;

(p) agree that, having had the opportunity to read this Prospectus, you shall be deemed to havehad notice of all information and representations concerning the Company and the OrdinaryShares contained therein;

(q) confirm that you have reviewed the restrictions contained in these terms and conditions;

(r) warrant that, if you are an individual, you are not under the age of 18;

(s) agree that all documents and cheques or bankers’ drafts sent by post to, by or on behalf ofthe Company or the Receiving Agent, will be sent at the risk of the person(s) entitled thereto;

(t) represent and warrant to the Company and Numis that in connection with your Applicationyou have observed the laws of all relevant territories, obtained any requisite governmental orother consents, complied with all requisite formalities and paid any issue, transfer or othertaxes due in connection with your Application in any territory and that you have not taken anyaction for yourself or as nominee, agent or on behalf of any person which will or may result

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in the Company or any person responsible solely or jointly for this Prospectus, anysupplementary prospectus published by the Company prior to Admission, or any part of it orinvolved in the preparation thereof acting in breach of the regulatory or legal requirements ofany territory (including in particular FSMA) in connection with the Offer for Subscription oryour Application;

(u) save where you have satisfied the Company that an appropriate exemption applies so as topermit you to subscribe, represent to and agree with the Company and Numis that you arenot (i) a US Person and are not acting on behalf of a US Person, that you are notpurchasing with a view to re-sale in the US or to or for the account of a US Person and thatyou are not an employee benefit plan as defined in section 3(3) of ERISA (whether or notsubject to the provisions of Title 1 of ERISA) or an individual retirement account as defined insection 408 of the US Internal Revenue Code or (ii) a resident of any of the ExcludedTerritories;

(v) agree, on request by the Company or the Receiving Agent on behalf of the Company, todisclose promptly in writing to the Company or the Receiving Agent any information which theCompany or the Receiving Agent may reasonably request in connection with your Application,and authorise the Company or the Receiving Agent on behalf of the Company to disclose anyinformation relating to your Application as it considers appropriate;

(w) if you are applying on behalf of someone else, agree that you will not, and will procure thatnone of your affiliates will, circulate, distribute, publish or otherwise issue (or authorise anyother person to issue) any document or information in connection with the Issue, or make anyannouncement or comment (whether in writing or otherwise) which states or implies that ithas been issued or approved by or prepared in conjunction with the Company or any personresponsible solely or jointly for this Prospectus, any supplementary prospectus published bythe Company prior to Admission, or any part thereof or involved in the preparation thereof orwhich contains any untrue statement of material fact or is misleading or which omits to stateany material fact necessary in order to make the statements therein not misleading; and

(x) failure by the Company or its agents to receive, process or accept your application forOrdinary Shares does not give right to any action by any person against the Company, itsagents or any other person.

No person receiving a copy of this Prospectus and/or an Application Form in any territory otherthan the UK may treat the same as constituting an invitation or an offer to him; nor should he inany event use an Application Form unless, in the relevant territory, such an invitation or offer couldlawfully be made to him or the Application Form could lawfully be used without contravention ofany, or compliance with, any unfulfilled registration or other legal or regulatory requirements. It isthe responsibility of any person outside the UK wishing to apply for Ordinary Shares under theOffer for Subscription for himself or on behalf of any person to satisfy himself as to full observanceof the laws of any relevant territory in connection with any such Application, including obtaining anyrequisite governmental or other consents, observing any other formalities requiring to be observedin any such territory and paying any issue, transfer or other taxes required to be paid in any suchterritory and any such person will be deemed to have read the notices to overseas investorscontained in this Prospectus prior to making any such application.

The Ordinary Shares have not been and will not be registered under the US Securities Act or withany securities regulatory authority of any State or other jurisdiction of the United States and,subject to certain exceptions, may not be offered or sold within the United States or to, or for theaccount or benefit of, US Persons. The Company has not been and will not be registered as an‘‘investment company’’ under the US Investment Company Act, and investors will not be entitled tothe benefits of that Act. In addition, relevant clearances have not been, and will not be, obtainedfrom the securities commission (or equivalent) of any province of any of the Excluded Territoriesand, accordingly, unless an exemption under any relevant legislation or regulations is applicable,none of the Ordinary Shares may be offered, sold, renounced, transferred or delivered, directly orindirectly, in any of the Excluded Territories. Unless the Company has expressly agreed otherwisein writing or unless an exemption under relevant legislation or regulation is applicable (theapplicability of which you hereby represent and warrant) you represent and warrant to theCompany and Numis that you are not a US Person or a resident of any of the Excluded Territoriesand that you are not subscribing for such Ordinary Shares for the account of any US Person orresident of any of the Excluded Territories and that you will not offer, sell, renounce, transfer or

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deliver, directly or indirectly, Ordinary Shares subscribed for by you in any of the ExcludedTerritories or to any US Person or resident of any of the Excluded Territories. No Application willbe accepted if it bears an address in any of the Excluded Territories unless an appropriateexemption is available as referred to above.

Pursuant to the Data Protection Laws, the Company, the AIFM, the Administrator, the Registrarand/or the Receiving Agent may hold personal data (as defined in the Data Protection Laws)relating to past and present shareholders. Such personal data is held by the Receiving Agent, whowill share such data with the Administrator and the Registrar, and is used by the Administrator andthe Registrar to maintain the Company’s register of Shareholders and mailing lists and this mayinclude sharing such data with third parties in one or more of the countries mentioned below when(i) effecting the payment of dividends to Shareholders and the payment of commissions to thirdparties and (ii) filing returns of Shareholders and their respective transactions in Ordinary Shareswith statutory bodies and regulatory authorities. Personal data may be retained on record for aperiod exceeding six years after it is no longer used.

The countries referred to in the paragraph immediately above include, but need not be limited to,those in the European Economic Area and any of their respective dependent territories overseas,Andorra, Argentina, Canada, New Zealand, State of Israel, Switzerland, the United States and theEastern Republic of Uruguay.

By becoming registered as a holder of Ordinary Shares in the Company, a person becomes a datasubject (as defined in the Data Protection Laws) and is deemed to have consented to theprocessing by the Company, the AIFM, the Administrator, the Registrar and/or the Receiving Agentof any personal data relating to them in the manner described above.

The basis of allocation will be determined by the Directors, after consultation with Numis, at theirabsolute discretion. The right is reserved to reject in whole or in part and/or scale down and/orballot any Application or any part thereof. The right is reserved to treat as valid any Application notin all respects completed in accordance with the instructions relating to the Application Form,including if the accompanying cheque or banker’s draft is for the wrong amount.

If for any reason it becomes necessary to adjust the expected timetable as set out in thisProspectus, the Company will make an appropriate announcement to an RIS giving details of therevised dates. In particular, the Directors have the discretion to extend the last time and/or date forApplications and any such extension will not affect Applications already made, which will continueto be irrevocable.

Save where the context otherwise requires, words and expressions defined in this Prospectus havethe same meanings when used in these terms and conditions and in the Application Form andexplanatory notes in relation thereto.

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NOTES ON HOW TO COMPLETE THE APPLICATION FORM

Applications should be returned so as to be received by no later than 11.00 a.m. on 14 December2017. All Applicants should read notes 1-4. Note 5 should be read by Joint Applicants.

1. Application

Fill in (in figures) the aggregate subscription price for which your application is made. Yourapplication must be for Ordinary Shares with a minimum aggregate subscription price ofUS$1,000 or, if for more than US$1,000, in multiples of US$500 thereafter unless otherwiseagreed with the Company and Numis. Financial Intermediaries who are investing on behalf ofclients should make separate applications for each client.

2. Personal Details

Fill in (in block capitals) the full name, address, daytime telephone number and date of birthof the applicant. If this application is being made jointly with other persons, please read Note5 before completing Box 2.

3. Signature

The applicant named in Box 2 must date and sign Box 3.

The Application Form may be signed by another person on your behalf if that person is dulyauthorised to do so under a power of attorney. The power of attorney (or a copy duly certifiedby a solicitor or a bank) must be enclosed for inspection. A corporation should sign under thehand of a duly authorised official whose representative capacity should be stated.

4. Payment Details

Payments by cheque or banker’s draft

If you are tendering payment by way of cheque or banker’s draft, attach a cheque or banker’sdraft for the exact amount shown in Box 1 to your completed Application Form. Your chequeor banker’s draft must be made payable to ‘‘Link Market Services Limited Re GreensphereCapital PLC – OFS A/C’’ and crossed ‘‘A/C Payee Only’’.

Your payment must relate solely to this application. No receipt will be issued.

Payments must be made by cheque or banker’s draft in Dollars drawn on a branch in theUnited Kingdom, the Channel Islands or the Isle of Man of a bank or building society which iseither a settlement member of the Cheque and Credit Clearing Company Limited or theCHAPS Clearing Company Limited or which has arranged for its cheques and bankers’ draftsto be cleared through the facilities provided by those companies or committees. Suchcheques or bankers’ drafts must bear the appropriate sort code in the top right hand corner.Cheques, which must be drawn on the personal account of the individual investor where theyhave a sole or joint title to the funds, should be made payable to ‘‘Link Market ServicesLimited Re Greensphere Capital PLC – OFS A/C’’ and crossed ‘‘A/C Payee Only’’. Third-party cheques may not be accepted with the exception of building society cheques orbankers’ drafts where the building society or bank has confirmed the name of the accountholder by stamping or endorsing the back of the cheque/banker’s draft to such effect.

The account name should be the same as that shown on the application.

Payments by electronic transfer

If you wish to pay by electronic transfer, payments must be made by CHAPS in Dollars.Payment must be made for value by no later than 11.00 a.m. on 14 December 2017. Aunique reference, which should be the applicant’s name and telephone number (for example:MJ Smith 01234 567890), must be included when sending electronic payment to Link AssetServices and on the Application Form. Details of the bank being instructed to make suchelectronic transfer must be entered in the box provided at section 5B of the Application Form.Payments in electronic form must come from a UK bank account only and from a personalaccount in the name of the individual investor where they have sole or joint title to the funds.The account name should be the same as that shown in Box 2 of the Application Form.Applicants’ payments must relate solely to their application. No receipt will be issued.

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Electronic Payment should be made in Dollars to the bank account details below:

US DOLLAR ACCOUNT

Bank: BarclaysSort Code: 20-00-00Account No. 47110644Currency: USDSWIFTBIC: BARCGB22Account Name: LINK MARKET SERVICES LTD RE: GREENSPHERE CAPITAL PLC

– OFS CHAPS A/C

No receipt in respect of electronic payments or acknowledgement of Applications will beissued. Please note the electronic facility will close at 11.00 a.m. on 14 December 2017.

Settlement by CREST

The Company will apply for the Ordinary Shares issued pursuant to the Offer for Subscriptionin uncertificated form to be enabled for CREST transfer and settlement with effect from therelevant date of Admission (the ‘‘Relevant Settlement Date’’). Accordingly, settlement oftransactions in the Ordinary Shares will normally take place within the CREST system.

The Application Form contains details of the information which the Company’s registrars, LinkAsset Services, will require from you in order to settle your application within CREST, if youso choose. If you do not provide any CREST details or if you provide insufficient CRESTdetails for Link Asset Services to match to your CREST account, Link Asset Services willdeliver your Ordinary Shares in certificated form provided payment has been made in termssatisfactory to the Company.

The right is reserved to issue your Ordinary Shares in certificated form should the Company,having consulted with Link Asset Services, consider this to be necessary or desirable. Thisright is only likely to be exercised in the event of any interruption, failure or breakdown ofCREST or any part of CREST or on the part of the facilities and/or system operated by LinkAsset Services in connection with CREST.

The person named for registration purposes in your Application Form must be: (a) the personprocured by you to subscribe for or acquire the Ordinary Shares; or (b) yourself; or (c) anominee of any such person or yourself, as the case may be. Neither Link Asset Servicesnor the Company will be responsible for any liability to stamp duty or stamp duty reserve taxresulting from a failure to observe this requirement. You will need to input the delivery versuspayment (‘‘DVP’’) instructions into the CREST system in accordance with your Application.The input returned by Link Asset Services of a matching or acceptance instruction to yourCREST input will then allow the delivery of your Ordinary Shares to your CREST accountagainst payment of the Issue Price per Ordinary Share through the CREST system upon theRelevant Settlement Date.

By returning your Application Form you agree that you will do all things necessary to ensurethat you or your settlement agent/custodian’s CREST account allows for the delivery andacceptance of Ordinary Shares to be made prior to 11.00 a.m. on 14 December 2017 againstpayment of the Issue Price per Ordinary Share.

To ensure that you fulfil this requirement it is essential that you or your settlement agent/custodian follow the CREST matching criteria set out below:

Trade Date: 18 December 2017Settlement Date: 20 December 2017Company: Greensphere Capital PLCLimited Security Description: Ordinary Shares of US$0.01SEDOL: BD9PXG3ISIN: GB00BD9PXG32

Should you wish to settle DVP, you will need to input your instructions to Link Asset Services’Participant account RA06 by no later than 11.00 a.m. on 14 December 2017.

You must also ensure that you or your settlement agent/custodian has a sufficient ‘‘debit cap’’within the CREST system to facilitate settlement in addition to your/its own daily trading andsettlement requirements.

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In the event of late CREST settlement, the Company, after having consulted with Link AssetServices, reserves the right to deliver Ordinary Shares outside CREST in certificated formprovided payment has been made in terms satisfactory to the Company and all otherconditions in relation to the Issue have been satisfied.

General

Applications with a value of the Dollar equivalent of e15,000 or greater, which are to besettled by way of a third-party payment, e.g. banker’s draft, building society cheque or acheque drawn by someone other than the applicant, will be subject to the United Kingdom’sverification of identity requirements which are contained in the Money Laundering Regulations.In order to ensure compliance with the Money Laundering Regulations, the Company (or anyof its agents) may require at its absolute discretion such evidence in respect of anyapplication which is satisfactory to it to establish your identity or that of any person on whosebehalf you are acting and/or your status.

Where an electronic transfer is being made for the Dollar equivalent of e15,000 or more byCHAPS the investor should also supply their bank statement to show where the sources offunds have been sent from. If the investment is US$50,000 or more, the investor must alsoprovide a certified copy of their passport and a recent bank statement. No receipt in respectof electronic payments or acknowledgement of Applications will be issued.

For UK applicants, this may involve verification of names and addresses (only) through areputable agency. For non-UK applicants, verification of identity may be sought from yourbankers or from another reputable institution or professional adviser in the applicant’s countryof residence.

If satisfactory evidence of identity has not been obtained within a reasonable time, and in anyevent (unless the Offer for Subscription is extended) by 11.00 a.m. on 14 December 2017,your application may not be accepted.

Certificates, cheques and other correspondence will be sent to the address in Box 2.

5. Joint Applicants

If you make a joint application, you will not be able to transfer your Ordinary Shares into anISA. If you are interested in transferring your Ordinary Shares into an ISA, you should applyin your name only.

If you do wish to apply jointly, you may do so with up to three other persons. Boxes 2 and 3must be completed by one applicant. All other persons who wish to join in the applicationmust complete and sign Box 4.

Another person may sign on behalf of any joint applicant if that other person is dulyauthorised to do so under a power of attorney. The power of attorney (or a copy duly certifiedby a solicitor, notary or bank) must be enclosed for inspection.

Certificates, cheques and other correspondence will be sent to the address in Box 2.

6. Verification of Identity

Box 6 of the Application Form applies if the aggregate value of the Ordinary Shares whichyou are applying for, whether in one or more applications, is or exceeds the Dollar equivalentof e15,000 or the Company (or any of its agents) deems it necessary, at its absolutediscretion, in order to ensure compliance with the Money Laundering Regulations. If Box 6applies to your application, you must ensure that Box 6.1, 6.2 or 6.3 (as appropriate) iscompleted.

6.1 Professional Adviser or Intermediary

You should complete Box 6.1 of the Application Form if you are a stockbroker, bankmanager, solicitor, accountant or other independent financial adviser authorised under theFinancial Services and Markets Act 2000 or, if outside the United Kingdom, anotherappropriately authorised independent financial adviser acting on behalf of a client.

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6.2 Reliable Introducer

If you are not a professional adviser or intermediary and the value of your application(s) is/areor exceed(s) the Dollar equivalent of e15,000 or the Company (or any of its agents) deems itnecessary, at its absolute discretion, in order to ensure compliance with the MoneyLaundering Regulations, you will be required to provide the verification of identity documentslisted in Box 6.3 of the Application Form unless you can have the declaration set out in Box6.2 of the Application Form given and signed by a firm acceptable to the Receiving Agentand the Company. Box 6.2 of the Application Form details those firms acceptable to theReceiving Agent and the Company for signing the declaration. In order to ensure theirApplication Forms are processed timely and efficiently, all applicants who are not professionaladvisers or intermediaries and to whose applications Box 6 of the Application Form appliesare strongly advised to have the declaration set out in Box 6.2 of the Application Formcompleted and signed by a suitable firm where possible.

6.3 Applicant Identity Information

Box 6.3 of the Application Form need only be completed where the aggregate value of theOrdinary Shares which you are applying for, whether in one or more applications, is orexceeds the Dollar equivalent of e15,000 or the Company (or any of its agents) deems itnecessary, at its absolute discretion, in order to ensure compliance with the MoneyLaundering Regulations and neither Box 6.1 nor Box 6.2 of the Application Form can becompleted.

Notwithstanding that the declaration set out in Box 6.2 of the Application Form has beencompleted and signed, the Receiving Agent and the Company reserve the right to request ofyou the identity documents listed in Box 6.3 of the Application Form and/or to seekverification of identity of each holder and payor (if necessary) from you or their bankers orfrom another reputable institution, agency or professional adviser in the applicable country ofresidence. If satisfactory evidence of identity has not been obtained within a reasonable time,your application might be rejected or revoked.

Where certified copies of documents are requested in Box 6.3 of the Application Form, suchcopy documents should be certified by a senior signatory of a firm which is either agovernmental approved bank, stockbroker or investment firm, financial services firm or anestablished law firm or accountancy firm which is itself subject to regulation in the conduct ofits business in its own country of operation and the name of the firm should be clearlyidentified on each document certified.

7. CRS Form

In addition to completing and returning the Application Form to Link Asset Services, you willalso need to complete and return a Tax Residency Self Certification Form (CRS Form). The‘‘individual tax residency self-certification – sole holding’’ form can be found at the end of thisprospectus, further copies of this form and the relevant form for joint holdings or corporateentity holdings can be requested from Link Asset Services on 0371 664 0321. Calls arecharged at the standard geographic rate and will vary by provider. Calls outside of the UnitedKingdom will be charged at the applicable international rate. The helpline is open between9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales.Please note that Link Asset Services cannot provide any financial, legal or tax advice andcalls may be recorded and monitored for security and training purposes.

It is a condition of the Application that (where applicable) a completed version of the relevantCRS form is provided with the Application Form before any Application can be accepted.

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INSTRUCTIONS FOR DELIVERY OF COMPLETED APPLICATION FORMS

Completed Application Forms should be returned, by post to Link Asset Services, CorporateActions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or by hand (duringnormal business hours only) to Link Asset Services, Corporate Actions, The Registry,34 Beckenham Road, Beckenham, Kent, BR3 4TU so as to be received by no later than 11.00 a.m.on 14 December 2017, together in each case with payment in full in respect of the application inaccordance with the instructions above. If you post your Application Form, you are recommendedto use first class post and to allow at least two days for delivery. Application Forms received afterthis date may be returned.

If you have any questions relating to this document, and the completion and return of theApplication Form, please telephone Link Asset Services on 0371 664 0321. Calls are charged atthe standard geographic rate and will vary by provider. Calls outside the United Kingdom will becharged at the applicable international rate. The helpline is open between 9.00 a.m. – 5.30 p.m.,Monday to Friday excluding public holidays in England and Wales. Please note that Link AssetServices cannot provide any financial, legal or tax advice and calls may be recorded and monitoredfor security and training purposes.

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GREENSPHERE CAPITAL PLC – APPLICATION FORM

Please send the completed form by post, or deliver by hand (during normal business hoursonly), to Link Asset Services, Corporate Actions, The Registry, 34 Beckenham Road,Beckenham, Kent, BR3 4TU so as to be received by no later than 11.00 a.m. on 14 December2017.

Important – Before completing this form, you should read the accompanying notes.

ALL APPLICANTS MUST COMPLETE BOXES 1 TO 3 AND BOX 5 (SEE NOTES 1-4 OF THENOTES ON HOW TO COMPLETE THIS APPLICATION FORM).

If you have a query concerning completion of this Application Form please call Link Asset Serviceson 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider.Calls outside the United Kingdom will be charged at the applicable international rate. The helplineis open between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England andWales. Please note that Link Asset Services cannot provide any financial, legal or tax advice andcalls may be recorded and monitored for security and training purposes.

To: Greensphere Capital PLC

Box 1. Application

I/We, the persons detailed in Box 2 and in the case of joint applicants, Box 4, offer to subscribefor:

US$

Please tick the relevant box to indicate the method by which payment is being made:

& – Payment by cheque or banker’s draft attached

& – Payment by CHAPS payment

& – Payment by CREST (DVP)

of Ordinary Shares (minimum US$1,000 and thereafter in multiples of US$500 unless otherwiseagreed with the Company and Numis) fully paid, at US$1.00 per Ordinary Share on the terms, andsubject to the conditions set out in the prospectus dated 30 November 2017 (including the Termsand Conditions of Application contained therein) (the ‘‘Prospectus’’), the guidance notesaccompanying this Application Form, and the Articles respectively, and attach a cheque or banker’sdraft for the amount payable (if applicable).

Box 2. Personal Details (PLEASE USE BLOCK CAPITALS)

Mr, Mrs, Miss or Title Forenames (in full)

Surname

Address (in full)

Postcode Daytime telephone no.

Date of birth

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Box 3. Signature

I/We hereby confirm that I/we have read the Prospectus and make this application on and subjectto the Terms and Conditions of Application set out in the Prospectus.

Signature Dated 2017

BOX 4 MUST ONLY BE COMPLETED BY JOINT APPLICANTS (SEE NOTE 5).

Box 4. Joint Applicants (PLEASE USE BLOCK CAPITALS)

Where the application is being made jointly by more than one person, the proposed first-namedholder should complete Boxes 2 and 3 above, and all other applicants (subject to a maximum ofthree) must complete and sign this Box 4.

Mr, Mrs, Miss or Title Forenames (in full) Surname Signature

Intermediary name, if applicable Intermediary stamp, if applicable

Contact tel. no: FCA No:

Box 5. Payment Details

Box 5A: Cheque or Banker’s Draft Details

Attach your cheque or banker’s draft for the exact amount shown in Box 1 made payable to ‘‘LinkMarket Services Limited Re Greensphere Capital PLC – OFS A/C’’ and crossed ‘‘A/C Payee Only’’.

Box 5B: Bank Account Details

Complete this section only if you are tendering payment by electronic transfer.

Contact at bank branch and tel. no:

Branch Sort Code

Account Name

Account Number

Reference Number(should be your nameand telephone number)

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Electronic Payment should be made in Dollars to the bank account details below:

US DOLLAR ACCOUNT

Bank: Barclays

Sort Code: 20-00-00

Account No. 47110644

Currency: USD

SWIFTBIC: BARCGB22

Account Name: LINK MARKET SERVICES LTD RE: GREENSPHERE CAPITAL PLC – OFSCHAPS A/C

Please also refer to note 6 (where an electronic transfer is being made for US$50,000 or more theapplicant must provide a certified copy of their passport and a recent bank statement).

Box 5C:

Complete this section only if you require your Ordinary Shares to be credited to your CRESTaccount.

CREST Participation ID:

(no more than five characters)

CREST MemberAccountID:

(no more than eight characters)

CREST Participant’s Name

If you so choose to settle your application within CREST, that is DVP, you or your settlementagent/custodian’s CREST account must allow for the delivery and acceptance of Ordinary Sharesto be made against payment of the Issue Price per Ordinary Share, following the CREST matchingcriteria set out below:

Trade Date: 18 December 2017

Settlement Date: 20 December 2017

Company: Greensphere Capital PLC

Limited Security Description: Ordinary Shares of US$0.01

SEDOL: BD9PXG3

ISIN: GB00BD9PXG32

Should you wish to settle DVP, you will need to input your instructions to Link Asset Services’Participant account RA06 by no later than 11.00 a.m. on 14 December 2017.

You must also ensure that you or your settlement agent/custodian has a sufficient ‘‘debit cap’’within the CREST system to facilitate settlement in addition to your/its own daily trading andsettlement requirements.

An Application Form must be sent to Link Asset Services in all cases by 11.00 a.m. on14 December 2017.

Box 6. Verification of Identity (if the value of the Ordinary Shares which you are applyingfor, whether in one or more applications, is or exceeds the Dollar equivalent of e15,000 orthe Company (or any of its agents) deems it necessary, at its absolute discretion, in orderto ensure compliance with the Money Laundering Regulations, you must ensure that Box6.1, 6.2 or 6.3 (as appropriate) is completed.

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Box 6.1 Professional Advisers and Intermediaries

(This Box 6.1 should be completed if an application for Ordinary Shares is being made on behalfof a client by a stockbroker, bank manager, solicitor, accountant or other independent financialadviser authorised under the Financial Services and Markets Act 2000 or, if outside the UnitedKingdom, another appropriately authorised independent financial adviser).

(Name of professional adviser or intermediary, in full)

(Address, in full)

(Post code)

(Contact name) (Telephone number)

Declaration by the professional adviser or intermediary

To: Greensphere Capital PLC, Link Asset Services and Numis Securities Limited

We are a financial adviser authorised under the Financial Services and Markets Act 2000 applyingfor Ordinary Shares on behalf of one or more clients (‘‘relevant clients’’). As such, we herebyundertake to:

* complete anti-money laundering verification of all relevant clients and to inform you of anyunsatisfactory conclusion in respect of any such client;

* keep records to verify the name, identity, place of birth, residential address, occupation andsignature of each relevant client; and

* supply copies of any such records to you as you may require.

We are governed in the conduct of our investment business and in respect of conducting anti-money laundering verification by the following regulatory or professional body (and our reference orother official number allocated to us by that body is included in the box below).

(Full name and country of operation ofregulatory or professional body) (Reference or other official number)

If you require further information about our procedures or any of our relevant clients, pleasecontact the person named as the contact in the first box in this Box 6.1.

Box 6.2 Reliable Introducer (If you are not a professional adviser or intermediary to whom Box 6.1applies, completion and signing of the declaration in this Box 6.1 by a suitable person or institution mayavoid presentation being requested of the identity documents detailed in Box 6.3 of this form)

(The declaration below may only be signed by a person or institution (such as a governmental approvedbank, stockbroker or investment firm, financial services firm or an established law firm or accountancyfirm) (the ‘‘firm’’) which is itself subject in its own country to operation of ‘‘know your customer’’ and anti-money laundering regulations which are, in the opinion of the Company in its absolute discretion, no lessstringent than those which prevail in the United Kingdom).

Declaration by the firm

To: Greensphere Capital PLC, Link Asset Services and Numis Securities Limited

With reference to the applicant(s) detailed in Box(es) 2 and, in the case of joint applicants, 4above, all persons signing Boxes 3 and 4 above and the payor identified in Box 5 above if notalso an applicant holder (collectively the ‘‘relevant persons’’), we hereby declare that:

* we operate in .............................................. and our firm is subject to anti-money launderingregulations under the laws of that country which, to the best of our knowledge, are no lessstringent than those which prevail in the United Kingdom;

166

* we are regulated in the conduct of our business and in the prevention of money launderingby the regulatory authority identified below;

* each of the relevant persons is known to us in a business capacity and we hold valid identitydocumentation on each of them and we undertake to immediately provide to you copiesthereof on demand;

* we confirm the accuracy of the names and residential/business address(es) of the applicant(s)named in Box(es) 2 and, in the case of joint applicants, 4 above and, if details of a CRESTaccount are included in Box 5 above, that the owner thereof is the applicant named in Box 2above;

* having regard to all local anti-money laundering regulations we are, after enquiry, satisfied asto the source and legitimacy of the monies being used to subscribe for the Ordinary Sharesto which this application relates; and

* where the payor and applicant(s) are different persons we are satisfied as to the relationship;between them and the reason for the payor being different to the applicant(s).

The above information is given in strict confidence for your own use only and without anyguarantee, responsibility or liability on the part of the firm of its officials.

(Date) 2017 (Official stamp, if any))

(Signature)

(Full name)

(Title/position)

having authority to bind the firm, the details of which are set out below:

(Name of professional adviser or intermediary, in full)

(Address, in full)

(Post code)

(Contact name) (Telephone number)

(Full name of firm’s regulatory authority)

(Website address or telephone number of regulatoryauthority)

(Firm’s registered, licence or otherofficial number)

Box 6.3 Applicant Identity Information (Only complete this Box 6.3 if your application has a value ofor greater than the Dollar equivalent of c15,000 and neither of Boxes 6.1 and 6.2 can be completed) (orthe Company (or any of its agents) deems it necessary, at its absolute discretion, in order to ensurecompliance with the Money Laundering Regulations).

In accordance with internationally recognised standards for the prevention of money laundering, therelevant documents and information listed below must be provided (please note that the ReceivingAgent, Numis Securities Limited and the Company reserve the right to ask for additionaldocuments and information).

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Tick here for documents provided

Applicant

1 2 3 4 Payor

A. For each applicant who is an individual enclose:

(i) a certified clear photocopy of one of the following identification documents which bears both

a photograph and the signature of the person: (a) current passport; (b) Government or

Armed Forces identity card; or (c) driving licence; and

(ii) certified copies of at least two of the following documents which purport to confirm that the

address(es) given in Box 2 and, in the case of joint applicants, Box 4 is the applicant’s

residential address: (a) a recent gas, electricity, water or telephone (not mobile) bill; (b) a

recent bank statement; (c) a council tax bill; or (d) similar bill issued by a recognised

authority; and

(iii) if none of the above documents show their date and place of birth, enclose a note of such

information; and

(iv) details of the name and address of their personal bankers from which the Receiving Agent

or the Company may request a reference, if necessary.

B. For each holder being a company (a ‘‘holder company’’) enclose:

(i) a certified copy of the certificate of incorporation of the holder company; and

(ii) the name and address of the holder company’s principal bankers from which the Receiving

Agent or the Company may request a reference, if necessary; and

(iii) a statement as to the nature of the holder company’s business signed by a director; and

(iv) a list of the names and residential addresses of each director of the holder company; and

(v) for each director provide documents and information similar to that mentioned in A above;

and

(vi) a copy of the authorised signatory list for the holder company; and

(vii) a list of the names and residential/registered addresses of each ultimate beneficial owner

interested in more than 5 per cent. of the issued share capital of the holder company and.

where a person is named, also enclose the documents and information referred to in C

below and, if another company is named (a ‘‘beneficiary company’’). also complete D

below. If the beneficial owner(s) named do not directly own the holder company but do so

indirectly via nominee(s) or intermediary entities, provide details of the relationship between

the beneficial owner(s) and the holder company.

C. For each individual named in B(vii) as a beneficial owner of a holder company enclose for each such person documents and

information similar to that mentioned in A(i) to (iv)

D. For each beneficiary company named in B(vii) as a beneficial owner of a holder company enclose:

(i) a certificated copy of the certificate of incorporation of that beneficiary company; and

(ii) a statement as to the nature of that beneficiary company’s business signed by a director;

and

(iii) the name and address of the beneficiary company’s principal bankers from which the

Receiving Agent or the Company may request a reference, if necessary; and

(iv) enclose a list of the names and residential/registered address of each beneficial owner

owning more than 5 per cent. of the issued share capital of that beneficiary company.

E. If the payor is not an applicant and is not a bank providing its own cheque or banker’s draft on the reverse of which

is shown details of the account being debited with such payment (see note 4 on how to complete this form) enclose:

(i) if the payor is a person, for that person the documents mentioned in A(i) to (iv); or

(ii) if the payor is a company, for that person the documents mentioned in B(i) to (vii); and

(iii) an explanation of the relationship between the payor and the applicant(s).

168

Tax Residency Self-Certification Form (Individuals)

Company that shares are held in: * [Company Name]

Investor code *

Name: *

Registered Address: *

If your address has changed, then you will

need to notify us separately. See the questions

and answers.

Tax Residence Address

Only if different to your registered address

above

Date of Birth *

(DD/MM/YYYY)

Country/Countries of Residence for Tax Purposes

Country of residence for tax purposes Tax Identification Number

In the UK this would be your NI number

1 * 1 *

2 2

3 3

4 4

US Citizen

Please mark the box ONLY if you are a US Citizen (see definition below)

Declarations and Signature

I acknowledge that the information contained in this form and information regarding my shares may be reported to the local tax

authority and exchanged with tax authorities of another country or countries in which I may be tax resident where those countries

have entered into Agreements to exchange Financial Account information.

I undertake to advise the Company within 30 days of any change in circumstances which causes the information contained

herein to become incorrect and to provide the Company with a suitably updated Declaration within 30 days of such change in

circumstances.

I certify that I am the shareholder (or I am authorised to sign for the shareholder**). If this relates to a joint holding, I also

acknowledge that as a joint holder I may be reported to the relevant tax authority if all the other holders do not provide a Tax

Residency Self-Certification.

I declare that all statements made in this declaration are, to the best of my knowledge and belief, correct and complete.

Signature: *

Print Name:*

Date: *

Daytime telephone

number / email address***

* Mandatory field

** If signing under a power of attorney, please also attach a certified copy of the power of attorney.

*** We will only contact you if there is a question around the completion of the self-certification form.

‘‘US Citizen’’

* All US citizens. An individual is a citizen if that person was born in the United States or if theindividual has been naturalized as a US citizen.

* You can also be a US citizen, even if born outside the United States if one or both of yourparents are US citizens.

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INTRODUCTION

The law requires that Financial Institutions collect, retain and report certain information about theiraccount holders, including the account holders tax residency.

Please complete the form above and provide any additional information requested.

If your declared country/countries of residence for tax purposes is not the same as that of theFinancial Institution and is either the US or is on the OECD list of countries which have agreed toexchange information (http://www.oecd.org/tax/transparency/AEOI-commitments.pdf), the FinancialInstitution will be obliged to share this information with it’s local tax authority who may then share itwith other relevant local tax authorities.

Failure to validly complete and return this form will result in you being reported onwards to therelevant local tax authority. Additionally, if this form has been issued in conjunction with anapplication for a new holding, then your application may be adversely impacted.

Definitions of terms used in this form can be found below.

If your registered address (or name) has changed, then you must advise us separately. Any detailsyou enter in the ‘‘Tax Residence Address’’ will be used for tax purposes only and will not be usedto update your registered details.

If any of the information about your tax residency changes, you are required to provide theCompany with a new, updated, self-certification form within 30 days of such change incircumstances.

JOINT HOLDERS (IF RELEVANT)

All joint holders are treated as separate holders for these tax purposes and every joint holder isrequired to give an Individual Tax Residency Self-Certification. If any one or more is reportable, thevalue of the whole shareholding will be reported for all joint shareholder(s).

If we do not receive the self-certification from each joint shareholder, then the whole holding will betreated as undocumented and all holders (including those who have completed the self-certificationform) will be reported to the relevant tax authorities.

If you have any remaining questions about how to complete this form or about how todetermine your tax residency status you should contact your tax adviser.

DEFINITIONS

The OECD Common Reporting Standard for Automatic Exchange of Financial Account Information(‘‘The Common Reporting Standard’’) http://www.oecd.org/tax/automatic-exchange/common-reporting-standard/ contains definitions for the terms used within it. However, the followingdefinitions are for general guidance only to help you in completing this form.

‘‘Account Holder’’

The Account Holder is either the person(s) whose name(s) appears on the share register of aFinancial Institution. Or where Link holds the shares on your behalf, the person whose nameappears on the register of entitlement that Link maintains.

‘‘Country/Countries of residence for tax purposes’’

You are required to list the country or countries in which you are resident for tax purposes,together with the tax reference number which has been allocated to you, often referred to as a taxidentification number (TIN). Special circumstances (such as studying abroad, working overseas,or extended travel) may cause you to be resident elsewhere or resident in more than one countryat the same time (dual residency). The country/countries in which you might be obliged to submit atax return are likely to be your country/countries of tax residence. If you are a US citizen or hold aUS passport or green card, you will also be considered tax resident in the US even if you liveoutside the US.

‘‘Tax Identification Number or TIN’’

The number used to identify the shareholder in the country of residence for tax purposes.

Different countries (or jurisdictions) have different terminology for this and could include such as aNational Insurance number, social security number or resident registration number. Some

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jurisdictions that do issue TINs have domestic law that does not require the collection of the TINfor domestic reporting purposes so that a TIN is not required to be completed by a shareholderresident in such jurisdictions. Some jurisdictions do not issue a TIN or do not issue a TIN to allresidents.

‘‘US Citizen’’

* All US citizens. An individual is a citizen if that person was born in the United States or if theindividual has been naturalized as a US citizen.

* You can also be a US citizen, even if born outside the United States if one or both of yourparents are US citizens.

If you have any questions about these definitions or require further details about how tocomplete this form then please contact your tax adviser.

NOTHING IN THIS DOCUMENT CAN BE CONSIDERED TO BE TAX ADVICE.

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