Greensphere Capital

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document you should consult a person authorised for the purposes of FSMA who specialises in advising on the acquisition of shares and other securities. A copy of this document, which comprises a prospectus relating to Greensphere Capital PLC, prepared in accordance with the Prospectus Rules of the FCA made pursuant to section 73A of FSMA, has been delivered to the FCA and has been made available to the public 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 issue and issued pursuant to the Issue and the Placing Programme to be admitted to the premium segment of the Ofﬁcial List and to trading on the Main Market. It is expected that Admission in respect of the Issue will become effective, and that dealings in the Ordinary Shares issued pursuant to the Issue will commence, on 20 December 2017. It is expected that Admissions in respect of the Placing Programme will become effective, and that dealings in the Shares issued pursuant to the Placing Programme will take place between 21 December 2017 and 29 November 2018. All dealings in Shares prior to the commencement of unconditional dealings will be at the sole risk of the parties concerned. The Shares are not dealt in on any other recognised investment exchanges and no applications for the 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 the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts 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 the section headed ‘‘Risk Factors’’ in this Prospectus, when considering an investment in the Company.

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 Ordinary Shares of US$0.01 each at an Issue Price of US$1.00 per Ordinary Share

PLACING PROGRAMME of up to 500 million Ordinary Shares and/or C Shares

ADMISSION TO THE OFFICIAL LIST AND TRADING ON THE PREMIUM SEGMENT 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 Conduct Authority, 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 other person (whether or not a recipient of this Prospectus) as its client in relation to the Issue and the Placing Programme and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the Issue, the Placing Programme, the contents of this Prospectus or any transaction or arrangement referred to in this Prospectus. Apart from the responsibilities and liabilities, if any, which may be imposed on Numis by FSMA or the regulatory regime established thereunder, Numis does not make any representation express or implied in relation to, nor accepts any responsibility whatsoever for, the contents of this Prospectus or any other statement made or purported to be made by it or on its behalf in connection with the Company, Greensphere Advisors, Greensphere Capital Partners, Ecofin, the Shares, the Issue or the Placing Programme. Numis accordingly, to the fullest extent permissible 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 any other statement. The Shares have not been and will not be registered under the US Securities Act, or the securities laws of any other jurisdiction of the United States, or under any of the relevant securities laws of Canada, the Republic of South Africa, New Zealand or Japan or their respective territories or possessions. The Shares may not (unless any exemption from such registration or laws is available) be offered or sold, directly or indirectly, within the United States, or to, or for the account or 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 or possessions. No public offering of the Shares is being made in the United States. The Shares are being 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 not be registered under the United States Investment Company Act of 1940, as amended (the ‘‘US Investment Company Act’’) and, as such, investors will not be entitled to the benefits of the US Investment Company Act. A US Person that acquires Shares may be required to sell or transfer these Shares to a person qualified to hold Shares or forfeit the Shares if the transfer is not made in a timely manner. Prospective investors should consider carefully (to the extent relevant to them) the notices to residents of various countries set out in Part 9 of this Prospectus. This Prospectus is dated 30 November 2017.

ii 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

iii SUMMARY

Summaries are made up of disclosure requirements known as ‘Elements’. These elements are numbered in Sections A-E (A.1-E.7). This summary contains all the Elements required to be included in a summary for this type of security and issuer. Because some Elements are not required to be addressed there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted into the summary because of the type of security and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of ‘not applicable’.

Section A – Introduction and warnings

A.1 Warning This summary should be read as an introduction to this Prospectus. Any decision to invest in the securities should be based on consideration of this Prospectus as a whole by the investor. Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, under the national legislation of an EU Member State, have to bear the costs of translating this Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled this summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus or it does not provide, when read together with the other parts of this Prospectus, key information in order to aid investors when considering whether to invest in such securities.

A.2 Subsequent resale of Not applicable. No consent has been given by the issuer or any person securities or final responsible for drawing up this Prospectus for the subsequent resale or placement of securities final placement of securities by or through financial intermediaries. through financial intermediaries

Section B – Issuer

B.1 Legal and commercial Greensphere Capital PLC name

B.2 Domicile and legal form The Company was incorporated in England and Wales under the Companies Act 2006 as a public company limited by shares on 16 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 operating subsidiary. The Company will invest directly in the assets comprising the Listed Portfolio but may (but is not obliged to) make its investments in the 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 the Company’s capital or voting rights. The Directors are not aware of any person or persons who could, directly or indirectly, jointly or severally, exercise control over the Company.

1 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 the Capricorn Investment Group to subscribe for approximately 28 million Ordinary Shares in the Issue through a holding entity. Mr Yadigaroglu (Director) and Mr Orum (Investment Committee member) are both Partners of Capricorn Investment Group. The Directors have indicated that it is their intention to subscribe for the following Ordinary Shares pursuant to the Issue:

Ian Nolan 100,000 Ordinary Shares Jon Moulton 1,300,000 Ordinary Shares Simon Peckham 250,000 Ordinary Shares Divya Seshamani 250,000 Ordinary Shares Ion Yadigaroglu 100,000 Ordinary Shares An entity connected with Ms Seshamani will be issued with 366,650 Ordinary Shares and an entity connected with Mr Moulton will be issued 1,628,350 Ordinary Shares on Admission by way of Initial Consideration for the transfer of the business of Greensphere Capital Partners to Greensphere Advisors, together with Deferred Consideration of a number of Ordinary Shares to be issued on the date on which the Company’s annual accounts for the ﬁnancial year ended 31 December 2020 are published. The Ordinary Shares issued in satisfaction of the Deferred Consideration obligation will be equal in value to the difference between 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 Ms Seshamani and Mr Moulton) have the discretion to waive any of the conditions, such that the Deferred Consideration is payable notwithstanding that any of the Deferred Consideration Conditions are not satisﬁed, although no such waiver is currently contemplated. Ordinary Shares issued in satisfaction of the Deferred Consideration obligation will be issued at the direction of Ms Seshamani and at the direction of Mr Moulton in the proportions of 77.7 per cent. to Ms Seshamani and 22.3 per cent. to Mr Moulton. No Director holds any other Ordinary Shares. There are no different voting rights for any Ordinary Shareholder.

B.7 Key ﬁnancial information Not applicable. The Company has not commenced operations and no ﬁnancial statements have been made up as at the date of this Prospectus.

B.8 Key pro forma ﬁnancial Not applicable. This document does not contain any pro forma ﬁnancial information information.

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

B.10 Description of the nature Not applicable. The Company has not commenced operations and no of any qualifications in financial statements have been made up as at the date of this the audit report on the Prospectus. historical financial information

2 B.11 Insufﬁciency of working Not applicable. The Company is of the opinion that, taking into account capital Minimum Net Proceeds, the working capital available to the Group is sufﬁcient for the Group’s present requirements, being for at least the next 12 months from the date of this Prospectus.

B.34 Investment policy Investment Objective The Company’s investment objective is to provide Shareholders with an attractive yield from a geographically and sectorally diverse portfolio and to realise long-term growth in the capital value of the Company. The Company intends to make distributions of income and to maintain and grow the 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 cents per Ordinary Share in its second financial year, 6 cents per Ordinary Share in its third financial year and will target an annual dividend of at least 6 cents per Ordinary Share thereafter*. The Company will also target a total return (including dividends paid to Shareholders and growth in the Net Asset Value per Ordinary Share, but excluding Share price performance) of 10-12 per cent. per annum 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 Sustainable Infrastructure investments which mitigate against the key risks 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 investments geographically and across sub-sectors of the Sustainable Infrastructure universe to achieve a balance of risk exposure across both the Private Portfolio and the Listed Portfolio. The Directors expect that the Investment Portfolio will be comprised principally of Sustainable Infrastructure Investments in the United States, Canada, Western Europe, the United Kingdom and the Nordic countries and in other OECD countries where they 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 businesses located in non-OECD countries. The Sustainable Infrastructure Investments that the Company will invest in will comprise assets and businesses that are involved in one or more of 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 supply chain 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 make any distributions or have any capital appreciation at all.

3 The Company intends to acquire investments in assets and businesses which 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. Portfolio Composition The Private Portfolio will be managed by the Management Team and the Listed Portfolio will be managed by Ecofin. Private Portfolio The Private Portfolio will be comprised of Sustainable Infrastructure Investments that the Management Team believes will deliver an appropriate risk-adjusted internal rate of return, and dividends 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 Infrastructure investments in the Private Portfolio for extended periods, and, as such, there will not be a fixed term for investments. Over the long-term, the Company aims to enhance the capital value (both through acquisitions and organic portfolio growth) of its investments and the income derived therefrom for the benefit of Shareholders. The Company may invest in assets and projects that are operational as well as those that are under construction or development. No more than 30 per cent. of the Net Asset Value of the Private Portfolio will be invested in Sustainable Infrastructure Projects that are in construction or under development. Sustainable Infrastructure Investments for the Private Portfolio will be sourced by the Management Team and it is likely that investment opportunities will also be originated by the Directors and the Investment 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 and other 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 of companies in the ‘‘Renewable Infrastructure Universe’’ which are listed or traded on one or more global stock exchanges. In addition to traditional corporate structures, the Listed Portfolio may be invested in limited partnerships, renewable infrastructure funds, closed-end funds which, in turn, invest in income producing assets. The Company (for the account of the Listed Portfolio) may also write covered (but not uncovered) options regarding names in the Renewable Infrastructure Universe and may retain cash and cash equivalents for use as collateral or pending reinvestment. The intention is that at least 85 per cent. of the Listed Portfolio will be capable of being liquidated within 20 trading days. Allocation between the Private Portfolio and Listed Portfolio The Management Team, in consultation with the Board, will determine the proportion of the Company’s investments that will be allocated to the Private Portfolio and the Listed Portfolio from time to time, subject to appropriate supervision and oversight by the AIFM.

4 In determining the allocation, regard will be had to the diversiﬁcation and spread of risk in the Company’s Investment Portfolio as a whole, the availability of appropriate Sustainable Infrastructure investments for inclusion in the Private Portfolio, the valuations of investments suitable for 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 adopted the following investment restrictions 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 will be 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 will be 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 in securities issued by the same issuer; d) No more than 40 per cent. of the Net Asset Value of the Listed Portfolio may be invested in securities issued by issuers in respect of which the Company has an exposure of more than 5 per cent. of the Net Asset Value of the Listed Portfolio; e) No more than 30 per cent. of the Net Asset Value of the Private Portfolio in aggregate shall be invested in Sustainable Infrastructure Investments that are in their construction or development phases; and f) No more than 30 per cent. of the Net Asset Value of the Private Portfolio shall be invested in Sustainable Infrastructure Projects located 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 of a change in the value of any investment or of the Net Asset Value of the Company as a result of the investment restrictions, save that the Company shall have regard to its object of ensuring a spread of investment risk on a continuing basis. There is no seed portfolio. As at the date of this Prospectus, the Company has not entered into any 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 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 for investment purposes. Any decision to incur indebtedness will be taken by the Management Team within such parameters as are approved by the Board from time to time. The Directors intend to keep borrowings to below 30 per cent. of the Company’s Net Asset Value, and the Company will only incur borrowings in excess of this target if the borrowings are 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’s underlying investments (and measures of indebtedness will, 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 Transparency Rules, MAR and the rules of the London Stock Exchange. The Company intends, at all times, to conduct the affairs of the Company so as to enable it to qualify as an investment trust for the purposes of section 1158 of the CTA 2010. The Company will be an EU alternative investment fund or ‘‘AIF’’ for the purposes of the Alternative Investment Fund Managers Directive.

B.37 Typical investor Typical investors in the Company are expected to be institutional and sophisticated investors 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 professionally advised).

B.38 Investment of 20 per Not applicable. cent. or more in single underlying asset or investment company

B.39 Investment of Not applicable. 40 per cent. or more in single underlying investment company

B.40 Service providers Greensphere Capital Partners Greensphere Capital Partners will manage the Private Portfolio. The business of Greensphere Capital Partners will be transferred to Greensphere Advisors (the Company’s wholly-owned subsidiary) on Admission, and as such the Company does not pay any external management fees or performance fees in relation to the Private Portfolio. Greensphere Capital Partners is authorised and regulated by the FCA and has applied to extend the scope of its regulatory permissions in connection with the Private Portfolio Management Agreement. Ecofin The Company has appointed Ecofin to act as the alternative investment fund manager or ‘‘AIFM’’ of the Company pursuant to the AIFM Agreement. Ecofin has also been appointed by the Company to manage the Listed Portfolio on the terms of the Listed Portfolio Management Agreement. As AIFM, Ecofin will be entitled to receive from the Company an annual fee of £75,000, payable monthly in arrears. The management fee payable 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 Depositary of the Company pursuant to the Depositary Agreement. The Depositary is entitled to receive an annual depositary fee of 3 basis points of the Net Asset Value up to US$100 million, 2 basis points of the Net Asset Value in excess of US$100 million up to US$300 million, and 1 basis point of the Net Asset Value in excess of US$300 million, with a minimum annual fee of £25,000. The Depositary will be entitled to a variable custody fee of between 0.5 and 5 basis points, depending on where the assets are located, together with transaction fees where applicable.

6 Administrator Praxis has been appointed to provide administration and company secretarial services to the Company including calculating the Net Asset Value, keeping minute books, administering insider lists for the purposes of MAR, assisting with regulatory compliance pursuant to the Disclosure Guidance and Transparency Rules and Listing Rules and preparing announcements, pursuant to the Administration Agreement. The Administrator is entitled to an annual fee at a ﬁxed rate of £140,000 per annum, payable monthly in arrears (increasing with RPI). Registrar and Receiving Agent Link Asset Services has been appointed as both Registrar to the Company and Receiving Agent for the Issue pursuant to the Registrar Agreement and the Receiving Agency Agreement respectively. The Registrar will be entitled to various fees, including an annual registration fee of £6,500 and certain additional charges on a per item basis. The Receiving Agent in entitled to professional advisory and processing fees with an aggregate minimum charge of £9,700 plus certain additional processing charges on a per item basis. Auditors PricewaterhouseCoopers LLP will provide audit services to the Company. The annual report and accounts will be prepared according to accounting standards in line with IFRS. The fees charged by the Auditors will depend on the services provided, computed (inter alia)on the 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 Tax which (if applicable) will be payable in addition to the fees above.

B.41 Regulatory status of Greensphere Capital Partners is authorised and regulated by the FCA, investment managers with FCA number 548063. It has applied to extend the scope of its and depositary regulatory permissions in connection with the Private Portfolio Management 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. Shortly following Admission, Greensphere Advisors intends to apply to the FCA for the necessary regulatory permissions for it to act as the Company’s AIFM. Once it has obtained such permissions, it will replace Greensphere Capital Partners as manager of the Private Portfolio and will replace Ecofin as AIFM two years after Admission. The Depositary is a French credit institution subject to the supervision of the French Financial supervision authority, the Autorite´ de controˆle Prudentiel. The Depositary acts through a branch established in the UK.

B.42 Calculation of Net The Administrator will calculate the unaudited Net Asset Value per Share Asset Value on a weekly basis. Such calculations will be notiﬁed through a Regulatory Information Service and will also be available on the Company’s website. The Listed Portfolio will be valued on a weekly basis. The AIFM will appoint 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 investment undertaking and as such there is no cross liability between classes or investment in another collective investment undertaking.

B.44 Key ﬁnancial information Not applicable. The Company has not commenced operations and no ﬁnancial statements have been made up as at the date of this Prospectus.

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

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

Section C – Securities

C.1 Type and class of The Company intends to issue up to 500 million Ordinary Shares of securities being offered US$0.01 each pursuant to the Issue and up to 500 million Ordinary and/or admitted to trading Shares and/or C Shares pursuant to the Placing Programme. Application will be made for Shares issued pursuant to the Issue, and the Placing Programme as well as the one Ordinary Share currently in issue and the Ordinary Shares to be issued pursuant to the Greensphere Capital Partners SPA to be admitted to the Ofﬁcial List and to trading on the premium segment of the London Stock Exchange’s Main Market for Listed Securities. The ISIN of the Ordinary Shares is GB00BD9PXG32 and the SEDOL is BD9PXG3. The ticker for the Ordinary Shares is GCAP. The ISIN, SEDOL and ticker for any C Shares to be issued pursuant to the Placing Programme will be announced at the time of the relevant Subsequent Placing through a Regulatory Information Service.

C.2 Currency of the The currency of denomination of the Issue and Placing Programme is securities issued Dollars.

C.3 Number of securities Set out below is the issued share capital of the Company as at the date in issue of this Prospectus:

Nominal Value per share Number

Management Shares £1.00 50,000 Ordinary Shares US$0.01 1 C.4 Description of the Ordinary Shares rights attaching to the The holders of Ordinary Shares are entitled to receive, and participate in, securities any dividends or other distributions paid by the Company out of the proﬁts of the Company attributable to the Ordinary Shares. On a winding up, once the Company has satisﬁed all of its liabilities, holders of Ordinary Shares are entitled to all the surplus assets of the Company attributable to the Ordinary Shares. Holders of Ordinary Shares are entitled to attend and vote at all general meetings of the Company and, on a poll, to one vote for each Ordinary Share held. C Shares Holders of C Shares of a tranche will be entitled to receive, and participate in, any dividends declared only insofar as such dividend is attributed, at the sole discretion of the Directors, to the assets of the

8 Company attributable to the C Shares of that tranche. Holders of C Shares of a tranche will be entitled to participate in a winding up of the Company or on a return of capital in relation to the surplus assets of the Company attributable to the C Shares of that tranche. The C Shares shall carry the right to receive notice of, and to attend or vote at, any general meeting of the Company in the same manner as the Ordinary Shares (notwithstanding any difference in the respective Net Asset Values of the C Shares and Ordinary Shares). The C Shares will convert into Ordinary Shares on the basis of the Conversion Ratio (as deﬁned in the Articles) calculated as at the Calculation Time (as deﬁned in the Articles). The Ordinary Shares to be issued following conversion of C Shares will rank pari passu with the Ordinary Shares then in issue for dividends and other distributions declared, made or paid by reference to a record date falling after conversion.

C.5 Restrictions on the Shares are freely transferable, subject to the restrictions contained in the free transferability of Articles, which are summarised below: the securities The Board may decline to register any transfer of any Share in certificated form or (to the extent permitted by the Act) uncertificated form which is not fully paid or on which the Company has a lien, or in a limited number of circumstances that would otherwise require the Company and/or the Advisers to be subject to or operate in accordance with certain US Laws or regulations (including ERISA or the Investment Company Act), provided that this would not prevent dealings in the Shares from taking place on an open and proper basis. The registration of transfers may be suspended at such times and for such periods (not exceeding 30 days in the aggregate in any one calendar year) as the Directors may decide except that, in respect of any Shares which are participating shares held in an uncertificated system (such as CREST), the register of members shall not be closed without the consent of the relevant authorised operator of that system.

C.6 Admission Applications will be made to the UK Listing Authority for all of the Ordinary Shares in issue and to be issued pursuant to the Issue and in accordance with the Greensphere Capital Partners SPA and all Ordinary Shares and/or C Shares issued pursuant to the Placing Programme to be admitted to the premium segment of the Ofﬁcial List and to the London Stock Exchange for all such Shares to be admitted to trading on the Main Market. It is expected that Admission in respect of the Issue will become effective, and that dealings in the Ordinary Shares issued pursuant to the Issue will commence, on 20 December 2017. It is expected that Admissions in respect of the Placing Programme will become effective, and that dealings for normal settlement in Shares issued pursuant to the Placing Programme will take place, between 21 December 2017 and 29 November 2018.

C.7 Dividend policy The Company intends to distribute at least 85 per cent. of its distributable income earned in each financial year by way of dividends. The Company will target a dividend of 3 cents per Ordinary Share in its first financial year, 5 cents per Ordinary Share in its second financial year, 6 cents per Ordinary Share in its third financial year and will target an annual dividend of at least 6 cents per Ordinary Share thereafter. Investors should note that the target dividends are targets only and not a profit forecasts.

9 The Company’s financial year end is 31 December, with the first financial period ending on 31 December 2018. Following the first financial period where only one distribution is expected, distributions on the Ordinary Shares are expected to be paid twice a year, normally in respect of the six month periods to 30 June and 31 December, and are expected to be made by way of dividends. The Company may offer Shareholders the opportunity to receive dividends in the form of further Shares. Dividends will be declared on the C Shares only in the event that there is material net income available for distribution to the holders of the C Shares of the relevant tranche.

C.22 Information about the Shares issued pursuant to the Placing Programme may be issued as underlying shares Ordinary Shares and/or C Shares at the discretion of the Directors. C Shares will constitute a separate class of Shares in the Company. The currency of denomination of the C Shares is Dollars. The C Shares will convert into Ordinary Shares on the basis of the Conversion Ratio (as defined in the Articles) calculated as at the Calculation Time (as defined in the Articles). The Ordinary Shares to be issued following conversion of C Shares will rank pari passu with the Ordinary Shares then in issue for dividends and other distributions declared, made or paid by reference to a record date falling after conversion. Applications will be made to the UK Listing Authority for all of the Ordinary Shares and/or C Shares to be issued pursuant to the Issue and the Placing Programme to be admitted to the premium segment of the Official List and to the London Stock Exchange for all such Shares to be admitted to trading on the Main Market. It is expected that Admissions in respect of the Placing Programme will become effective, and that dealings for normal settlement in Shares issued pursuant to the Placing Programme will take place, between 21 December 2017 and 29 November 2018. C Shares are freely transferable, subject to the restrictions contained in the Articles in relation to transfers of Shares generally.

Section D – Risks

D.1, Key information on * There can be no assurance that the investment objective of the D.2 the key risks that are Company will be achieved or that the Company’s portfolios of speciﬁc to the issuer investments will generate the rates of return referred to in this or its industry Prospectus. There is no guarantee that any dividends will be paid in respect of any ﬁnancial year or period or that any capital appreciation will be achieved. * Market conditions may delay or prevent the Company from making appropriate investments that generate attractive returns. Adverse market conditions and their consequences may adversely affect the Management Team’s ability to identify and invest in Sustainable Infrastructure investments for the Private Portfolio and delivering the returns necessary for the Company to meet its investment objective. * The Company’s investments may include investments in businesses which generate revenue from underlying assets in sustainable sectors such as wind farms, solar parks, biomass plants and wastewater treatment plants. These types of businesses are subject to volume risk and there is a risk that volumes may fall below initial projections and this may result in a reduction in expected revenues for these businesses.

10 * The Company’s revenues will be materially dependent upon the quality and performance of the material and equipment with which the assets in the Investment Portfolio are constructed and maintained, the comprehensiveness of the operational and management contracts entered into in respect of each project and concession within the Investment Portfolio, and the operational performance, efficiency and life-span of the equipment and components used in relation to the Sustainable Infrastructure assets. Problems in the foregoing areas may result in the generation of lower revenues, higher operating costs and/or unexpected capital expenditure and lower levels of project efficiency than anticipated, which could have a material adverse effect 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 past performance. * The success of the Company will depend upon the expertise of the Directors, the Investment Committee and the Management Team implementing the Investment Policy of the Company, and of the Advisers in identifying, selecting, managing and developing appropriate investments. There is no certainty that key investment professionals currently working for the Advisers will continue to work for the Advisers, that the Advisers will continue as the Advisers throughout the life of the Company, or that the membership of the Board or the Investment Committee will not change during the life of the Company. The impact of a departure of key personnel on the ability of the Company to achieve its investment objective cannot be determined. * Investments in the Private Portfolio may be illiquid and a sale may require the consent of other interested parties. Such investments may therefore be difficult to value and realise. Such realisations may involve significant time and cost and/or result in realisations at levels below the value of such investments estimated by the Company.

D.3 Key information on * The value of an investment in the Company is subject to normal the risks specific to market fluctuations and other risks inherent in investing in the securities securities. There is no assurance that any appreciation in value of the Shares will occur or that the investment objective will be achieved. The Shares may trade at a discount to the NAV attributable to them. * It may be difficult for Shareholders to realise their investment and there may not be a liquid market in the Shares. * Future distributions of the Company, including potential growth therein, and prospects of the Company’s underlying Net Asset Value, are based on assumptions that are not profit forecasts and cannot 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 of subscriptions received pursuant to the Issue and the costs of the Issue. Assuming 500 million Ordinary Shares are to be issued pursuant to the Issue, it is expected that the Company will receive approximately US$490 million in cash from the Issue, net of fees and expenses associated with the Issue and payable by the Company of approximately US$10 million, or 2 per cent. of the Gross Issue Proceeds.

11 The net proceeds of the Placing Programme are dependent on: (i) the aggregate number of Shares issued pursuant to the Placing Programme; and (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$1.00 each); and (iii) the costs of the Placing Programme.

E.2a Reasons for the Issue, The Directors believe that there are attractive opportunities for the use of proceeds and Company to deliver value for Shareholders through investment in estimated net amount of Sustainable Infrastructure Investments. proceeds The estimated Net Issue Proceeds of the Issue are US$490 million, assuming the maximum Gross Issue Proceeds of US$500 million are raised. If the Company raises US$200 million under the Issue, the Net Issue Proceeds would be US$196 million. The net proceeds of the Placing Programme are dependent on: (i) the aggregate 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$1.00 each); and (iii) the costs of the Placing Programme. The Company’s principal use of the proceeds of the Gross Issue Proceeds and any cash raised from any Subsequent Placing will be to acquire investments in accordance with the Investment Policy, to pay the expenses related to the Issue or the relevant Subsequent Placing (as applicable), to pay ongoing operational expenses of the Company and to provide sufﬁcient working capital for the Company.

E.3 Terms and conditions The Issue of the offer The Ordinary Shares are being made available under the Issue at US$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 such other date as the Company and Numis may agree, being not later than 31 December 2017; (b) the Issue Agreement having become unconditional in all respects (save as to each subsequent Admission under the Placing Programme) and not having been terminated in accordance with its terms before Admission; and (c) the Issue Net Proceeds being equal to or exceeding US$196 million. If any of these conditions are not met, the Issue will not proceed and Shareholders who have applied for Ordinary Shares will have any sums paid to the Company returned to them. The Placing Programme Following the Issue, the Company proposes to implement the Placing Programme. Each Subsequent Placing pursuant to the Placing Programme is conditional upon (inter alia): (a) Admission of the Shares issued pursuant to each Subsequent Placing by 8.00 a.m. on such date 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 Subsequent Placing and not having been terminated in accordance with its terms before the relevant Admission; and (c) a valid supplementary prospectus being published by the Company if required by the Prospectus Rules. If any of these conditions are not met in respect of any Subsequent Placing under the Placing Programme, the relevant issue of Shares will not proceed. There is no minimum size of the Placing Programme and Subsequent Placings under the Placing Programme will not be underwritten.

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

E.5 Name of person selling Not applicable. No person is offering to sell the securities as part of the securities / lock up Issue. agreements

E.6 Dilution Not applicable.

E.7 Expenses charged Other than in respect of the Issue Costs which the Company intends to to the investor pay out of the proceeds of the Issue, there are no commissions, fees or expenses to be charged to investors by the Company in connection with the Issue. The Issue Costs will be capped at 2 per cent. of the Gross Issue Proceeds. The costs and expenses of any Subsequent Placing will be limited to 2 per cent. of the gross proceeds of such Subsequent Placing. All Shares issued as Ordinary Shares pursuant to the Placing Programme will be issued at a premium to the latest published Net Asset Value per Ordinary Share which is at least sufﬁcient to cover the costs and expenses of the relevant Subsequent Placing. The costs and expenses of any Subsequent Placing of C Shares will be deducted from the gross proceeds of such Subsequent Placing and will be borne by those C Shareholders that subscribed under the relevant Subsequent Placing.

13 RISK FACTORS

Investment in the Company carries a degree of risk including but not limited to the risks in relation to the Company, the Group, the Issue, the Placing Programme and the proposed investments referred to below. The risks referred to below are the risks which are considered to be material but are 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 the Directors do not currently consider to be material or of which the Company and the Directors are not currently aware. Potential investors should review this Prospectus carefully and in its entirety and consult with their professional advisers before acquiring any Shares. If any of the risks referred to in this Prospectus or any other risks were to occur, the financial position and prospects of the Company could be materially adversely affected. If that were to happen, the trading price of the Ordinary Shares and/or C Shares (as the case may be) and/or Net Asset Value and/or the level of dividends or distributions (if any) received from such Shares could decline significantly and investors 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 this Prospectus headed ‘‘Summary’’ are the risks that the Board believes to be the most essential to an assessment by a prospective investor of whether to consider an investment in the Issue and/or Placing Programme. However, as the risks which the Company faces relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not 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 the risks and merits of such investment; who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company; for whom an investment in the Shares constitutes part of a diversified investment portfolio; who fully understand and are willing to assume the risks involved in investing in the Company; and who have sufficient resources to bear any loss (which may be equal to the amount invested) which might result from such investment. Typical investors in the Company are expected to be institutional and sophisticated investors 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 professionally advised). Investors should consult their stockbroker, bank manager, solicitor, accountant or other independent 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 no operating history. No historical ﬁnancial statements or other meaningful operating or ﬁnancial data upon which prospective investors may base an evaluation of the likely performance of the Company has been prepared. All investments in the Company are therefore subject to all the risks and uncertainties associated with a new business, including the risk that the Company will not achieve its investment objective.

No Guarantee of Returns A prospective investor should be aware that the value of an investment in the Company is subject to normal market ﬂuctuations and other risks inherent in investing in securities. There is no guarantee that any appreciation in the value of the Company’s investments will occur and investors may not get back the full value of their investment. The value of the investments and the income derived therefrom may fall as well as rise and investors may not recover the original amount invested in the Company. Any investment objective of the Company is a target only and should not be treated as an assurance or guarantee of performance. The success of the Company will depend (amongst other things) 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 suitable investments will be available or that any investment will be successful. Competition for investment opportunities may result in increased purchase prices and/or reduced returns.

14 Prospective investors should be aware that the periodic distributions which are expected to be made to Shareholders will comprise amounts periodically received by the Company in repayment of, or being distributions on, its Investment Capital in investments in the Investment Portfolio, including distributions of operating receipts of investment entities. Returns from underlying investments may not be distributed regularly or may be distributed on a less frequent basis than that on which the Company intends to make distributions to Shareholders. Similarly, any distributions may comprise third-party co-investment and management fee revenue and/or fees relating to the Legacy Management Agreements. Whilst it is intended that such revenues will accrue to the Company or Greensphere Advisors, such fees may be paid on a less frequent basis than that on which the Company intends to make distributions to Shareholders. There can therefore be no guarantee that the Company will be in a position to pay dividends in the manner and timeframe described in this Prospectus.

The Company’s targeted returns for the Ordinary Shares are based on assumptions which the Directors consider reasonable. However, there is no assurance that all or any assumptions will be justiﬁed, and the Company’s returns may be correspondingly reduced. In particular, there is no assurance that the Company will achieve its distribution and/or IRR targets, which for the avoidance 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 are recognised in the Company’s income statement under IFRS, this may affect the proﬁtability of the Company (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 the Company and, therefore, any positive return for Shareholders will depend on the Company’s assets being 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 to trading on the main market of the London Stock Exchange and will be freely transferable, the ability of Shareholders to sell their Shares in the market, and the price which they may receive, will depend on market conditions. The Shares may trade at a discount to their respective Net Asset Values and it may be difficult for a Shareholder to dispose of all or part of his or her Shares at any particular time. Market liquidity in the shares of investment companies is frequently less than that of shares issued by larger companies traded on the London Stock Exchange. There can be no guarantee that attempts by the Company to mitigate such a discount will be successful or that the use of discount control mechanisms (such as the share buyback and tender offer powers as described in Part 4 of this Prospectus) will be possible or advisable. There is no guarantee that the market price of the Ordinary Shares and/or C Shares will fully reflect their underlying Net Asset Value.

The Company has the ability, subject to certain Shareholder approvals, to make tender offers for Ordinary Shares and to make market purchases of Ordinary Shares from Shareholders. Any such tender 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, or market purchases of, all or any part of their Shares. Shareholders cannot therefore require the Company 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 of Shareholders to realise their investment.

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

15 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 the net proceeds of issuing such C Shares have been invested in accordance with the Company’s Investment Policy (prior to which the assets of the Company attributable to the C Shares are segregated from the assets of the Company attributable to the Ordinary Shares). A C Share issue under the Placing Programme would therefore permit the Board to raise further capital for the Company whilst avoiding any immediate dilution of investment returns for existing Shareholders which 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 not subscribe successfully for such number of C Shares as is equal to his or her proportionate ownership of existing Ordinary Shares, his or her proportionate ownership and voting interests in the Company will be reduced and, when the C Shares issued eventually convert to Ordinary Shares, the percentage that his or her Ordinary Shares will represent of the total share capital of the 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 Ordinary Shares. As such, if an existing Shareholder does not subscribe successfully for such number of further Ordinary Shares under any future offer as is equal to his or her proportionate ownership of existing Ordinary Shares, his or her proportionate ownership and voting interests in the Company may be reduced and the percentage that his or her Ordinary Shares will represent of the total share 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), be awarded the right to acquire Shares. While the number of newly issued Shares that may be awarded under the LTIP is restricted, the issue of any such Shares will reduce the proportionate ownership and voting rights of existing Shareholders and the percentage that their Shares represent 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 Placing Programme (subject to obtaining the requisite Shareholder approvals), existing Shareholders may not have any pre-emption rights in relation to those further Shares (for example where Shareholders vote to disapply pre-emption rights in respect of an issue). As such, if an existing Shareholder does not subscribe successfully for such number of further Shares under any future offer as is equal to his or her proportionate ownership of existing Shares, his or her proportionate ownership and voting interests in the Company may be reduced and the percentage that his or her Shares 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 by Shareholders in the Issue and/or Subsequent Placings and/or any further issues of Shares following completion of the Placing Programme. The Issue and any Subsequent Placing will not be registered under the US Securities Act. Securities laws of certain other jurisdictions may also restrict the Company’s ability to allow participation by Shareholders in such jurisdictions in the Issue, the Placing Programme or any future issue of shares carried out by the Company. Existing and prospective Shareholders who have a registered address in, or who are resident in or who are citizens of, countries other than the United Kingdom should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to acquire Shares under the Issue or any Subsequent Placing under the Placing Programme.

16 Co-investment and Management Fee Revenue It is anticipated that investments in the Private Portfolio will sometimes be wholly-owned by the Company and in other instances the Company’s capital may be invested alongside third-party capital managed by the Management Team. While it is intended that all third-party origination and asset 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 enter into any such third-party relationships and therefore that such revenue streams will exist. As such there 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 the Company. Such Shareholders’ interests may not be aligned to the interests of other Shareholders and such Shareholders may seek to exert inﬂuence over the Company. In the event that such Shareholders are able to exert inﬂuence to the detriment of other Shareholders, this may have an adverse effect on Shareholder returns.

Currency Risk If an investor’s currency of reference is not Dollars, currency fluctuations between the investor’s currency of reference and the base currency of the Company may adversely affect the value of an investment 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 of conversion and exchange control regulations will directly affect the value of the Company’s investments and the ultimate rate of return realised by investors. Whilst the Company and its Group entities may enter into hedging arrangements to mitigate this risk to some extent, there can be no assurance that such arrangements will be entered into or that they will be sufficient to cover such risk.

Hedging Risk Should the Company or its underlying investment entities elect to enter into hedging or similar arrangements to protect against inﬂation risk, currency risk and/or interest rate risk (and it will be under no obligation to do so), the use of instruments to hedge such inﬂation, currency risk and/or interest rate risk carries certain risks, including the risk that losses on a hedge position will reduce the Company’s earnings and funds available for distribution to investors and that such losses may exceed the amount invested in such hedging instruments. There is no perfect hedge for any investment, and a hedge may not perform its intended purpose of offsetting losses on an investment and, in certain circumstances, could increase such losses. The Company may also be exposed to the risk that the counterparties with which the Company and/or its investment entities trade may cease making markets and quoting prices in such instruments, which may render the Company or relevant investment entity unable to enter into an offsetting transaction with respect to an open position. Although the Company and its underlying investment entities will select the counterparties with which they enter into hedging arrangements with due skill and care, there will be residual risk that a counterparty may default on its obligations.

Valuations All investments owned directly or indirectly by the Company will be valued in accordance with the Company’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 and additional capital raised. Valuations of the assets of the Company as a whole may also reﬂect accruals for expected or contingent liabilities, the amount or incidence of which is inevitably uncertain. It follows that some unfairness may arise between departing, continuing and new investors. A valuation is only an estimate of value and is not a precise measure of realisable value. Ultimate realisation of the market value of an asset depends to a great extent on economic and other conditions beyond the

17 control of the Company, and valuations do not necessarily represent the price at which an investment can be sold. All valuations made by the Company or advised on by the Advisers are made, in part, on valuation information provided by third parties (including entities in which the Company may directly or indirectly invest). The Company and the Advisers may not be in a position to conﬁrm the completeness, genuineness or accuracy of such information or data. In addition, such ﬁnancial reports are typically provided on a periodic basis and generally are issued one to four months after their respective valuation dates. Consequently, each periodic Net Asset Value contains information that may be out of date and that requires updating and completing. Shareholders should bear in mind that the actual Net Asset Values may be materially different from and may be lower than these periodic valuations and that the reported Net Asset Values of the Company are only required to be audited annually. They are not required to be represented by the Company to be the value that 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 the Company’s investments.

Distributions The amount of distributions and future distribution growth will depend on the Company’s underlying Investment 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 Private Portfolio. 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 investment opportunities will arise or be identified by the Management Team or that where such investment opportunities do arise these will be executed. Where an investment opportunity does arise, the Company may determine that the assets in the Listed Portfolio represent better relative value at that moment in time and decide not to execute such Private Portfolio opportunity. This may affect the Company’s anticipated returns and distributions to Shareholders and its ability to meet its investment objective. Any change or incorrect assumption in the tax treatment of dividends or interest or other receipts received by the Company (including as a result of withholding taxes or exchange controls imposed by jurisdictions in which the Company invests) may reduce the level of distributions received by Shareholders. In addition, any change in taxation or the accounting policies, practices or guidelines relevant to the Company, its investments and distributions to Shareholders may reduce or delay the distributions received by investors. The Company’s ability to pay dividends will be subject to the 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 the Board. The payment of any such dividends will generally depend on the Company’s ability to generate realised profits, which, in turn, will depend on (among other things) the Company’s ability to acquire investments which pay dividends or repay capital, its financial condition, its current and anticipated cash needs, its costs and the net proceeds on sale of its investments and legal and regulatory restrictions. The payment of dividends by the Company is subject to the Company having sufficient distributable reserves for such purposes. The availability of such reserves is, in part, subject to steps which have yet to be taken for the court approval of a reduction of the Company’s share premium account. The Company has passed a resolution to cancel its share premium account as that account will stand following completion of the Issue, and will apply to the High Court of Justice in 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 such application will be successful.

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

18 Company becomes subject to a liability, parties seeking to have the liability satisﬁed may have recourse to the Company’s assets generally and may not be limited to any particular asset, such as the asset giving rise to the liability. To the extent that the Company chooses to use special purpose entities for individual transactions to reduce recourse risk (and it may, but will be under no obligation 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, including investment and disposal decisions, of the Company.

Contagion Risk The Company is authorised to issue more than one class of Shares, including Ordinary Shares and C Shares. New Shares issued pursuant to the Placing Programme may be issued as Ordinary Shares 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 in respect of other classes of Shares, which they do not themselves own, if there are insufﬁcient assets 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/or C Shares at the discretion of the Directors. One of the circumstances in which the Directors may determine 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 be able to fully deploy shortly after issue, in order to mitigate the risk of cash drag on the Ordinary Shareholders. In this scenario, pending conversion of such C Shares into Ordinary Shares and Deferred Shares, the holders of such C Shares will not be exposed to the same investment portfolio as the holders of Ordinary Shares and the holders of Ordinary Shares will not be exposed to the same investment portfolio as the holders of C Shares, which will include the undeployed cash or near-cash. Once a certain proportion of the proceeds of the issue of such C Shares has been invested, such C Shares will convert into Ordinary Shares and Deferred Shares (as described more fully in Part 6 of this Prospectus). In these circumstances, the length of time that it may take to invest the proceeds of an issue of C Shares pursuant to a Subsequent Placing prior to conversion, and the fact that an element of the investment portfolio attributable to the C Shares will be held in cash or near-cash pending conversion, may result in the Net Asset Value performance of such C Shares diverging signiﬁcantly from that of the Ordinary Shares between Admission and conversion 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 Investment Committee and the Management Team in formulating and implementing the Investment Policy of the Company, and of the Advisers in identifying, selecting, managing and developing appropriate investments. There is no certainty that key investment professionals currently working for the Advisers will continue to work for the Advisers, that the Advisers will continue as the Advisers throughout the life of the Company, or that the membership of the Board or the Investment Committee will not change during the life of the Company. Key personnel could become unavailable due, for example, to death or incapacity, as well as due to resignation. There may be regulatory changes in the areas of tax and employment that affect pay and bonus structures and may have an impact on the ability of the Advisers to recruit and retain staff or the Company to attract prospective Board members. In the event of any departure for any reason, it may take time to transition to alternative personnel, which ultimately might not be successful. The impact of such a departure on the ability of the Company to achieve its investment objective cannot be determined.

Key Person Continuation Vote If at any time prior to the third anniversary of the date of Admission, Ms Seshamani ceases to be employed by Greensphere Advisors (or any other member of the Group), the Company will propose a continuation vote to Shareholders. If the Shareholders do not vote to continue the

19 Company, the Directors will formulate proposals to be put to the Shareholders within six months of such 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 deferred assets and liabilities) to Greensphere Advisors. While the business being transferred to Greensphere Advisors has been valued by BDO LLP, there can be no assurance that the Company 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 are affiliated or by whom they are employed may be involved in other financial, investment or other professional activities which may cause potential conflicts of interest with members of the Group and their investments. In particular, these parties may, without limitation: provide services similar to those provided to the Group to other entities; buy, sell or deal with infrastructure assets on their own account (including dealings with the Group); and/or take on engagements for profit to provide services including but not limited to origination, development, financial advice, transaction execution, asset and special purpose vehicle management with respect to infrastructure assets and entities including those that are or may be owned directly or indirectly by the Company. Interested Parties will not in any such circumstances be liable to account for any profit earned from any such services. The Advisers and their directors, officers, employees and agents and the Directors will at all times have due regard to their duties owed to members of the Group and where a conflict arises they will 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 as well as leverage at the asset level. The use of leverage may increase the exposure of investments to adverse economic factors such as rising interest rates, severe economic downturns or deteriorations in the condition of an investment or its market. Any facility agreement that the Company enters into is likely to contain certain covenants and restrictions in favour of the lending bank(s). Depending on the securities package of the lending bank(s), breach of these covenants might put the Company’s assets as a whole at risk. The Directors will continue to actively monitor and manage the Company’s ﬁnancing requirements with the 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 selling a portion of the capital structure thereof, there is a risk that the Company will be unable to complete successfully such a restructuring, refinancing or sale. This risk might arise for a number of reasons including but not limited to macroeconomic, political, reputational or asset specific reasons leading to there being no (or only a reduced) rationale to complete a restructuring. Any such failure could lead to increased risk and cost to the Company having a material adverse effect on the Company’s financial position, results of operations, business prospects and returns for investors.

Cybercrime and Use of Technology Cybercrime is the attempted or actual exploitation of vulnerabilities in internet and electronic systems for ﬁnancial gain. Cybercrime is a growing risk for the Company and its investments in common with other businesses. Cybercrime could affect the Company’s operations in a number of ways, including the theft of intellectual property or competition sensitive or price sensitive information, deliberate crashing or hacking of systems, fraudulent access to funds or counterparty data and reputational damage. Losses arising from these events may have a material adverse effect on the Company’s ﬁnancial position, results of operations, business prospects and returns for investors.

20 The use of information technology also involves risks of accidental loss of data, physical loss of systems and criminal activity. If the systems of the Company, any of its subsidiaries, or of the Advisers were to fail, or be otherwise compromised, the Company may not be able to carry out its business 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 employees including the members of the Management Team from Admission. The Company may therefore be indirectly exposed to potential employer and/or pension liabilities under applicable legislation and regulations, 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, results of 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 will include (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 extent of 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 to inflation and, therefore, portfolio-wide increases/decreases in cashflows due to inflation at variance to the Company’s inflation expectations would impact positively or negatively on Company cashflows. More specifically, the revenues and expenditure of many infrastructure projects in general are frequently partly or wholly index-linked. It is also the case that some regulatory support mechanisms for infrastructure projects and concessions feature indexation. From a financial modelling perspective, an assumption is usually made that inflation will exist at a long-term rate (which may vary depending on country and prevailing inflation projections). The effect on revenue and price projections and more generally on investment returns if inflation overshoots or undershoots the original projections for this long-term rate is dependent on the nature of the underlying project earnings and any indexation provisions agreed with the relevant counterparty on any project. The consequences of higher or lower levels of inflation than those assumed by the Company will not be uniform across the portfolio. The Company is also exposed to the risk of changes to the manner in which inflation is calculated by the relevant authorities. The Company’s ability to meet targets may therefore be adversely or positively affected by inflation and/or deflation. An investment in the Company cannot be expected to provide protection from the effects of inflation or deflation.

Foreign Exchange Movements The Company may hold directly or indirectly some of its investments in entities in jurisdictions with currencies other than Dollars but reports its NAV, pays dividends and may borrow corporate level debt in Dollars. Changes in the rates of foreign currency exchange are outside the control of the Company 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’s currency of reference and the base currency of the Company may adversely affect the value of an investment in the Company. Fluctuations in exchange rates between Dollars and the relevant local currencies and the costs of conversion and exchange control regulations will directly affect the value of the Company’s investments and the ultimate rate of return realised by investors. Whilst the Company may enter into hedging arrangements to mitigate this risk to some extent, there can be no assurance that such arrangements will be entered into or that they will be sufficient to cover such risk.

21 Interest Rates Changes in market rates of interest can affect the Company’s investments in a variety of different ways: * Changes in the general level of interest rates can affect the spread between, amongst other things, the income on its assets and the expense of its interest-bearing liabilities, the value of its interest-earning assets and its ability to realise gains from the sale of assets (should this be desirable). * Changes in interest rates may also affect the valuation of the Company’s investments by impacting the valuation discount rate. Interest rates are sensitive to many factors, including governmental, monetary and tax policies, domestic and international economic and political considerations, fiscal deficits, trade surpluses or deficits, regulatory requirements and other factors beyond the control of the Company. * The Company may finance its activities with either fixed and/or floating rate debt. With respect to any floating rate debt, the Company’s performance may be affected if it does not limit the effects of changes in interest rates on its operations by employing an effective hedging strategy, including engaging in interest rate swaps, caps, floors or other interest rate contracts, or buying and selling interest rate futures or options on such futures. There can be no assurance that such arrangements will be entered into or that they will be sufficient to cover 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 therefore the Company’s activities. Capacity in debt markets can act as a constraint to deal flow in the primary 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 the expansion of the Company’s portfolio. Other companies, funds and investment businesses are participants in the sectors that fall within the Company’s Investment Policy and there may be further entrants in future. Competition for appropriate investment opportunities may increase, thus reducing the number of opportunities available to, and adversely affecting the terms upon which investments can be made by, the Company, and thereby limiting the growth potential of the Company.

(D) RISKS RELATING TO THE COMPANY’S INVESTMENT STRATEGY: PRIVATE PORTFOLIO AND LISTED PORTFOLIO Volume Variability Investment by the Company in Sustainable Infrastructure will include investment in businesses which generate revenue from underlying assets in sustainable sectors; this may include assets such as wind farms, solar parks, biomass plants and wastewater treatment plants. These types of businesses are subject to volume risk, for example the amount of energy generated by a wind farm (and the consequent revenues) will be dependent on the prevailing meteorological conditions and the amount of energy generated by a biomass plant will depend on the volume and quality of available 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 ﬁnancial performance of investments in such assets. There is a risk that volumes may fall below initial projections 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 be certain and may change in such a way in the future as to have a material adverse effect on the Company’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 the material and equipment with which the assets in the Investment Portfolio are constructed and maintained, the comprehensiveness of the operational and management contracts entered into in respect of each project and/or concession within the Investment Portfolio, and the operational performance, efﬁciency and life-span of the equipment and components used in relation to the

22 Sustainable Infrastructure assets. Problems in the foregoing areas (such as a defect or a mechanical failure in the equipment or a component, or an accident, which causes a decline in the operating performance of a component and the availability of any replacement for damaged or defective equipment or components) may result in the generation of lower revenues, higher operating costs and/or unexpected capital expenditure. They may also result in lower levels of project efficiency than anticipated, which could have a material adverse effect on the Company’s financial 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 fail to 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 will not rely substantially on novel technology and that such equipment and systems will have a significant track record of use in other projects. On acquisition, the relevant equipment will typically also have demonstrated operational performance. Even so, components can fail and repair or replacement costs, in addition to the costs of lost production of energy or processing capacity, can be significant. Furthermore, should equipment fail or not perform properly after the expiry of any warranty or performance guarantee period and should insurance policies not cover any related losses or business interruption (including but not limited to security risks, technology failure, manufacturer defects, 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, could have a material adverse effect on the Company’s financial position, results of operations, business prospects 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 in investments which are not publicly traded or freely marketable and a sale may require the consent or cooperation of other interested parties. Such investments may therefore be difﬁcult to value and realise. Such realisations may involve signiﬁcant time and cost and/or result in realisations at levels below 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 are not deployed in the Listed Portfolio within the periods anticipated by the Directors, this may affect opportunities to increase the Company’s Net Asset Value and the Company’s ability to meet its distribution targets. Furthermore, the Company’s returns are reliant on the general volume invested in, and performance of, the Private Portfolio. There can be no guarantee that the Company will deploy its capital in the manner anticipated. Any delays in the speed of capital deployment may have an adverse impact on the Company’s ﬁnancial position, results of operations, business prospects and returns to investors.

Exposure to Power Prices The Company may make investments in projects and concessions with revenue exposure to power prices. The market price of electricity is volatile and is affected by a variety of factors, including market demand for electricity, the generation mix of power plants, government support for various forms of power generation, as well as fluctuations in the market prices of commodities and foreign exchange. Whilst some of the investments in the Investment Portfolio may benefit from fixed price arrangements for a period of time, others may have revenue which is in part based on prevailing power prices. Many factors could lead to changes in market demand for electricity, including changes in consumer demand patterns. Increased usage of smart grids, a rise in demand for electric vehicle charging capacity and residential participation in renewable energy generation could all impact demand levels and patterns for electricity. There can be no guarantee that the Company’s investments will be positively impacted by such changing dynamics.

23 The supply of electricity also impacts the wholesale electricity price. Supply of electricity can be affected by new entrants to the power market, new interconnectors, the generation mix of power plants, government policy (including but not limited to support for various generation and storage technologies), as well as the market price for fuel commodities. The emergence of technologies such as blockchain and energy storage techniques may impact the supply dynamics of electricity and may have a negative impact on the power prices that the Company is exposed to. New market entrants (including power plants not currently being operated) may increase the supply of electricity 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 or undergo a major refurbishment. The timing and costs of such replacements or refurbishments is typically forecast based upon manufacturers’ data and warranties and specialist advisers may be retained from time to time to assist in such forecasting of lifecycle timings and costs and in the technical analysis of the build quality and asset life for all components of the assets in the Investment Portfolio. However, shorter than anticipated asset lifespans or cost inflation higher than forecast 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 costs being less than anticipated. Any increased cost implication not otherwise passed down to subcontractors will generally be borne by the affected investment and could have a material adverse effect on the Company’s financial position, results of operations, business prospects and returns to investors. It is expected that the lifecycle costs of renewable projects will continue to follow a downward trajectory, 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 level that is economically beneficial for the Company’s investments. In addition, inadequate provision for lifecycle 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, amongst other things, buildings, other capital assets, contents and third-party risks (for example arising from damage to property). Certain risks may be (or become) uninsurable in the insurance market or subject to an excess or exclusions of general events (for example the effect of war) and it is not possible to guarantee that insurance 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 insurance coverage 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, which could in turn have a material adverse effect on the Company’s financial position, results of operations, business prospects and returns to investors.

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

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

24 this ﬁnancial liability, the contractor will often have a shorter term obligation to return to site in order to carry out any remedial works for a pre-agreed period. There is a risk that such liabilities cannot be adequately enforced and there will not normally be recourse to any third party for any defects which arise after the expiry of these limitation periods. If liability for the defect cannot be enforced against the contractor or a third party, the investment will bear the costs arising from the defect, including third party claims and repair costs, which are likely to reduce the Company’s returns from such investment and ultimately could have a material adverse effect on the Company’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 or used in relation to a project or concession, including, but not limited to, clean-up and remediation liabilities, such project or concession may, subject to its contractual arrangements and the relevant laws, be required to contribute financially towards any such liabilities, and the level of such contribution may not be restricted by the value of the sites or by the value of the Company’s total investment in the relevant project or concession. This may have a material adverse effect on the Company’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 a source 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 effects on the natural environment or humans. Claims for nuisance can arise due to changes in the local population, operational changes, or the increased impact of new assets constructed subsequently in the vicinity, and irrespective of compliance with limits contained in planning consents or other relevant permits. This could also lead to increased cost from legal action, compliance with new operational conditions and/or abatement of the processing or generation activities for an affected plant. Such increased cost could have a material adverse effect on the Company’s financial position, 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 those relating to reduction of carbon emissions and energy efficiency. New rules may also be introduced from time to time. While there are a number of global initiatives ongoing, individual countries in which 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, for instance if it is responsible for energy supply in relation to the facilities it provides or if it is aggregated with other holding companies under applicable rules. Compliance will entail additional administration costs and may result in increased costs, for instance through the purchase of allowances, 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 the structure of companies and partnerships below these. In most cases, the Company expects that investments will be held in structures that are designed to prevent any failure in one investment creating liabilities that could be enforced against other investment owning entities. It is possible that in some circumstances such arrangements may be judged impractical or that there may be beneﬁts to the Company and/or the Group in grouping investments together – where this happens this may expose a whole group of assets to risks arising in respect of only one or certain of such assets. Moreover, there may be cases where, through regulation or other legislative arrangement, ring fencing individual investments into separate entities is not effective and the legislative consequence is to make other investments (or the Company) liable for the acts, omissions or liabilities of a particular investment.

Termination of Contracts It is likely that generally all contracts affecting the Company and the underlying projects and concessions will have the option to be terminated early in certain circumstances including, but not limited to, breach of contract. While the terms of each contract will determine the outcome of

25 termination in each case, it should be appreciated that where a contract is terminated this may have a material adverse effect on the Company’s ﬁnancial position, results of operations, business prospects and returns for investors. In cases where the terms of an underlying contract with a counterparty are breached due to default of the investment entity or force majeure then that contract can usually be terminated without compensation. Failure to receive the amount of revenue projected on termination of a contract will have a consequential impact on the Company’s cashﬂow and value. In cases where compensation is payable, such compensation may only cover the senior debt in the relevant project or concession and may not include amounts to repay Investment Capital, or may only cover the nominal value of Investment Capital in such project or concession. Any compensation 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 breaking any interest rate hedging arrangements. Typically, senior lenders will have security over any compensation proceeds.

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

Physical Asset Risk The Company indirectly invests in physical assets used by or beneﬁtting the public and thus is exposed to possible risks, both reputational and legal, in the event of damage or destruction to such assets and their users including loss of life, personal injury and property damage. These risks may occur as a result of climate stress-related events. While the types of asset the Company intends 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 concession may be dependent on the underlying physical assets remaining available for use and continuing to meet certain performance standards. Failure to achieve such standards or maintain assets available for use disentitle (wholly or partially) the relevant investment to receipt of the income that it has projected to receive and thus have a material adverse effect on the Company’s ﬁnancial position, results of operations, business prospects and returns for investors.

Counterparty Risk The performance of the Company’s investments, particularly in the Private Portfolio, will be dependent on the complex set of contractual arrangements speciﬁc to each investment continuing to operate as intended. The Company is exposed to the risk that such contracts do not operate as intended, are incomplete, contain unanticipated liabilities, are subject to interpretation contrary to the Company’s expectation or otherwise fail to provide the protection or recourse anticipated by the Company. In particular, investments may be dependent on the performance of a series of counterparties to contracts including construction contractors, facilities management and maintenance contractors, asset and investment managers (including Greensphere Capital Partners and Greensphere Advisors (as applicable)), banks and lending institutions, regulatory bodies and others. Failure by one or more of these counterparties to perform their obligations fully or as anticipated could adversely affect the performance of affected investments or expose the investment entity to increased costs. Counterparties within the industries in which the Company operates are limited and the Company may not be able to engage suitable replacements or suitably diversify those counterparties it engages. There is no assurance that replacement or renewal contracts, where these can be obtained, can be negotiated on similar terms, and less favourable terms could result in increased operation and maintenance costs (either directly or through lower levels of, or no, contractual

26 compensation for poor availability) or more risk for the project or concession. In addition, the replacement contractors may levy a surcharge to assume the contract or charge more to provide the services and there will also be costs associated with the re-tender process. Despite sureties such as parent company guarantees and third-party bonds, these may not be recoverable from the defaulting contractor. In the event that such costs substantially increase over and above those currently 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 fixed through the use of interest rate swaps. The Company is therefore exposed if the counterparties 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 projects and concessions in which the Company invests. In these instances, the default or insolvency of such single contractor alone could adversely affect a number of the Company’s investments and thereby have a greater effect on returns to Shareholders. Although the Company will aim to avoid excessive reliance on any single contractor, and will have regard to this concern when making investments, the risk described above could be increased as more investments are acquired. * If, in the case of fuel or feedstock contracts, the counterparty fails to perform the services agreed or commits a material breach of the contract, this may result in the underlying infrastructure asset failing to perform adequately. If the relevant contractor or its guarantors (if any) or insurers fail to meet their obligations in respect of the liabilities that have been passed on to them then, to the extent the liability cannot be set off against the fees payable to the counterparty, the investment will not be compensated for any revenue loss and/or claims made against it which it suffers as a result of the subcontractor’s service failure. Ultimately such service failure could lead to termination of a project or concession contract. There may also be a loss of revenue during the time taken to find a replacement contractor, or the replacement contractor may levy a surcharge on top of costs associated with the tender process.

Changes to Contractual Arrangements All contracts are liable to change and the possibility of renegotiation. Additionally, contracts between investment entities and counterparties may in certain circumstances include provisions allowing the counterparties to require changes to the underlying project facilities and/or to the terms of project contracts. It is possible that changes required by a counterparty may have a negative effect on the Company if the actual economic position of the investment entity at the time of the change 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 including but not limited to central government departments, local and state governments, statutory corporations and regulatory bodies as well as a variety of private sector counterparties. Although the creditworthiness and authority of each such body to enter into project and concession contracts will be considered, the possibility of a default or change in regulatory approach remains. In the same way that it is not certain that central government will in all cases assume liability for the obligations of local and state governments, statutory corporations and regulatory bodies in the absence of a speciﬁc guarantee, or that central governments will themselves not default on their obligations, it cannot be certain that parent companies will assume the liabilities of their subsidiaries or themselves not default on their obligations. In case of a default, the relevant project or concession’s revenues may be less than projected and may as a consequence have a material adverse effect on the Company’s ﬁnancial position, results of operations, business prospects and returns for investors.

Construction and Development Risk The Company may acquire investments or interests in assets and projects which are under construction or in development.

27 Assets and projects that are being developed face the risk of failure to receive the necessary approvals required for the development, delays in the assumed project timelines and increases in the assumed project costs. These can come from changes in law or other regulatory requirements including 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/or may cost more than expected or be delivered later than expected. Where delay is caused which is attributable to the construction contractor, as described above under ‘‘Counterparty Risk’’, the contractual arrangements made in respect of a particular asset or project to protect against such risks may not be as effective as intended and/or contractual liabilities in respect of the asset or project may result in unexpected costs or a reduction in expected revenues. Projects are also sometimes required to carry out variations which involve construction works. Such variations may affect anticipated returns. Any adverse effect on the anticipated returns of the projects and concessions as a result of development or construction risks could have a material adverse effect on the Company’s ﬁnancial position, 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 the Company’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 receivable from users being less than expected and thus are exposed to levels of demand risk. There is a risk with such investments that demand and revenues fall below initial projections and this may in turn 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’’ projects where the bulk of payments are based on making the facilities available for use and do not depend substantially on the demand for or use of the project) may depend to a lesser degree on additional revenue from ancillary activities. The amount of additional revenue received from any such activities 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 biomass feedstock), such commodity may not be available on economically advantageous terms, or of the quality required to achieve the targeted outputs, or indeed may not be available at all. These risks would 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 to affect the performance of an asset or project for an extended period of time (for example six months or longer) it is likely that the rights and interests of the Company in the relevant investment can be terminated. In such circumstances, compensation (if any) would be unlikely to cover the amounts paid for the acquisition of the Investment Capital by the Company. Natural disasters, severe weather, accidents or other events outside the Company’s control could damage or reduce the efficiency of the assets within the Investment Portfolio. Earthquakes, lightning strikes, tornadoes, extreme winds, severe storms, floods, wildfires and other unfavourable weather conditions or natural disasters may damage, or require the shutdown of, operational infrastructure assets or related components or facilities. Events such as a terrorist attack, war, civil war, riot or armed conflict, radioactive, chemical or biological contamination and pressure waves may have a variety of adverse consequences for the Company, including damage or destruction of property owned or used in relation to projects and concessions, inability to use one or more such properties for their intended uses for an extended period, and injury or loss of life and litigation related thereto. Such risks may not be insurable or may be insurable only at rates that the Company deems uneconomic (on which see ‘‘Insurance’’ above). More widely, terror attacks and ongoing military and related action in various parts of the world could have significant adverse

28 effects on the world economy, securities, bond and infrastructure markets and the availability and cost of maintaining insurance. If any of the foregoing circumstances were to occur, these could have a material adverse effect on the Company’s ﬁnancial position, results of operations, business prospects and returns for investors.

Health and Safety The physical location, construction, maintenance and operation of Sustainable Infrastructure assets pose health and safety risks to those involved. Asset and project construction and maintenance may result in bodily injury or industrial accidents, particularly if an individual were to fall or be electrocuted. If an accident were to occur in relation to one or more of the Company’s underlying assets, the Company could be liable for damages or compensation to the extent such loss is not covered under existing insurance policies. Liability for health and safety could have a material adverse effect on the Company’s ﬁnancial position, results of operations, business prospects and returns 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 be limited experience of long-term operational problems, changes to government policies or other signiﬁcant changes that may arise in the future and which could result in unforeseen costs or liabilities resulting in underperformance or losses for the Company. This is an area of ongoing uncertainty 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 commit bribery as contemplated by the UK Bribery Act 2010, such investment entity could be subject to a potentially unlimited fine. This could have an adverse effect on the anticipated returns of the relevant investment and thus on the Company’s financial position, results of operations, business prospects 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 of fraud, for example on the part of a counterparty, contractor or service provider, this may result in losses which cannot be recovered which in turn could have an adverse effect on the Company’s financial 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 discounted value of their projected future cashflows, and as such will vary with (inter alia) movements in interest rates, government bond rates in the countries where the investments are based, and the competition for such assets. In addition, while Ecofin or the Management Team will undertake a review or due diligence exercise in connection with the purchase of investments, this may not reveal all relevant facts. There can be no certainty that the future cashflows projected to be received at any time will actually be received either at all or in the amounts or on the dates projected. Variances are certain to happen from time to time and any variances to these projections will affect the value of the Company’s investments and the income (if any) generated from them. In the case of the Private Portfolio, where the Company publishes its Net Asset Value such value will be the Company’s estimation of the Company’s Net Asset Value from time to time based on its current projections for future cashflow discounted to a present value using such discount factors as may seem appropriate to the Company from time to time. The discount factors used are themselves certain to change from time to time, being influenced by (for instance) interest rates and the perception of risk in the assets being valued. Investors should note that any Net Asset Value published in respect of the Private Portfolio may not have been independently appraised and should not be assumed to represent the value at which the Company’s Private Portfolio could be sold in the market at any time or that the assets of the Company within such portfolio are saleable readily or otherwise.

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

Decommissioning and Restoration Obligations In respect of some Sustainable Infrastructure assets, the relevant investment is obliged to comply with decommissioning and restoration obligations at the expiry of the life of the assets. It is customary (and, for some concession-based projects, obligatory) for funds to be put aside in order to cover the costs of any decommissioning or restoration obligations. The Company may incur decommissioning costs at the end of the life of a project, the quantum of which is uncertain and which may be more or less than the aggregate of such funds and any scrap value or re-powering benefits. To the extent that the Company incurs decommissioning costs which exceed the aggregate of such funds and any scrap value or re-powering benefits, this could have a material adverse effect on the Company’s financial position, results of operations, business prospects and returns to investors.

Investments in Subordinated and Securitised Debt The Company may have various interests in subordinated debt and securitised debt. The Company’s interests in securitised debt would likely rank behind other securitised debt interests with relatively greater seniority within the applicable securitisation structure. If the Company’s subordinated and securitised debt interests ranked behind the interests of senior and 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 be prejudiced by the terms of the priority arrangements applicable between it (or the relevant Group entity) and the more senior creditors (and thus returns may be affected) and the Company’s Investment Capital would thereby be at risk.

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

Equitable Subordination In addition to the contractual arrangements described above under ‘‘Investments in Subordinated and Securitised Debt’’, certain jurisdictions in which the Company may make investments may apply 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 those of 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 a degree of residual value to the Company once primary revenue generating contracts have expired or have been terminated. The Company makes assumptions as to the likely residual value obtainable at this time but these assumptions, as well as any related valuations, may be incorrect or change from time to time and the eventual residual value obtainable is likely to depend on a wide range of factors including (without limitation) market prices, government policy, and the continued need and demand for use of the asset. In respect of such assets there is a risk that the assumptions underpinning the residual value projections may be incorrect and that the actual residual value obtainable by the Company is lower than that anticipated. This may adversely affect the Company’s ﬁnancial position, results of operations, business prospects and returns for investors.

30 Lack of Residual Value, Wasting Assets and Further Acquisitions The Company may make investments in projects that have time-limited concession-based contracts or licences that will have few or no assets with any residual value to the Company after the concessions expire. Over time, unless the Company raises additional capital and acquires sufﬁcient new investments in projects with new concessions expiring at later dates, the value of the Company’s investment relating to investments in time-limited concession-based contracts or licences is expected to amortise to nil. This would result in the Company’s NAV being progressively reduced over time. While the Company intends to acquire investments throughout the life of the Company, there is no guarantee that any such later acquisitions will occur. As well as the effect on the Company’s NAV described above, if the Company has fewer investments with value as concessions expire, there will be fewer opportunities to enhance income and capital growth through ongoing management. In addition, other risks may become more acute as the Company’s Investment Portfolio is smaller and therefore less diversiﬁed.

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

Benchmarking/Market Testing Project and concession contracts for some infrastructure projects may contain benchmarking and/or market-testing regimes in respect of the cost of providing certain services, which operate periodically, typically every ﬁve years. These mechanisms may potentially alter the costs associated with the project or concession in respect of providing certain services. These mechanisms may expose the project or concession to losses arising from changes in some of its costs relative to its revenues, which may reduce the returns generated and have a material adverse effect on the Company’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 projected investment returns for the Company. These are in turn dependent on the outputs from other financial model forecasts at the underlying investment entity level. There may be errors in any of these financial models including calculation errors, incorrect assumptions, programming, logic or formulaic errors and output errors. Once corrected such errors may lead to a revision in the Company’s projections for its cashflows and thus impact on its valuation. The returns generated by any project or concession may be less than expected or even nil which in turn may adversely affect the Company’s financial position, results of operations, business prospects and returns for investors.

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

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

31 Covenants provided by an investment entity in connection with its senior debt are likely to be extensive and detailed. If certain covenants are breached, payments on Investment Capital are liable to be suspended. Additionally, if an event of default occurs the senior lenders may become entitled to ‘‘step in’’ and take responsibility for, or appoint a third party to take responsibility for, the rights and obligations of the investment entity under the project contract or its operations (as applicable), although the senior lenders will generally have no recourse against the Company in such 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 over Investment Capital in the project or concession or over its assets and to sell the project or concession or its underlying assets to a third party. The consideration for any such sale is unlikely to 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 the Company or another Group entity, whether the Company has a controlling interest in such investment or not, and could result in the value of Investment Capital being reduced or even nil or returns from investments being reduced. A breach of covenant or default by the Company in performing its obligations under any loan agreement made at the Company level with any person could 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 and purchase agreement and the carrying out, by the Company and its Advisers, of a suitable commercial, financial, technical and legal due diligence exercise and the satisfaction of certain other conditions (including raising sufficient proceeds from bank finance and/or further fundraisings and certain third-party approvals). Any sale and purchase agreement entered into by the Company or other Group entity for the acquisition of investments may include warranties provided for the benefit of the Company or Group entity (as applicable) by the seller(s) of such investments. Such warranties are likely to be limited 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 or exceeds such cap it is likely to be borne ultimately by the Company. Even if the Company or relevant Group entity does have a right of action in respect of a breach of warranty, there is no guarantee that the outcome of any claim will be successful, or that it will be able to recover anything from the seller(s) in question, and this could result in a capital loss to the Company which could 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 of their interests in the investments under the relevant sale and purchase agreement, as with any contractual arrangement there is a risk that they default on their contractual obligations to complete the acquisition in accordance with the sale and purchase agreement. If such default occurs, the Company or relevant Group entity may have to instigate legal proceedings against the seller(s) to enforce its rights under the sale and purchase agreement or to seek damages, which could have adverse consequences for the Company. There is no guarantee that the outcome of any claim would be successful, or that the Company or relevant Group entity would be able to recover anything from the seller(s). In addition, the value of an investment may reduce before completion in a way which does not give 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 guarantee that any such bid will be successful, the related costs will in any event be borne by the Company and, particularly if signiﬁcant, may have a material adverse effect on the Company’s ﬁnancial position, 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 to export electricity. Typically the particular grid operator is obliged to issue a connection offer to a generator upon its request, provided that there is sufﬁcient capacity on the grid. However, if such

32 form of system is revoked or access cannot otherwise be guaranteed, this could have a material adverse effect on the investment opportunities of the Company. Increased difﬁculties in, or obstacles to, connecting to the grid will have a material adverse effect on the investment opportunities of the Company in the affected country and could potentially diminish returns to investors.

Grid Congestion As the focus on renewable energy policy has increased in certain jurisdictions, there has been a notable increase in renewable energy projects, inevitably leading to higher demand for grid capacity. This has led to concerns of ‘‘grid congestion’’ where offers of capacity carry signiﬁcant cost and delay associated with major grid reinforcement. A lack of access to the grid or increased connection charges as a result of a higher demand for access in a particular country or region in which the Company has investments could have a material adverse effect on the Company’s ﬁnancial 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, the Company will need to ﬁnance investments either by borrowing, or issuing further Shares or liquidating a portion of the Listed Portfolio. Although the Company expects to be able to borrow at market rates prevailing at the relevant time, that there will be a market for further Shares, and that there will be sufﬁcient liquidity in the Listed Portfolio, there can be no guarantee that this will always be the case. A challenging macro-economic environment may have an impact on the availability of funds. Any borrowing by the Company has to comply with the limits on borrowing in the 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 Prospectus under the section entitled ‘‘Valuations’’ may be difﬁcult in certain circumstances. Where trading in the securities of an investee company is suspended, for example, those securities will be valued at their probable realisation value as determined by the Directors and the AIFM jointly in good faith having regard to their cost price, the price at which any recent transaction in the securities may have been effected, the size of the holding having regard to the total amount of such securities in issue, and such other factors as the Directors and the AIFM jointly, in their sole discretion, deem relevant in considering a positive or negative adjustment to the valuation. In such circumstances, there is a risk that the AIFM’s valuation of an asset may turn out to be inaccurate at 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 investments in shares will be subject to normal market risks. While diversiﬁcation among issuers may mitigate these risks, investors should expect ﬂuctuations in the value of equity securities held by the Company based on market conditions.

Market Risk The Company may fail to meet its investment objective owing to market risk. Market risk is associated with changes in market prices or interest rates. While the Company expects to hold a diversified Investment Portfolio, there are certain general market conditions in which any investment strategy is unlikely to be profitable. In particular, the Listed Portfolio may be relatively concentrated which could result in performance that is more volatile than the equity market as a whole. The Company does not have the ability to control or predict such market conditions. Although, with respect to market risk, the Company’s investment approach is designed to achieve broad diversification 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 Company could 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

33 barriers, currency exchange controls and national and international political circumstances may affect the price level, volatility and liquidity of securities and result in losses for the Company. In this 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 may invest in securities whose issuers are domiciled in emerging markets. Such investments in emerging markets are subject to greater risks than investments in developed countries. Among other things, emerging market investments may carry greater risks associated with limited public availability of information, volatile markets, less strict securities market regulation, less favourable tax provisions, and a greater likelihood of severe inflation, an unstable currency, corruption, war, nationalisation and expropriation of personal property, than investments in securities of issuers based in developed countries. In addition, investment opportunities in certain emerging markets may be restricted by legal limits on foreign investment in local entities. Emerging markets may not operate as efficiently as those in developed countries. Volume and liquidity levels are generally lower, little or no market may exist for the securities, and issuers are not generally subject to uniform accounting and financial reporting standards, practices and requirements comparable to those applicable to issuers based in developed countries, thereby potentially increasing the risk of fraud or other deceptive practices. Furthermore, the quality and reliability of official data published by the government or securities exchanges in emerging markets may 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-based derivatives), the values, volatility and liquidity of which vary with an issuer’s performance and movements in the broader equity markets. Numerous economic factors, as well as market sentiment, political and other factors, inﬂuence the value, volatility and liquidity of equities. At any given time, the Listed Portfolio may have investments in companies with smaller market capitalisations. 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 investment opportunities and to exploit price discrepancies in the financial markets, as well as to assess the import of news and events that may affect the financial markets. Identification and exploitation of the investment strategies to be pursued by the Company involves a high degree of uncertainty. No assurance can be given that Ecofin will be able to locate suitable investment opportunities in which to 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 as changes in interest rates or the credit status of an issuer, forced redemptions of securities or acquisition proposals, break-up of planned mergers, unexpected changes in relative value or changes in tax treatment.

Ecofin Ecofin will act as investment manager in respect of the Listed Portfolio. While Ecofin will make investments in accordance with the Investment Policy, it may also act for other clients with a similar or the same investment strategy as the Company. As such, while Ecofin will always act in the best interests of the Company, it will be subject to an internal trading allocation policy including making a fair allocation of aggregated orders between clients. This may limit the Company’s desired exposure to a particular investment or restrict the Company’s ability to completely withdraw from 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. In some jurisdictions, the development of renewable energy sources relies, to an extent, on the governing national and international regulatory and ﬁnancial support of such development. It is possible that this approach could be modiﬁed or changed in future, including as a result of a

34 change in government or a change in government policy. To the extent that the Company’s Investment Portfolio is exposed to renewable energy generating assets, any changes in such policies 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 expected returns for such assets. Unfavourable renewable energy policies, if applied retrospectively to operating projects, could adversely 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 and changes to energy trading, balancing and transmission charging) in countries where the Company invests and/or relating to assets to which the Company is exposed, could have a material adverse effect on the Company’s ﬁnancial position, results of operations, business prospects and returns to investors. There are a number of speciﬁc risks relating to the projects and concessions in which the Company may, directly or indirectly, invest that have exposure to electricity transmission and distribution networks. These include but are not limited to: * Risks relating to maintaining the connections of generating facilities to the electricity transmission 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 an impact on charges to, and payments received by, underlying projects; * Risks relating to grid constraints arising due to the intermittent nature of renewable energy generation; 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 to exit the European Union, which is commonly referred to as ‘‘Brexit’’. Following the referendum, the United Kingdom has formally given notice of its intention to the leave the European Union and negotiations are underway to determine the future terms of the United Kingdom’s relationship with the European Union, including, among other things, the terms of trade between the United Kingdom and the European Union. The effects of Brexit will depend, amongst other things, on any agreements the United Kingdom makes to retain access to European Union markets either during a transitional period or more permanently. Brexit could adversely affect the United Kingdom, European and worldwide economic and market conditions and could contribute to instability in global financial and foreign exchange markets including volatility in the value of Sterling and the Euro (Company assets may be denominated in both currencies and certain costs will be denominated in Sterling). Although the proceeds of the Issue and Placing Programme will be denominated in Dollars, investments can be made in Sterling and Euro as well as other currencies. Consequently the value of investments in the portfolio made in 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 volatility caused by Brexit in the shorter term. In the longer term, any changes to the AIFM’s ability to market using the passport (as described in the risk factor below entitled ‘‘Alternative Investment Fund Managers Directive’’) on which the Company is likely to rely to raise capital from certain investors based in the EEA as a result of Brexit or otherwise, could restrict the Company’s ability to raise capital and market its shares in the EEA. Brexit could also adversely affect the operational, regulatory, insurance and tax regime to which the Company is currently subject. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice, whether as a result of a United 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 given the political and economic uncertainty surrounding the nature of the United Kingdom’s future relationship with the European Union, could adversely affect the Company’s business, financial condition and cashflows. They could also negatively impact the value of the Company’s assets and

35 make accurate valuations of the Company’s shares and the investment interests of the Investment Portfolio more difﬁcult.

General Regulatory Risk relating to Sustainable Infrastructure The Sustainable Infrastructure sector is subject to extensive legal and regulatory controls, and the Sustainable Infrastructure assets that the Company is targeting will need to comply with all applicable laws, regulations and regulatory standards which, among other things, may require the Company and other Group entities to obtain and/or maintain certain authorisations, licences and approvals 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 with the conditions attached to the permit or is unable to operate within limitations that may be imposed by governmental permits or current or future land use, environmental or other regulatory or common law (judicial) requirements, this could lead to the investment in question being forced to cease or curtail operations, which would have a material adverse effect on the relevant underlying asset 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 the investment entity’s ability to operate the business in a way that maximises cashflows and profitability. The lease or concession may also contain clauses more favourable to the government counterparty 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 tax status or in tax legislation or practice (including in relation to taxation rates and allowances) or in accounting standards could adversely affect investment returns, which could affect returns to the Company.

Change in Government Policy and Attitudes While it is expected that the governments in the jurisdictions in which the Company intends to invest will generally be supportive of investment in Sustainable Infrastructure, if returns from Investment Capital reach a high level, there is a risk that governments may seek to recoup returns that they deem to be excessive either on individual projects or more generally, which would result in reduced returns to Shareholders.

Alternative Investment Fund Managers Directive The AIFM Directive seeks to regulate managers of private equity, hedge and other alternative investment funds. It imposes obligations on managers who manage AIFs in the EEA or who market shares in such funds to EEA investors. The Company is categorised as an EEA AIF for the purposes of the AIFM Directive and related regimes in relevant EEA member states. It is intended that the Company will be operated as an externally managed AIF. As Greensphere Advisors is newly formed, it does not at the date of this Prospectus have the relevant FCA permissions to act as AIFM to the Company. The Company has therefore appointed Ecofin as the Company’s AIFM under the AIFM Agreement with the intention that Greensphere Advisors will replace Ecofin as AIFM after two years, once it has obtained the necessary regulatory permissions. The Company is also required to appoint a depositary to enable the AIFM to comply with its obligations under the AIFM Directive. Pursuant to the Depositary Agreement, the Company has agreed 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 certain jurisdictions in the EEA. Once Brexit becomes effective, there is no guarantee that this will continue or on what terms. If the Company is unable to rely on these passporting rights, it will need to rely instead on the national private placement regimes throughout the EEA to the extent that 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.

36 Any regulatory changes arising in relation to the AIFM Directive (or otherwise) that limit the Company’s ability to market future issues of shares could have a material adverse effect on the Company’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 it to act as the Company’s AIFM. If the FCA does not grant Greensphere Advisors the requisite permissions or if there is a delay in obtaining these, then Ecoﬁn will continue as AIFM (until its appointment is terminated). Should Ecoﬁn continue as AIFM beyond the period anticipated, this will result 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 the scope of its regulatory permissions in connection with the Private Portfolio Management Agreement. 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 if there is a material delay, the management arrangements will need to be restructured in order for the 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 bodies or 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 of governmental bodies or regulators, could materially adversely affect the performance of Regulated Assets. The performance of any Regulated Assets is inﬂuenced by the regulatory targets and in some cases price controls established on a periodic basis by the relevant regulators. An adverse price determination could adversely affect the performance of those Regulated Assets and consequently impact upon the projected investment returns the Company receives from these assets. 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 its Advisers. The Company is required to comply with the UK Listing Rules, Disclosure Guidance and Transparency Rules applicable to issuers with premium listings and MAR. The AIFM is regulated by 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 prospects and 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 under corporate, securities, exchange control, foreign investment and other similar laws and may require financing 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 prevent capital flight, which may, for example, involve punitive taxation (including high withholding taxes) on certain securities or transfers or the imposition of exchange controls, making it difficult or impossible to exchange or repatriate foreign currency. These and other restrictions may make it impracticable for the Company to distribute the amounts realised from such investments at all or may force the Company to distribute such amounts other than in Dollars with all or a portion of the distribution being made in other foreign securities or currency. It also may be difficult to obtain and enforce a judgment in a court outside of the UK. The Company, as permitted under its Investment Policy, will invest predominately in OECD countries. Although the Company will undertake due diligence and take advice on each jurisdiction in which it intends to invest, the risk of the Company’s investments being subject to unforeseen risks specific to non-OECD countries and governments may be greater.

37 The Company, through due diligence investigations, will analyse information with respect to political and economic environments and the particular legal and regulatory risks in foreign countries before making 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 Company and consequently returns to investors.

Claims Against an Investment Entity Subcontractors and other counterparties may from time to time have claims against an investment entity in respect of a particular project or concession. Such claims are usually matched by a counterclaim that the investment entity has in relation to the project for the same matter, and the contracts normally provide that the investment entity’s liability is limited to what it recovers under the matched claim. However, such limitations may not always be effective and may not protect an investment entity if the fault lies with the entity itself. Any claim made against an entity in which the Company has invested could have a material adverse effect on the Company’s ﬁnancial position, results of operations, business prospects and returns to investors.

Defects in Contractual Documentation The contractual arrangements for Sustainable Infrastructure investments are structured so as to identify and mitigate the risks inherent in the underlying projects. However, despite technical, legal and ﬁnancial review, the contractual documentation may be ineffective in distributing or mitigating risks to the degree expected, resulting in unexpected costs or reductions in revenues which could have a material adverse effect on the Company’s ﬁnancial position, results of operations, business prospects and returns to investors.

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

Compensation The subscription for Shares and the performance of the Shares will not be covered by the Financial 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 the conditions for, approval as an investment trust pursuant to Chapter 4 of Part 24 of the Corporation Tax Act 2010. A failure to obtain or maintain HMRC approval as an investment trust (including as a result of a change in tax law or practice) could result in the Company not being able to beneﬁt from the current exemption for investment trusts from UK corporation tax on chargeable gains. This could 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 a close company for UK tax purposes, which is a requirement to obtain and maintain its status as an investment trust, as the Shares are freely transferable. The Company, in the unlikely event that it becomes aware that it is a close company, or otherwise fails to meet the eligibility conditions or requirements 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 of the investments held by the Company or the Group, affect the Company’s ability to provide returns to 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 tax circumstances and the tax effects of an investment in the Company. Statements in this Prospectus

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

Due Diligence and Reporting Obligations The Company will be required to comply with certain due diligence and reporting requirements under the International Tax Compliance Regulations 2015 as amended, which were enacted to meet the United Kingdom’s obligations under FATCA, the Common Reporting Standard developed by the OECD and the EU Directive on Administrative Cooperation in Tax Matters. Shareholders may be required to provide information to the Company to enable the Company to satisfy its obligations under the regulations. In certain circumstances, the Company may be required to provide the Shareholders’ information to HMRC and HMRC may pass this information on to tax authorities in other jurisdictions. Failure by the Company to comply with its obligations under the regulations may result in ﬁnes being imposed on the Company and, in such event, the target returns of the Company may be adversely affected.

39 IMPORTANT INFORMATION

This Prospectus should be read in its entirety before making any application for Shares. In assessing an investment in the Company, investors should rely only on the information in this Prospectus and any supplementary prospectus published by the Company prior to the relevant Admission. No person has been authorised to give any information or make any representations other than those contained in this Prospectus and any supplementary prospectus published by the Company prior to the relevant Admission and, if given or made, such information or representations 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, neither the delivery of this Prospectus nor any subscription or purchase of Shares made pursuant to this Prospectus shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since, or that the information contained herein is correct at any time subsequent 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 as an investor for its or their own account(s), may subscribe for the Shares and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in such securities of the Company, any other securities of the Company or other related investments in connection with the Issue, the Placing Programme or otherwise. Accordingly, references in this document to the Shares being issued, offered, subscribed or otherwise dealt with, should be read as including any issue or offer to, or subscription or dealing by, Numis and any of its affiliates acting as an investor for its or their own account(s). Numis does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

REGULATORY INFORMATION This Prospectus 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. Issue or circulation of this Prospectus may be prohibited in some countries. Prospective investors should consider carefully (to the extent relevant to them) the notices to residents 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 Shares should qualify as an ‘‘excluded security’’ and therefore be excluded from the FCA’s restrictions in COBS 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, Numis and/or any of their respective affiliates, directors, officers, employees or agents are not to be construed 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 other disposal of Shares; * any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of Shares which they might encounter; and * the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of Shares. Prospective investors must rely upon their own representatives, including their own legal advisers and accountants, as to legal, tax, investment or any other related matters concerning the Company and an investment therein. An investment in the Company should be regarded as a long-term investment and may not be suitable as short-term investments. There can be no assurance that the Company’s investment objectives will be achieved and investors may not get back the full value of their investment. Any

40 investment objective is a target only and should not be treated as an assurance or guarantee of performance. This Prospectus should be read in its entirety before making any investment in the Shares. All Shareholders are entitled to the beneﬁt of, are bound by, and are deemed to have notice of, the provisions of the Articles of Association of the Company which investors should review. The Articles of Association are summarised in Part 8 of this Prospectus and a copy of the full Articles is available at the Company’s registered ofﬁce.

TYPICAL INVESTORS An investment in the Company is suitable only for investors who are capable of evaluating the risks and merits of such investment, who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company, for whom an investment in the Shares constitutes part of a diversified investment portfolio, who fully understand and are willing to assume the risks involved in investing in the Company and who have sufficient resources to bear any loss (which may be equal to the whole amount invested) which might result from such investment. Typical investors in the Company are expected to be institutional and sophisticated investors 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 professionally advised). Investors should consult their stockbroker, bank manager, solicitor, accountant or other independent 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 a closed-ended investment company; (ii) the Shares are to be admitted to the premium segment of the 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 a UCITS or NURS should, however, satisfy itself that the Shares are eligible for investment by that UCITS or NURS, including the factors relating to that UCITS or NURS itself, specified in the Collective Investment Scheme Sourcebook of the FCA Handbook.

FORWARD-LOOKING STATEMENTS This Prospectus includes statements that are, or may be deemed to be, ‘‘forward-looking statements’’. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms ‘‘believes’’, ‘‘estimates’’, ‘‘anticipates’’, ‘‘forecasts’’, ‘‘projects’’, ‘‘expects’’, ‘‘intends’’, ‘‘may’’, ‘‘will’’ or ‘‘should’’ or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. 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 differ materially from those indicated in these statements. These factors include but are not limited to those described in the part of this Prospectus entitled ‘‘Risk Factors’’, which should be read in conjunction 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 future events and are subject to these and other risks, uncertainties and assumptions relating to the Company’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 on such forward-looking statements. These forward-looking statements apply only as of the date of this Prospectus. Subject to any obligations under applicable law or UK regulatory requirements (including FSMA, the Listing Rules, the Disclosure Guidance and Transparency Rules, the Prospectus Rules and MAR), the Company undertakes no obligation publicly to update or review any forward looking statement whether as a result of new information, future developments or otherwise. Prospective investors should specifically consider the factors identified in this Prospectus which could cause actual results to differ 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 8 of this Prospectus.

41 The actual number of Shares to be issued pursuant to the Issue and the Placing Programme will be determined by the Company (in conjunction with Numis). In such event, the information in this Prospectus should be read in light of the actual number of Shares to be issued pursuant to the Issue and the Placing Programme. The Company is offering up to 500 million Ordinary Shares through the Issue. The Company will also have the ability to issue up to 500 million Shares through the Placing Programme, giving a total maximum issue size under the Issue and Placing Programme of up to 1 billion Shares. However, the extent to which the Company uses the Placing Programme is likely to depend on the Company’s access to new investment opportunities, which cannot be guaranteed.

PRESENTATION OF INFORMATION Market, Economic and Industry Data Market, economic and industry data used throughout this Prospectus is derived from various industry and other independent sources. As far as the Company is aware and is able to ascertain from information published by such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Currency Presentation Unless otherwise indicated, all references in this Prospectus to ‘‘GBP’’, ‘‘Sterling’’, ‘‘pounds sterling’’, ‘‘£’’, ‘‘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 lawful currency of the Eurozone countries.

Latest Practicable Date Unless otherwise indicated, the latest practicable date for the inclusion of information in this Prospectus 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 base any decision to invest on the contents of this Prospectus and any supplementary prospectus published by the Company prior to Admission alone and should consult their professional advisers prior 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 the Management Team, Greensphere Capital Partners and Ecofin, and the investments made by funds managed, advised and/or operated by them (the ‘‘Track Record’’). Such information is not necessarily comprehensive, and prospective investors should not consider such information to be indicative of the possible future performance of the Company or any investment opportunity to which this Prospectus relates. The past performance of the Management Team, Greensphere Capital Partners and Ecofin is not a reliable indicator of, and cannot be relied upon as a guide to, the future performance of the Company. The Track Record information is based on valuation data compiled by Greensphere Capital Partners and Ecofin prior to the date of this Prospectus. The estimates referred to in the Track Record are generally based on unaudited valuations and may contain information which may be out of date, require updating or completing or otherwise be subject to error. Investors should not consider the Track Record information (particularly the past returns) contained in this Prospectus to be indicative of the Company’s future performance. Past performance is not a reliable indicator of future results and the Company will not make the same investments reflected in the Track Record information included herein. Prospective investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. The Company has no investment history. For a variety of reasons, the comparability of the Track Record information to the Company’s future performance is by its nature very limited. Prospective investors should consider the following factors which, among others, may cause the Company’s

42 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 of different persons in a variety of circumstances and those persons may differ from those who will manage the Company’s investments. Track Record information may or may not reflect the deduction of fees or the reinvestment of dividends and other earnings; * results can be positively or negatively affected by market conditions beyond the control of the Company, the Management Team, Greensphere Capital Partners or the AIFM, which may be different in many respects from those that prevail at present or in the future. Accordingly, the performance of investments originated now may be significantly different from those originated in the past; * the circumstances of the Company and the circumstances in which the Track Record information was generated may differ in a number of respects, including (but are not limited to) 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) use of leverage; (vi) performance targets; and (vii) investment horizons. All of these factors may affect returns and impact the usefulness of performance comparisons and as a result, none of the 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 Company may generate; and * the Company and any intermediate holding entities may be subject to taxes on some or all of their 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 will reduce the proceeds available from the sale of an investment to make future investments or distributions and/or pay the expenses and other operating costs of the Company. The gross total return and IRR figures contained within the Track Record may not take account of the tax levied above the portfolio company level, and therefore should not be taken as a guide to the returns that investors in the Company may expect. No representation is being made by the inclusion of the investment examples and strategies presented in the Track Record and/or elsewhere in this Prospectus that the Company will achieve performance 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 practice currently in force in England and Wales and are subject to changes therein.

43 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 for 11.00 a.m. on 14 December 2017 Subscription 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 of 20 December 2017 dealings, on the Main Market of the London Stock Exchange Ordinary Shares issued and CREST Accounts expected to be 20 December 2017 credited with uncertificated Ordinary Shares Dispatch of definitive share certificates for Ordinary Shares in As soon as possible after certificated form (where applicable) 3 January 2018

Placing Programme

Placing Programme opens 21 December 2017 Admission of the Shares to trading, and commencement of 8.00 a.m. on each day Shares are dealings, on the Main Market of the London Stock Exchange issued CREST accounts credited in respect of Shares in uncertificated As soon as possible after form 8.00 a.m. on each day Shares are issued Dispatch of definitive share certificates for Shares in certificated Approximately one week following form (where applicable) Admission of the relevant Shares Last date for Shares to be issued pursuant to the Placing 29 November 2018 Programme

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

44 ISSUE AND PLACING PROGRAMME STATISTICS

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

Issue Statistics Maximum number of Ordinary Shares to be issued pursuant to the 500 million Issue 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 Placing 500 million Programme Placing Programme Price per Ordinary Share Not less than the latest published Net Asset Value per Ordinary Share at the time of allotment, plus a premium to reﬂect the costs and 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.

45 DIRECTORS, AGENTS AND ADVISERS

Directors Ian Nolan (Chairman) Jon Moulton Simon Peckham Divya Seshamani (Chief Executive Officer) Ion Yadigaroglu Investment Committee Deirdre Cooper Paul Lester CBE Jon Moulton Ian Nolan (Chairman) William Orum Dr. Teh Kok Peng Divya Seshamani Registered office of the C/o PraxisIFM Fund Services (UK) Limited Company Mermaid House 2 Puddle Dock London EC4V 3DB Investment Manager in respect Greensphere Capital Partners LLP of Private Portfolio The Pavilion Penthouse Floor 96 Kensington High Street London W8 4SG AIFM and Investment Manager Ecofin Limited in respect of Listed Portfolio 15 Buckingham Street London WC2N 6DU Sponsor, Broker, Financial Numis Securities Limited Adviser and Bookrunner The London Stock Exchange Building 10 Paternoster Square London EC4M 7LT Administrator to Company and PraxisIFM Fund Services (UK) Limited Company Secretary Mermaid House 2 Puddle Dock London EC4V 3DB Registrar and Receiving Agent Link Asset Services The Registry 34 Beckenham Road Beckenham, Kent, BR3 4TU Auditors PricewaterhouseCoopers LLP 7 More London Riverside London SE1 2RT Reporting Accountants to the PricewaterhouseCoopers LLP Issue and Placing Programme 1 Embankment Place London WC2N 6RH Depositary CACEIS Bank, UK Branch Broadwalk House 5 Appold Street London EC2A 2DA Legal Advisers to the Company Hogan Lovells International LLP as to English Law Atlantic House Holborn Viaduct London EC1A 2FG Legal Advisers to the Sponsor Norton Rose Fulbright LLP as to English Law 3 More London Riverside London SE1 2AQ

46 HIGHLIGHTS

Investment Policy. The Company’s investment policy is to invest in a diversified portfolio of private 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 environmental sustainability and, in particular, on mitigation against the key risks of resource scarcity, input price and project life-cycle cost volatility, and climate stress. The Company will invest in Sustainable Infrastructure where it believes there is the significant ability to mitigate these risks and also to make 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 cents per Ordinary Share from the end of year three and a total return (including dividends paid and growth 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 Private Portfolio will be a portfolio of unlisted Sustainable Infrastructure Investments which will be managed by the Management Team. The Listed Portfolio will be a portfolio of liquid listed equities operating in the Sustainable Infrastructure sector managed by Ecofin. The Listed Portfolio will enhance both the opportunity set and diversification and will also provide investors with immediate exposure to the asset class, minimising cash drag. In both the Private and Listed Portfolios, the focus will be on 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 the Management Team whose members each have relevant blue-chip backgrounds in Sustainable Infrastructure investment. The Company’s Chief Executive Officer, Divya Seshamani, has over 17 years of experience in industrials, energy, clean tech and private equity. Ms Seshamani has been responsible for direct equity investments of over US$2 billion in deals totalling over US$20 billion in enterprise value (at the time Ms Seshamani was involved or employed in relation to these investments) 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. Ecofin specialises in Sustainable Infrastructure. The thematic approach of the Ecofin team dovetails with that of the Management Team. Ecofin manages over US$1 billion across a number of sustainable investment strategies. Independent and Experienced Board and Investment Committee. The Company’s Private Portfolio and Listed Portfolio investment teams are supported by an experienced Board with deep investment, operating and ESG credentials and an experienced Investment Committee with strong investment and ESG credentials. The Company expects the combined investment and execution expertise of the Board and Investment Committee, along with their exceptional business network to enhance the Company’s ability to access investment opportunities. Additional Co-investment and Management Fee Revenue. Investments in the Private Portfolio will sometimes be wholly-owned by the Company and in other instances the Company’s capital may be invested alongside third-party capital managed by the Management Team. All third-party origination and asset management fee income as well as a portion of any carried interest from such co-investments will accrue to the Company. Greensphere Advisors will also receive fees in respect of the Legacy Management Agreements. Innovative, Low Cost and Transparent Structure. The Company’s Ongoing Charges (excluding investment expenses) in the first financial year are expected to be approximately 0.7 per cent. of the Company’s Net Asset Value, assuming the Issue is fully subscribed. The Management Team will be directly employed by Greensphere Advisors, the Company’s wholly-owned operating subsidiary. 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’s AIFM. The teams will be jointly incentivised through schemes based on the performance of the Company as a whole (not just their respective mandates). This structure, together with the additional 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 Company will make any distributions or have any capital appreciation at all.

47 connection with the Legacy Management Agreements, means that the Company is expected to incur close to no net costs in the first year. Thereafter the Company is anticipated to move to a fee-accretive position due to the continued impact of investment origination and management fee income. Based on no net costs, the average competitor would have to materially outperform the Company to deliver the same returns to investors. Competitive Edge. The compounding effect of the Company’s low cost structure is expected to enhance yield and total returns to Shareholders. It should enable the Company to access lower risk deals that provide higher returns due to the added investment origination and management fee revenue. The Company’s low cost structure is also expected to make the Company significantly more competitive on a variety of private deals, with an ability to bid alongside low cost-of-capital co-investors. The Company’s close-ended capital structure and its buy-to-hold strategy is expected to better align the Company’s interests with those of patient co-investor capital, allowing it to partner alongside blue-chip operating counterparties and also to purchase secondaries portfolios. Triple Bottom-lined Approach. The Management Team has operated a triple bottom-lined fund for 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 while also measuring key environmental and job-creation metrics for each of the private Sustainable Infrastructure investments it makes. The Company will focus on broader human capital and community stakeholder issues in relation to the private Sustainable Infrastructure investments it makes. The Management Team believes that this approach has been critical in preserving and enhancing returns in the projects which the Management Team currently manages. Focus on Self-originated Assets and Proprietary Deal Flow. The Company’s preferred investment approach to private Sustainable Infrastructure investment is to invest in Sustainable Infrastructure Projects that it has originated through its operational relationships with large, blue- chip operating companies. The Company believes that the expertise and experience of the Management Team and Board will generate a pipeline of executable proprietary investment opportunities. The Company will consider and review mature secondary market investment opportunities; however greater competition in the secondary market means that these opportunities are likely to be less attractive than self-originated primary investments. Where the Management Team considers that a secondary opportunity is likely to be accretive to the Company’s Private Portfolio, the Company’s ability to lead and partner with the lowest cost-of-capital providers is likely to enable it to be competitive on such opportunities.

48 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. The Company’s investment policy is to invest in Sustainable Infrastructure Investments in the following sectors: * 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 and green 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. The Listed Portfolio will be a portfolio of liquid listed equity and equity-related securities of companies operating in the Sustainable Infrastructure sector.

INVESTMENT OBJECTIVE The Company’s investment objective is to provide Shareholders with an attractive yield from a geographically and sectorally diverse portfolio and to realise long-term growth in the capital value of the Company. The Company intends to make distributions of income and to maintain and grow the 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 cents per Ordinary Share in its second financial year, 6 cents per Ordinary Share in its third financial year and will target an annual dividend of at least 6 cents per Ordinary Share thereafter*. The Company will also target a total return (including dividends paid to Shareholders and growth in the Net Asset Value per Ordinary Share, but excluding share price performance) of 10-12 per cent. per annum 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 Sustainable Infrastructure Investments which mitigate against the key risks 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 investments geographically and across sub-sectors of the Sustainable Infrastructure universe to achieve a balance of risk exposure across the Investment Portfolio as a whole. The Directors expect that the Investment Portfolio will be comprised principally of Sustainable Infrastructure Investments in the United States, Canada, Western Europe, the United Kingdom and the Nordic countries and in other OECD countries where they 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 businesses located in non-OECD countries. The Company’s Sustainable Infrastructure Investments will comprise interests in Sustainable Infrastructure Projects that are involved in one or more of the following sectors: * Water – including processing, bottling, treatment, supply, water concessions, water transportation, storage and rights, agricultural irrigation and desalination; * Energy transmission, distribution and storage – including the transmission, distribution and storage of electricity, smart grids (including dark-ﬁbre for smart grids), district heating and cooling;

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

49 * 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 services and asset provision via Energy Service Companies (ESCOS), ownership and provision of metering, installation and ownership of intelligent lighting or heating, long term provision of leasing 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 monitoring concessions, air purification, and clean air solutions for industrial processes. The Company intends to acquire Sustainable Infrastructure Investments in assets and businesses which 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 interests in 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 to Sustainable Infrastructure Projects. Sustainable Infrastructure Projects in which the Company will invest will either be Project Entities (being special purpose entities formed to undertake a Sustainable Infrastructure Project or projects or to provide Sustainable Infrastructure services or to invest directly or indirectly in any Sustainable Infrastructure related business) or will be operating business undertakings involved (directly or indirectly) in Sustainable Infrastructure or the procurement or provision of Sustainable Infrastructure related services.

Portfolio Composition The Private Portfolio will be managed internally by the Management Team and the Listed Portfolio will be managed by Ecofin. The Management Team, in consultation with the Board, will determine the proportion of the Company’s investments that will be allocated to the Private Portfolio and the Listed 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 the Management Team believes will deliver an appropriate risk-adjusted internal rate of return and dividends 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 Infrastructure Investments in the Private Portfolio for extended periods and, as such, there will not be a fixed term for investments. Over the long-term, the Company aims to enhance the capital value (both through acquisitions and organic portfolio growth) of its investments and the income derived therefrom for the benefit of Shareholders. The Company may invest in Sustainable Infrastructure Projects that are operational as well as those that are under construction or in development. No more than 30 per cent. of the Net Asset Value of the Private Portfolio in aggregate will be invested in Sustainable Infrastructure Projects that are in construction or being developed. Sustainable Infrastructure Investments for the Private Portfolio will be sourced by the Management Team and it is likely that investment opportunities will also be originated by the Directors and the Investment 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 and other 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 of companies in the ‘‘Renewable Infrastructure Universe’’ which are listed or traded on one or more

50 global stock exchanges. In addition to traditional corporate structures, the Listed Portfolio may be invested 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 also write covered (but not uncovered) options regarding names in the Renewable Infrastructure Universe 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 and businesses engaged in the production of electricity from renewable energy resources and the transmission, distribution and storage of energy. These include, but are not limited to, companies involved in owning solar, wind, hydro-electric, geothermal, biomass, transmission, distribution and large-scale battery storage assets. This Renewable Infrastructure Universe is expected to grow over time, pursuant to new public offerings of private companies, spin-offs/spin-outs from existing companies and strategic changes within existing companies. The Renewable Infrastructure Universe 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 Infrastructure Universe includes a broad range of companies, from small capitalisation to large capitalisation companies, with assets located around the world. Ecofin maintains a liquidity risk management system in respect of its funds under management in accordance with the requirements of the AIFM Directive. Ecofin will monitor the liquidity profile of the Listed Portfolio (including assessing the percentage of the portfolio capable of being liquidated within certain timeframes and conducting certain stress tests) and will seek to maintain a level of liquidity in the Listed Portfolio appropriate to the Company’s investment strategy. Ecofin will seek to ensure that, at any time, at least 85 per cent. of the Listed Portfolio is capable of being liquidated within 20 trading days. Ecofin’s assessment of the appropriate level of liquidity takes into account a range of factors including the relative liquidity of the Listed Portfolio’s assets in the market (taking account of the time required for liquidation and the price or value at which those assets can be liquidated and their sensitivity to other market risks or factors), the material commitments which the Company may have from time to time, and the impact that sales may have on the underlying prices or spreads 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 the Company’s investments that will be allocated to the Private Portfolio and the Listed Portfolio from time 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 the diversiﬁcation and spread of risk in the Company’s Investment Portfolio as a whole, the availability of appropriate Sustainable Infrastructure Investments for inclusion in the Private Portfolio, the valuations of investments suitable for the Private Portfolio relative to those suitable for the Listed Portfolio, and such other prudential factors as the Management Team and the Board deem appropriate.

Investment Restrictions In order to ensure a spread of investment risk, the Company has adopted the following investment restrictions 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 will be 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 will be 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 in securities issued by the same issuer; (d) No more than 40 per cent. of the Net Asset Value of the Listed Portfolio may be invested in securities issued by issuers in respect of which the Company has an exposure of more than 5 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 shall be invested in Sustainable Infrastructure Projects that are in their construction or development phases; and (f) No more than 30 per cent. of the Net Asset Value of the Private Portfolio shall be invested in Sustainable 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 investment restriction does not apply to investments in closed-ended investment funds which themselves have published investment policies to invest no more than 15 per cent. of their total assets in other listed closed-ended investment funds. The Company will comply with this investment restriction (or any 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 be required to rebalance its portfolio as a result of a change in the value of any investment or of the Net Asset Value of the Company as a result of the investment restrictions, save that the Company shall have regard to its object of ensuring a spread of investment risk on a continuing basis. The values of existing investments shall be as at the date of the most recently published Net Asset Value of the Company unless the Directors believe that such valuation materially misrepresents the values 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 the Private Portfolio or the Listed Portfolio) indirectly through a holding entity or limited partnership or through another fund or other investment undertaking, the investment restrictions shall apply on a look-through basis to any Sustainable Infrastructure Investment(s) and Sustainable Infrastructure Project(s) held by such holding entity or fund or other investment undertaking in which the Company invests (proportionate to the percentage interest the Company has in such entity, fund or undertaking). While there are no restrictions on the amount of the Company’s assets which may be invested in any 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 in the Company’s portfolio. Shareholders should note that the actual asset allocation will depend (inter alia) on the development of the Sustainable Infrastructure market, market conditions and the judgement 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 recently published Net Asset Value prior to the time of such borrowing. The Company is able to borrow for both working capital purposes and for investment purposes. Any decision to incur indebtedness will be taken by the Management Team within such parameters as are approved by the Board from time to time. The Directors intend to keep borrowings to below 30 per cent. of the Company’s Net Asset Value, and the Company will only incur borrowings in excess of this target if the borrowings are 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’s underlying 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 time to time consider appropriate for the purposes of efficient portfolio management, and the Company may for these purposes make use of derivative instruments such as options, futures, options on futures, swaps and other synthetic or derivative financial instruments. The Company does not expect to engage in currency hedging on a regular basis. Given that a proportion of the Company’s assets will be denominated in currencies other than Dollars, the Company will be subject to foreign exchange risks which could adversely or positively affect the Net Asset Value. The Company may hedge its exposure to non-Dollar assets, subject to suitable hedging 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 and the 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 hedge its 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 by the Directors on a regular basis to ensure that the risks associated with movements in foreign exchange rates, interest rates and inflation are appropriately and efficiently managed. Such transactions (if carried out) will be undertaken for the purposes of effective portfolio management and will not be carried out for speculative purposes.

Cash Management While it is intended that the Company’s Investment Portfolio will substantially comprise both listed and 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 Company may hold and there may be times when it is appropriate for the Company to have a signiﬁcant cash position instead of being fully or nearly fully invested. The Company’s cash management counterparties will have a ‘‘single A’’ or higher credit rating as determined 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 of the 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 of both the Private Portfolio and the Listed Portfolio. The Company will make investment decisions using a risk-based, thematic approach to source appropriate companies, asset platforms and projects. The Company’s Private Portfolio investments will be focussed on mitigation against the key 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 selected from an investment universe which has been filtered to include only those companies with limited coal exposure and notably better CO2 emissions than the relevant power grid. The strategy’s impact is measured in terms of how much CO2 is avoided by investing in the underlying portfolio companies of the Listed Portfolio versus the wider peer group. This thematic approach is central to the Company’s decision making process. The Company invests with a view to mitigating against and capitalising on what the Management Team believes are the three biggest risks facing our generation: * Resource scarcity: affects supply chains and the ability to deliver services and products to market. * Input volatility: increased input price volatility manifests as an increase in the cost of capital. It also manifests as an increase in the life-cycle costs of assets. * Climate stress: increased temperatures and increased frequency of climate events cause significant financial loss and loss of life.

53 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 Affects supply chains and the ability to deliver Increased temperatures, sea levels and increased cost of capital, volatile inputs on life- services and products to market increased frequency of climate events cause cycle costs. significant financial loss and loss of life

Opportunities to invest in infrastructure that Opportunities to invest in waste, water and Opportunities to invest in infrastructure that mitigate against variability (e.g. renewables) resource efficient infrastructure to deliver basic mitigate against climate variability e.g. smart infrastructure and services cost-effectively grids, energy storage and resilience infrastructure

Energy efficiency, solar, wind, geothermal, Water concessions, water transportation, Water transportation, energy storage, electricity storage, electricity metering, hydro, waste-to-higher-value plants, water treatment, distributed generation, water storage and district heating, ESCOs, brownfield and waste treatment, Bio-Gas/AD, mitigation water rights, mitigation banking, sustainable greenfield renewable generation, green ports, banking, agricultural irrigation, sustainable forestry, sustainable agriculture, smart grids Bio-Gas/AD, sustainable transport farming

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

Other 12%12%

Water WWater SustainableS TTreatment 25% T&D and fforestry and PPlants and Storage agriculturea Water Concessions 8% Other (e.g. Green Water Transport transportation, T&D etc.) storage, rights and agricultural Storage irrigation

Biogas and Anaerobic Digestion Waste-to-Higher Value Brownfield and Solar Waste Treatment, Greenfield Recycling Renewable Generation Waste

Other Renewable 15%15% Power Generation (e.g. Hydro, Geothermal) Wind

Public Renewable Energy Private and Only Private 40%40%

Key Investment Characteristics As noted in the Company’s Investment Policy, the Company intends to invest in assets and businesses 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, which are 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 to competition since the payment obligations from users are fixed. Income streams may also be dependent upon user paid charges, or demand-based, and the Company will invest in these types of assets where it believes that sound revenue projections exist or revenue levels have been established. Creditworthy counterparties supporting the revenue streams The Company aims to make investments in projects and concessions with cashflows that are likely to be ultimately payable by, or indirectly supported by, strong creditworthy counterparties, regardless of the geographic exposure of the investments. These counterparties include highly rated 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 Private Portfolio. These criteria are equally important for the Listed Portfolio investments as companies with experienced management teams are likely (inter alia) to deliver strong and stable shareholder returns.

Evolution of the Investment Portfolio There is no seed portfolio. As at the date of this Prospectus, the Company has not entered into any 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 a going concern). Private Portfolio The Company aims to establish a diversified portfolio of Sustainable Infrastructure Investments by leading investments and controlling deals alongside third-party capital. This will enable the Company 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 substantially invested in the Private Portfolio within three years. Subject to suitable attractive investment opportunities being available and favourable market conditions more broadly, the Company will seek to invest 50 per cent. of its Net Asset Value in the Private Portfolio by the end of the first full financial year after Admission. It is envisaged that a sufficient proportion of Net Issue Proceeds will remain in cash so that meeting this target may not require a substantial liquidation of the Company’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 available to the Company, the performance and maturity of the underlying investments, and any liquidity from future capital raises and investment disposal proceeds. Listed Portfolio Following Admission, the Company will allocate a large proportion of the Net Issue Proceeds to the Listed Portfolio managed by Ecofin and these proceeds will be invested prudently, in accordance with the Investment Policy and in light of the then prevailing market conditions. This will allow investors to gain and maintain exposure to Sustainable Infrastructure assets and businesses and will remain the case until such time that investment opportunities in the private infrastructure pipeline are executed. Timely investment of the Company’s capital into listed securities will be important to minimise cash drag and to allow the Company to begin to benefit from the expected long-term returns of the selected portfolio. Execution of this objective will require management of market timing risk as cash is 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’’ rather than 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 anticipated liquidity needs of the proposed Private Portfolio. Subject to this, and given the liquidity of the target stocks, the Management Team will aim to have the Net Issue Proceeds 50-75 per cent. invested within a period not longer than three months after the date of Admission, assuming that market volatility stays subdued. The Company’s investible universe is notably less volatile than the equity market as a whole, but in the event of unusually high levels of volatility, the Management Team and Ecoﬁn (with advice from the Board and the Investment Committee from time to time) may decide to accelerate or decelerate the investment programme.

Portfolio Construction Private Portfolio The Company intends to source Sustainable Infrastructure Investments in its target sectors that will ultimately generate stable, asset-based cashflows and in Sustainable Infrastructure Projects with proven, 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 and benefit 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 will target no more than 20 per cent. of the Private Portfolio being invested in investments in their development or construction phases. The Company will not undertake any direct construction or development itself, but this shall not prevent any of the Company’s investments from undertaking development or construction activities. The composition outlined above is a target only and as at the date of this Prospectus the Company has not entered into any legally binding agreements to purchase specific assets for the Private Portfolio (other than in connection with the transfer of the Greensphere Capital Partners business as a going concern). The Company aims to leverage its deep sector expertise and global relationships to capitalise on three primary sources of deal flow: (1) Long-term partnerships with growing asset platforms alongside best-in-class Sustainable Infrastructure operators: The Company aims to leverage its unique sector expertise to partner with strong private market Sustainable Infrastructure operators. The Company intends to take a 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 manage third-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 itself and bringing in private co-investment for the remainder of the value of the deal. This allows the Company to access significantly larger Sustainable Infrastructure Investments while keeping investment concentration limits well managed. The Company will target large asset pools that have high quality management teams and will be diversified in nature to reduce site-specific risks of assets. (3) ‘‘Buy-to-build’’ platforms, retrofits, build-outs: The Company aims to take a focused and engaged approach to such investments. To the extent that the Listed Portfolio has exposure to relevant listed equity investments (including asset owners, developers and service companies), the Company will have the ability to actively monitor, engage and participate in private market transactions that these companies develop. The Private Portfolio will be constructed on a buy-to-hold strategy, with disposals being made opportunistically or as part of an intention to syndicate out or underwrite a deal. In such case, the decision to syndicate or underwrite will be in anticipation of additional management fees or underwriting fees. Returns are anticipated to be a mix of capital appreciation and income. It is expected that a typical Sustainable Infrastructure Investment in the Private Portfolio will be cash yielding, with a high proportion of the income (targeted at 70 per cent.) coming from contracted, or regulated revenue streams. Listed Portfolio Similar to the approach taken by the Management Team, the Ecofin investment team also takes a thematic approach to investments by considering the key themes of climate stress and input price volatility. Ecofin’s thematic research on climate stress has enabled it to construct an investment universe 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 high quality credit-rated counterparties and Regulated Assets. It is anticipated that the Listed Portfolio will generate income returns through dividends and other distributions 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 at the point of sale. The Listed Portfolio is expected to comprise investments in clean power generation assets and grids, primarily in North America, Europe and Asia. Growth and investment in global power is projected to be increasingly dominated by renewables. Utilities provide a major part of the funding required to drive emissions reductions worldwide. By means of a proprietary database, Ecoﬁn is able to compare the carbon footprint of every utility to that of the grid in which it sits, and to highlight 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 450 400 350 300 250 200 150 100 50 0 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 than US$200 million) and owners of power generation and grids to produce an initial universe of approximately 375 companies with a combined market cap of US$1,800 billion. Stage 2 filters are 4 then applied to this universe to identify companies with relatively low CO2 emissions and a higher percentage of clean electricity generation5 than their peers. The resulting Renewable Infrastructure Universe for the Listed Portfolio consists of approximately 150 companies with a combined market capitalisation of US$800 billion. The Company believes that active and targeted engagement with companies is integral to the process and an important tool in achieving portfolio decarbonisation over the long term. Rather than divesting from or underweighting the more carbon intensive utilities, asset owners can instead actively 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 peers become cleaner generators, companies will have to move more quickly to meet the required standards, resulting in a long-term virtuous circle which should encourage investment in ‘‘greening the grid’’ and enabling much needed electrification. The Company believes it is important to compare the generation mix and carbon footprint of each utility to that of the grid in which it sits, rather than to a global average, because the impact of various types of generation differs based on the type of power it displaces. For example, a new gas-fired power station in predominantly renewables fuelled New Zealand would have quite a negative 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

4CO2 emissions assessment: CO2/KWh by company and for the relevant grid; includes only those companies whose emissions are 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 methodology used by the EU Emissions Trading System in calculating the value of carbon offset credits, and that ‘‘carbon avoided’’ is the most common impact measure for private equity owners of clean infrastructure assets. This approach dovetails with the Company’s aims to mitigate against input price volatility by effectively investing in assets and businesses, globally, that are (in their jurisdiction) least exposed to 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 Renewable Infrastructure 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 Listed Portfolio involves a thorough review of the regulatory environment in which each company operates. Ecofin conducts multiple meetings with regulators to develop an informed view on revenue mechanisms and contractual relationships and analyses the credit quality of the counterparties to all contracts, which varies by region. The team also carries out technology due diligence by meeting regularly with all the main equipment suppliers; Ecofin as a whole conducts over 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 variables include tax attributes, debt structures, capacity payments, shorter term credits or subsidies, and dividend policies. While Ecofin assesses multiple valuation metrics, the prime focus is the implied rate of return at which assets are being bought. This approach has proven to be effective and also rationalises the comparison of listed equity opportunities with private equity opportunities. Listed Portfolio composition The Listed Portfolio is expected to comprise investments with characteristics that are similar to below. As at the date of this Prospectus, no investments have been made and no legally binding agreements have been entered into in respect of the Listed Portfolio. This is a model portfolio for illustrative purposes only and there is no assurance that any of the investments referred to below will be made. The actual composition of the Listed Portfolio is likely to differ, possibly significantly, from the model portfolio below.6

Portfolio Characteristics Largest Positions (% of portfolio) Number of positions 30-35 Atlantica Yield USA Yield on invested portfolio 4.3% Capital Stage Germany Beta (vs. MSCI World Utilities Index) 0.67 NRG Yield USA VaR 95% 0.67% NextEra Energy Partners USA Sharpe (inception to date) 1.2 Innogy Germany Liquidity (20 days) 90.1% Largest 5 positions typically 25-30% of the portfolio

% by Geography and Currency

North America 14%

Developed Europe

Asia Pacific 52% 34%

6 This is a model portfolio for illustrative purposes only. There can be no guarantee that the actual composition of the Listed Portfolio will be as illustrated. The model portfolio assumes a portfolio size of US$300m and is based on data derived from Ecoﬁn 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$300m and is based on the average liquidity for the last 12 months. VaR 95% means that 95% of the time, the daily loss should not exceed this level, based on 2 two years of daily return statistics.

58 PART 2: BACKGROUND TO THE SUSTAINABLE INFRASTRUCTURE MARKET

Sustainable Infrastructure Market The Company views the Sustainable Infrastructure market through the risk lenses of resource scarcity, input volatility and climate stress. The Sustainable Infrastructure universe includes conventional categories such as renewable energy, transmission, distribution and storage of energy, waste treatment, green transport infrastructure, buildings and water supply (‘‘grey infrastructure’’), as well as natural forms such as forests, wetlands and watershed protection (‘‘green infrastructure’’). Sustainable Infrastructure is designed, constructed, operated and decommissioned in a manner which minimises the use of finite natural resources as well as its impact on the environment. The Company defines Sustainable Infrastructure as assets and companies which enable mitigation against the three risks set out above, which the Company believes are the defining risks of this generation. These key theses affect investment returns and society in general through endemic health, welfare and economic problems. Events such as Hurricane Irma and issues such as plastic pollution and poor air quality highlight how these three key risks can forcefully impact existing businesses and supply chains. As government policies in the OECD nations where the Company intends to invest continue to shift towards environmental sustainability, whilst being punitive towards pollution, Sustainable Infrastructure can help mitigate risks to investors and ensure efficient allocation of capital.

Key Thematic Risks As set out above, the Company believes that the three key challenges faced by this generation are resource scarcity, input price and project life-cycle cost volatility, and climate stress. These risks are 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 to demonstrate the extent of water resource scarcity globally. Approximately 38 per cent. of countries with the largest shale energy resources face water stress.7 In the UK, 34 per cent. of shale plays face high water stress8. This supports the increasing concern in relation to water constraints limiting oil and gas production by way of hydraulic fracturing in shale plays. Furthermore, over 350 million people live on land above shale plays, which is likely to lead to increased competition for water resources in densely populated areas, semi-arid regions and during droughts. Such resource scarcity 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 from the World Resources Institute shows that three out of the four largest global industries (as measured by industry revenue) are amongst the most water intensive9. The resource scarcity challenge can also be demonstrated through consumption habits. The economic costs associated with resource scarcity are exacerbated in regions where the consumption of animal-based foods is greater than plant-based foods. The main economic costs relate to intensive land use, greater water consumption and a larger carbon footprint (as a result of change in land use and agricultural production). In a stark comparison of protein consumed (per tonne), consumption of beef uses close to 140 hectares of land, over 100,000 cubic metres of water 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 of water and has a carbon footprint of under the equivalent of 100 tonnes of carbon dioxide10. Such animal based consumption is forecast to increase. For example, global meat consumption is expected to continue an upward trajectory and consumption in the industrialised countries where the 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’ (graph data 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 Raganathan et al.) (April 2016). 11 World Health Organisation: http://www.who.int/nutrition/topics/3_foodconsumption/en/index4.html (accessed 7 November 2017).

59 The risks posed by resource scarcity create the opportunity to invest in Sustainable Infrastructure sectors such as waste, water and resource efﬁcient infrastructure to deliver infrastructure and services 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. The World Energy Council’s 2017 World Energy Issues Monitor reports that commodity prices are the biggest single critical issue fuelling high uncertainty in the global energy sector. The rate of change of the energy transition from traditional non-renewable energy sources to renewable sources and changes in global supply and demand dynamics (for example, expected energy demand for electric vehicle charging, collective behavioural changes driving periods of peak demand and technological advancements in storage and batteries) are driving such uncertainty. The challenge of input price and project life-cycle cost volatility manifests itself in investments through the increased cost of capital required to cater for additional risks and uncertainties associated with such volatility. An example is the requirement for debt ﬁnancing coverage ratios that leads to increased project economic pressure. The risks associated with input price and project life-cycle cost volatility create an opportunity for investment 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 climate stress-related events has increased over recent decades. For example, the incidence of category 4 and 5 hurricanes has increased across all ocean basins as illustrated by the chart below12.

1975-1989 1990-2004 North Indian 1 7 Southwestern 10 Pacific 22 North Atlantic 16 25 East Pacific 36 49 23 South Indian 50 West Pacific 85 116

Climate stress events are financially and economically costly. Financial losses from climatological, meteorological and hydrological events have significantly increased since 1980; global financial losses 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 in Sustainable Infrastructure mitigating against potential causes of climate stress, including smart grids, energy storage, resilience infrastructure and renewable energy. Agricultural investment opportunities also exist. Where climate stress results in less rain and lower water supplies in populated regions where much of the global food production takes place, there is the opportunity to improve 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 Event Database) (n.d.), ‘The International Disaster Database’, Centre for Research on the Epidemiology of Disasters, www.emdat.be/ (accessed 27 February 2015).

60 Key Trends in Driving Dislocations and Opportunities in Sustainable Infrastructure The three generational risks outlined above have been driving certain key trends (both dislocations and 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 generation capacity at 154GW. While it is generally accepted that solar has hit grid parity in a number of countries, the recent CFD (Contracts for Difference) auctions in the UK are another example of where a traditionally more expensive and complex renewable solution (offshore wind) has come down the cost curve sufficiently so as to be priced competitively (in this case, more cheaply than new gas generation in the UK). In addition, a number of markets in which the Company may invest have reached an inflection point where renewables are projected to become the cheapest form of new power generation by 2020. 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, it is 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 traditional forms of generation, a growing number of countries have held auctions to deploy renewables in a well-planned but flexible cost-efficient and transparent manner. At the end of 2016 at least 67 countries 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 for the integration of variable distributed renewable power. For example, grid operators have successfully integrated up to 30 per cent. variable renewable energy without increasing storage capacity15. From a risk perspective, the Company views subsidies as a potential risk in any investment case as they are primarily based on government budgets and are therefore subject to changing policies and priorities. Fossil fuels received almost four times the subsidies (US$490bn) that renewable energy received (US$135bn) in 2014. While the countries providing the subsidies are primarily the large fossil fuel producing nations, the Company believes that with increased pressure on budgets and with competitive alternatives such as renewable generation, the risk of price and input volatility from fossil fuels will increase. Decreasing life-cycle costs of renewables Life-cycle costs are a significant factor when modelling returns in infrastructure projects. The replacement cost of plant and equipment required to generate renewable electricity has been decreasing rapidly. Projects that have not contracted their offtake agreements appropriately could be left with significant obsolescence risk. However, projects that have contracted appropriately and have the ability to repower could in due course see significant upside from repowering the projects at 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 another 20 per cent. decline is expected in 2017. With panels often accounting for up to 40 per cent. of utilities’ costs when building large-scale solar energy plants, falling prices mean more affordable solar development16. When it comes to wind-powered generation, manufacturers have been increasing the length of wind turbine blades over the past several years, while engineers are adding more height to wind turbine 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 now the least expensive type of power, at approximately US$30/MWh, compared to US$40-60/MWh for natural-gas-fired power generation, the next cheapest form of fuel. Analysts increasingly believe that utilities with deregulated power plants, which must compete to sell power, will generally experience greater upside if they are leaders in renewable energy development, and additional downside if they own large fleets of fossil and nuclear power plants in competitive 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).

61 Changing energy demand patterns New uses for electricity where direct current utilising appliances are primarily used in the domestic setting, increased usage of smart grids, a rise in electric vehicles and changing technology enabled behaviour, such as time-shifted television and media consumption, have all led to a change in energy demand patterns. This, coupled with the ability of households to become mini-generation centres through simple purchases of solar panels for their rooftops, means that new demand patterns are emerging. For example, 16 years ago, an episode of EastEnders, the hugely popular UK soap opera watched by around 7 million people, would prompt an increase in electricity use of about 660MW as people across the country turned on their kettles to make a cup of tea after the programme. Today, that ﬁgure is much lower at around 200MW. The key driver for this is the way British people are now watching television and consuming media. In 2015, time-shifted viewing (the recording of a show to watch later) accounted for 13 per cent. of television viewings by the British people, up from approximately 6 per cent. in 201018. This changing demand pattern has implications for how homes are wired (direct current only grids and 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 changing how countries think about their energy providers and markets. Blockchain uses decentralized data storage to record digital peer-to-peer transactions. Rather than having a central administrator, like a traditional database (such as those used by banks, governments and accountants), a blockchain has a network of replicated databases, synchronised via the internet and visible to anyone in the network. In the energy sector, this could mean the diminished importance of third-party intermediaries. In March 2016, a trial run19 of a blockchain technology application for electricity in New York allowed electricity to be sold from one neighbour to another via a blockchain system for the ﬁrst time. In theory, this makes each household an Independent Power Producer (an ‘‘IPP’’) such that a person’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 for innovative and lucrative new business models, and also affects both the existing portfolio companies it manages and the portfolio companies which it may manage in future as part of the Private Portfolio. This trend further affects the types of long-term contracts the Management Team may 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 the population by 2050. Much of global urbanisation is due to rural-urban migration. Such growth is especially commonplace today in developing countries, where job opportunities and levels of pay are 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 has identiﬁed a particular opportunity to meet these challenges through investment in sustainable agriculture, waste treatment, recycling, smart grids, green housing and urban green transport infrastructure.

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

62 people at additional risk of serious, long-term health problems. In most cities where there is enough 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 power plants, dependence on private transport motor vehicles, inefﬁcient use of energy in buildings, and the use of biomass for cooking and heating21.

Poor air quality is also of concern in manufacturing processes that require high air purity. The Management Team believes that, increasingly, there are opportunities to invest in both commercial and domestic air puriﬁcation infrastructure systems, which people are both keen to pay for as well as see subject to signiﬁcant demand. In the case of commercial systems, the Management Team believes that very high quality counterparties exist making the investment case in this sector both compelling 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 of people 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 on mitigating against the effects of drought, ensuring flood defences are properly maintained or on making 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 the first resilience projects that are emerging as they believe these will be assets with steady long-term income streams and that governments, and the societies that vote them in, will increasingly place significant importance on such assets being operated professionally. Specifically, the expertise required in many instances (for example, purification systems and warning systems) needs specialist provision and while the operations may indeed be run by the government or public sector, there are expected to be significant opportunities to invest in private concessions to manage 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 billion people globally and we may reach 9.8 billion by 205024. This growth, along with rising incomes in developing countries (which typically cause dietary changes such as eating more protein and meat), is driving up global food demand.

Food demand is expected to increase by anywhere between 59 per cent. and 98 per cent. by 205025. This will shape agricultural markets in ways we have not seen before. Farmers worldwide will need to increase crop production, either by increasing the amount of agricultural land to grow crops or by enhancing productivity on existing agricultural lands through fertilizer and irrigation and adopting new methods such as precision farming. However, the ecological and social trade-offs of clearing 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 the forecasted demand for food.

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

While advanced logistics, transportation, storage, and processing are also crucial for making sure that food goes from ﬁeld to fork, the risks of resource scarcity, climate stress and input volatility increasingly 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).

63 The Company has identiﬁed opportunities in sustainable agriculture, agricultural irrigation and agricultural water rights and transportation. In sustainable agriculture in particular, we see a sector that 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-term contracted 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 credit ratings higher than many utilities).

Market Opportunity and Developments in the Investment Universe The opportunities to invest in Sustainable Infrastructure are expanding. In 2016 global Sustainable Infrastructure 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 figures show that sustainable funds saw assets under management almost double in 2016, with impact investing nearly quadrupling28. The growth in global Sustainable Infrastructure investments has been focused on capitalising on the 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 next 15 years to respond appropriately to trends in climate stress (including severe weather events) and population growth (particularly urban growth)29. These significant global climatic and demographic changes highlight the need for greater investment in resilience. It is also important for governments to create clear and predictable policy frameworks and to have a transparent pipeline of investable resilience projects. Investments in resilience would mean institutional investors would be able to invest in asset classes with a steady long-term income stream whilst mitigating against the challenges of climate stress and population growth that are currently worsening. Investors are also becoming increasingly interested in using the environmental, social and corporate governance profile of companies as a measure by which to evaluate their attractiveness; as institutional capital rightly flocks to such investments, investment managers are (and should) take heed to consider the attractiveness of their investments for the capital they manage. An example includes the proliferation of ‘‘green bonds’’. 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 becoming more 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 Growth and Development’ (October 2016). 30 Climate Bonds Initiative, ‘Bonds and Climate Change: The State of the Market’ ( 2017).

64 Sustainable energy supplies Investment into renewable energy generating assets continues to exhibit robust growth over the long term. This is partly driven by the changing cost dynamics of renewable technologies. The LCOE (levelised cost of energy, or the value of the unit-cost of electricity over the lifetime of a generating asset) of alternative technologies has fallen and competes well against conventional technologies as shown below31. The LCOE of alternative technologies is expected to continue to fall as technological advancements are applied and realised. Conventional technologies on the other hand are experiencing increasing cost curves. Energy generation through renewable technologies has therefore become a viable alternative for fossil fuel-based generation. Levelised Cost of Energy by Technology Type $ / MWh Solar PV - Utility Scale $43 $82

Solar Thermal Tower $98 $181

Fuel Cell $106 $167 Alternative Technologies

Geothermal $77 $117

Biomass $55 $114

Biogas $110 $155

Landfill Gas $45 $95

Hydro $20 $300

Wind $30 $60

Energy Efficiency $0 $50

Diesel Engine $197 $281 Conventional Technologies Technologies Conventional Natural Gas Engine $68 $106

Gas Peaking $156 $210

IGCC $96 $231

Nuclear $112 $183

Coal $60 $143

Gas Combined Cycle $42 $78

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

Furthermore, as the cost of capital for fossil fuel based generation increases, the attractiveness of renewable technologies is expected to continue to increase. Investment in renewable energy has also been spurred on by regional policies and regulatory and economic structures that have the primary goal of combatting climate stress. With incentives for renewable energy options being reinforced by trends in the cost of renewables, renewable energy generating capacity is expected to command over 60 per cent. of the more than 9,700GW of new generation capacity as well as 65 per cent. of the US$12.2 trillion of power investments from 2015 to 2040. As of 2012, fossil fuel generation commanded 65 per cent. of the more than 5,500GW of generating capacity32. Energy and resource efficiency Asset finance for smart meters and energy storage, plus equity raised for specialist companies in energy efficiency, storage and electric vehicles, totalled a record US$41.6 billion in 2016, up 29 per cent. from 201533. The World Business Council for Sustainable Development estimates that by 2050 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); and Peak 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).

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

Global Revenues per annum Annual EUR billion Growth Commentary Technologies include, hybrid vehicles, electric Transportation $15 vehicles and conventional combustion engines and Logistics: 29% (though more efficient) Cars $325 Combustion expected to remain the dominant technology, particularly with low oil prices

Levers for energy efficiency improvements Building $87 6% include heating systems and insulation for heat Technologies consumption and white goods efficiency, $180 lighting, and “smart” home solutions

Includes products for process production Mechanical $49 and Plant 8% In particular, automation and control tech, $120 industrial motor systems, heat recovery and IT Engineering infrastructure

Customized IT solutions and associated services $5 Includes solutions for centralised energy IT Services 16% management, traffic management systems and $30 smart grid solutions (e.g. optimising electricity distribution and smart metering in households)

New markets have developed to reduce Energy $79 greenhouse gas emissions in power generation 13% Industry $345 Key trends are that of expansion in renewable energy and increased use of nuclear energy

2008 2020

Waste Waste management techniques have gained popularity in recent years. Traditional forms of waste removal (namely, the dumping and burning of waste) have a signiﬁcant and detrimental impact in terms of air pollution and climate stress. The utilisation of waste management technologies has grown in popularity with over 2,500 projects worth US$309 billion in development between 2013 and 2014. Energy recovery from waste (particularly municipal) has steadily increased since the late 1980s, particularly in Europe. The trend has been augmented by several government policies, for example the continuing support for the waste-to-energy plants across Europe and the work towards binding targets in 2020 under the EU Renewable Energy Directive. The industrial waste services market worldwide generated revenues of over US$350 billion in 2013 and is now poised to grow rapidly to deliver revenues of over US$750 billion in 2020, a compounded annual growth rate of 9.9 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 to Frost & Sullivan’ (September 2014).

66 Water Many factors are expected to drive requirements to invest in the water sector. Annual global population growth is currently estimated to be around 1 per cent. per annum up to a maximum of 3.5 per cent. per annum36. Coupled with accelerating urban migration, demand for robust water infrastructure is increasing. There has been signiﬁcant underinvestment in the ageing water infrastructure 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 and expected. An estimated 30 to 40 per cent. of water is lost to leakage in such systems37. Increased regulation also has a role to play as water infrastructure (particularly water treatment) has moved sharply up governments’ agendas. This is evidenced by the increase in regional regulations to drive investment across Europe, the US and Asia. While changes in global temperatures and precipitation patterns alter runoff and evaporation patterns, the quantity of water in glaciers, snow pack, 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 the water subsectors38.

Estimated Global Sector Technology Sector Commentary Growth Rate Technologies tend to be highly specialised with niche aplications Direction of increasing growth Water Treatment, Water Relatively few market participants Testing and Other 3-7% Equipment Businesses focus on fulfilling increasingly strict water purity regulations Equipment businesses have some cyclical exposures to construction Globally a steady growth sector Water and Wastewater 6.2% Projects Driven by government commitments and regional regulations to invest heavily in water infrastructure Includes water reuse, conservation and irrigation equipment Irrigation and Water Demand reduction products and metering infrastructure are 6-12% Infrastructure predominantly developed market technology Some degree of construction market exposure Generally less cyclical than water infrastructure companies Product wear and tear produce high proportion of recurring Desalination, Membranes ‘consumables’ revenues 15-20% Companies have high value-added products which command higher margins

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 Population Statistics’ (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).

67 PART 3: MANAGEMENT AND ADMINISTRATION

THE DIRECTORS The Directors are responsible for managing the Company’s business in accordance with its Articles and Investment Policy and have overall responsibility for the Company’s activities, including its investment and capital raising activities and for monitoring the performance of the Company’s portfolios and reviewing and supervising its delegates and service providers. All material investment recommendations 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 have delegated responsibility for the Company’s risk and portfolio management to Ecofin who will act as the Company’s AIFM on the terms of the AIFM Agreement and will manage the Company’s Listed Portfolio on the terms of the Listed Portfolio Management Agreement. The Company and Ecofin have appointed Greensphere Capital Partners as the manager of the Private Portfolio on the terms of 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 the Directors 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-executive director. 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 UK Green Investment Bank, and was its Chief Investment Officer until 2014. Previously, Mr Nolan held the 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 with Arthur 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 formerly Managing Partner and founder of Schroder Ventures where he served from 1985 to 1994. Mr Moulton was also the Managing Partner of Alchemy Partners, which he founded in 1997. Mr Moulton has also previously worked with Citicorp Venture Capital, Permira and was a Director at Apax Partners. He was an inaugural member of the British Venture Capital Hall of Fame and serves 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 of private 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 an Executive Director in 1999. He worked for the equity finance division of the Royal Bank of Scotland between October 2000 and May 2003 and was involved in several high profile transactions. Mr Peckham 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 Partner of TPG Europe LLP and a Director/Council Member of Marine Current Turbines Limited and the Royal Institute of International Affairs (Chatham House). Ms Seshamani holds a Bachelor of Arts degree and Masters of Arts degree in Politics, Philosophy and Economics from Oxford University and 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 and Managing Principal. He was previously the Director of Business Development (M&A) with Koch Industries and Founder and CEO of Bivio. Mr Yadigaroglu was a research fellow at Columbia University and holds a Masters in Physics from Eidgeno¨ssische Technische Hochschule Zu¨rich in Switzerland and a Ph.D. in Astrophysics from Stanford University.

68 THE INVESTMENT COMMITTEE The Company has established an investment committee with responsibility for reviewing, on a transaction-by-transaction basis, the investment and divestment decisions made by the Management Team in relation to the Private Portfolio and, if considered appropriate, making recommendations to the Board to approve such decisions, (as set out in more detail in the section headed ‘‘Investment Approval’’ below). Subject to appropriate supervision and oversight by the AIFM, the Board will be responsible for approving or rejecting recommendations made by the Investment Committee. The Investment Committee comprises of three Directors, namely Mr Nolan (who will act as the Chairman 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 European renewable energy coverage and built an investment banking and principal investing franchise. She has worked in the micro-ﬁnance sector in the US and Pakistan, and is a member of the advisory boards of Girls Who Invest, Imperial College’s Centre for Climate Finance and Investment, and the Shell Foundation. She was formerly a director of Solel Solar Systems. Ms Cooper has an MBA from 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. Mr Lester 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 of John Laing Infrastructure Fund Limited, a FTSE 250 company, where he led the initial public offering 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 a diploma in Management Studies from Nottingham Trent University. Mr Lester is a Chartered Engineer, a Fellow of the Institution of Mechanical Engineers and a member of Her Majesty’s Major 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. Mr Orum received a BA from Amherst College and an MBA with specialization in ﬁnance and economics 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, and remained a board member, as well as Advisor to GIC, through June 2013. Prior to that, he was concurrently a deputy managing director of GIC and the Monetary Authority of Singapore. Dr. Teh obtained a ﬁrst class honours economics degree at La Trobe University in Australia, a Ph.D. at Nufﬁeld College, Oxford University and attended the AMP course at Harvard Business School in 1989. 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 Capital Corporation. He is a member of the Advisory Board of CM Capital Corporation and Campbell Lutyens. 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 as assisting Greensphere Capital Partners in managing the investments to which the Legacy Management Agreements relate. The Management Team is subject to the overall monitoring and supervision 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

69 proportion of the Company’s investments that will be allocated to the Private Portfolio and the Listed Portfolio from time to time, subject to the overall supervision and oversight of the AIFM and the 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 focusses on sourcing, leading and executing deals for the firm’s investments in sustainable infrastructure assets 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 in M&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 sides of the Atlantic as part of the Transportation and Infrastructure team in London and the M&A team in Los Angeles, then went on to work in Evercore’s Transportation and Infrastructure M&A team in its London office. Before joining Greensphere Capital Partners, Mr Awoyinka was an Associate within 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 East London.

Itai Frisch (Vice President (Investments)) Mr Frisch is currently an advisor to global energy investors and funds, leading the execution and ﬁnancing of predominantly renewable energy projects in the wind, solar and biogas sectors across Europe. Prior to this role, Mr Frisch gained his vast experience in leading and executing investments in the infrastructure and energy sector as an investment manager at NOY Infrastructure and Energy Investment Fund and as a Commercial Director at Siemens Thermo Solar Unit (CSP). Mr Frisch began his career at Ernst & Young, specialising in transfer pricing, before joining European Property Finance as an associate director. Mr Frisch has an MBA from the London Business School and a BA in Economics and Business Administration from the Hebrew University of 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 Collins focusses most of his time working with CEOs at strategic, commercial and operational levels. He has previously spent 12 months as an Operational and Commercial Manager at Greensphere Biomass. Mr Collins is a qualiﬁed accountant with experience in providing ﬁnancial advice to companies ranging 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 recycling and 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 fees being payable. Greensphere Capital Partners will manage the Private Portfolio until such time as Greensphere Advisors (the Company’s wholly owned subsidiary) receives FCA authorisation, which is expected to be within six months of Admission. The business of Greensphere Capital Partners will be acquired by and transferred to Greensphere Advisors on Admission except to the extent necessary for Greensphere Capital Partners to carry out its interim management activities. The acquisition of the Greensphere Capital Partners business gives the Company the resources to manage the Private Portfolio and the Management Team will be employed by Greensphere Advisors on Admission. Additionally, the Company will beneﬁt from the management fee revenue from the Legacy Management Agreements. As an alternative investment fund (or AIF), the Company is required to appoint an AIFM. Ecoﬁn has been appointed as the Company’s AIFM until Greensphere Advisors takes over this role, which it is expected to do two years after Admission, provided it has the relevant FCA permissions in place.

70 Greensphere Capital Partners Greensphere Capital Partners is a limited liability partnership incorporated in England and Wales with registered number OC361535, whose members are Ms Seshamani and Mr Moulton. Greensphere Capital Partners is authorised and regulated by the FCA with FCA number 548063 and it has applied to extend the scope of its regulatory permissions in connection with the Private Portfolio 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 direction of 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 this Prospectus.

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 registered number 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 the Issue Shares, Greensphere Advisors intends to apply to the FCA for the necessary regulatory permissions for it to act as the Company’s AIFM and to perform other activities in respect of which FCA authorisation is required. Once Greensphere Advisors receives authorisation from the FCA, it will assume responsibility for the management of the Private Portfolio from Greensphere Capital Partners and will take over as the Company’s AIFM from Ecofin two years after Admission of the Issue Shares. Greensphere Advisors is targeting receiving FCA authorisation within six months from Admission of the Issue Shares. The consideration for the sale of the Greensphere Capital Partners business will consist of Greensphere Advisors agreeing to procure that an entity connected with Ms Seshamani is issued 366,650 Ordinary Shares and an entity connected with Mr Moulton is issued 1,628,350 Ordinary Shares on Admission by way of Initial Consideration, together with Deferred Consideration of a number of Ordinary Shares to be issued on the date on which the Company’s annual accounts for the financial year ended 31 December 2020 are published. The Ordinary Shares issued in satisfaction of the Deferred Consideration obligation will be equal in value to the difference between 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 Ms Seshamani and Mr Moulton) have the discretion to (but do not currently intend to) waive any of the Deferred Consideration Conditions, such that the Deferred Consideration is payable notwithstanding that any of the conditions are not satisfied. Ordinary Shares issued in satisfaction of the Deferred Consideration obligation will be issued at the direction of Ms Seshamani and at the direction of Mr Moulton in the proportions of 77.7 per cent. to Ms Seshamani and 22.3 per cent. to Mr Moulton. The business being transferred on Admission includes the employees, goodwill, trade debtors of Greensphere Capital Partners (including an amount owed under a settlement agreement in respect of 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 Sustainable Waste and Energy Investments L.P. and certain expenses. The rights and obligations under the Legacy Management Agreements, 100 per cent. of the shares in UK Green Sustainable Waste And Energy Investments (GP) Limited and all remaining cash reserves will also be transferred subsequently conditional on further conditions including regulatory requirements being fulfilled and a required third party consent being obtained. On Admission, all of the current employees of Greensphere Capital Partners will cease to be employed by Greensphere Capital Partners and will transfer under TUPE and enter into new employment contracts with Greensphere Advisors. Ms Seshamani and Mr Moulton will remain members of Greensphere Capital Partners, and Ms Seshamani’s employment contract with Greensphere Advisors and Mr Moulton’s non-executive director appointment letter with the Company permit them to continue to act as members of Greensphere Capital Partners. It is anticipated that immediately following Admission, Greensphere Advisors will have 6 employees. The acquisition of Greensphere Capital Partners’ business is supported by an independent private valuation provided by BDO LLP, who have valued the business being acquired at £1,350,000.

71 Save for any responsibility which BDO LLP may have to Greensphere Capital Partners to whom their opinion is expressly addressed, to the fullest extent permitted by law BDO LLP does not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person. The Initial Consideration payable under 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.

Activities of Greensphere Advisors Private Portfolio Management Greensphere Advisors has agreed to provide support services to Greensphere Capital Partners in respect of the Private Portfolio, including making available such members of the Management Team that are employed by it for the purposes of managing the Private Portfolio pursuant to the Asset Management Secondment Agreement. Once it has received FCA authorisation, Greensphere Advisors will replace Greensphere Capital Partners as the Company’s discretionary investment manager of the Private Portfolio. Co-investments and Managed Accounts It is expected that many of the investment opportunities that are suitable for the Private Portfolio will also be suitable for third-party investment alongside the Company. Where appropriate, and subject 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), and the 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 Sustainable Infrastructure Investment forming part of the Private Portfolio. Greensphere Advisors will facilitate and manage any such co-investment activities, which may include managing accounts or other positions for co-investors (subject to appropriate regulatory permissions being in place). Other than such proportion of any carried interest (or analogous performance related incentive) in respect of any co-investment or similar investment in order to ensure alignment of interests, which the relevant member of the investment team may be entitled to keep as is approved by the Remuneration Committee, any co-investment, management, advisory, corporate finance, deal, syndication arrangement or any other fees received in connection with any such co-investment activities will be for the account of the Company or Greensphere Advisors. Legacy Management Agreements Following Admission, Greensphere Advisors will assist Greensphere Capital Partners in fulfilling its existing contractual obligations as manager of two existing discretionary investment management mandates. Pursuant to the Asset Management Secondment Agreement, further details of which are set out in paragraph 9.7 of Part 8 of this Prospectus, from Admission, Greensphere Advisors has agreed to provide secondees to Greensphere Capital Partners to the extent required to enable it to manage the Private Portfolio and the Legacy Management Agreements, including making available such members of the Management Team that are employed by it. Greensphere Capital Partners will pay Greensphere Advisors an amount equal to the fees payable in respect of the Legacy Management Agreements net of Greensphere Capital Partners’ third party costs reasonably incurred in continuing the Legacy Management Agreements. Once Greensphere Advisors has received FCA authorisation and the Legacy Management Agreements have been novated to Greensphere Advisors, the intention is for Greensphere Capital Partners to be wound up. Any new business in relation to Sustainable Infrastructure Investments by the Management Team will be performed by Greensphere Advisors or any other member of the Group.

MANAGEMENT TEAM TRACK RECORD Founded in 2011, Greensphere Capital Partners is a London-based, independent fund management limited liability partnership which specialises in investing in the water, waste, infrastructure, renewable energy and energy sectors. Greensphere Capital Partners has been regulated by the FCA since 2011. Greensphere Capital Partners’ activity in its targeted investment sectors was recognised when it was awarded the UKGIB fund management mandate in 2012. The UKGIB mandate was awarded to Greensphere Capital Partners following a competitive tendering process involving 22 other experienced fund managers.

72 In 2014, Greensphere Capital Partners merged with TPG (an international private equity ﬁrm with US$70 billion of assets under management) with the aim of expanding the geographic focus of the team outside of the UK and further scaling up in size. The team also intended to capitalise on potential synergies with TPG’s sustainable technology team, TPG Alternative and Renewable Technologies. Greensphere Capital Partners subsequently spun out of TPG in Q1 2017 to allow for structural ﬂexibility to pursue a fresh path for growth and investments in Greensphere Capital Partners’ areas of expertise through the launch of the Company. The primary activities within Greensphere Capital Partners’ history are summarised by the diagram below.

Greensphere incorporated - Greensphere obtains FCA Greensphere fundraising/ Greensphere gains UKGIB Final arrangements hiring begun authorisation/regulatory application for UKGIB managed account and other for managed accounts clearance contest institutional managed with UKGIB and accounts others settled

March August December March June 2011 2011 2011 2012 2012

Merger Second round investment Investment into Investment into Duranta with TPG into Duranta to fund Western Bio- announced - awaiting final feedstock services and Energy (WBE) documents with EPC/ O&M Limited) construction

October June September December 2014 2014 2013 2012

Investment into Investment in Third tranche investment Research, Selected Ecofin as Spun out to list Whites Recycling at WBE Fuels into Duranta expansion market testing, partner for Listed Greensphere TPG (Fuel Processing, and Gas-to-grid facility negotiations for Equity strategy for Capital PLC on Forestry Business) Greensphere Greensphere Capital LSE Main Capital PLC PLC Exchange March August March-August April – August 2016 January 2015 2015 2016 October 2016 2017

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 sectors including infrastructure, energy, sustainability and manufacturing and she has held a number of senior management and director level roles in private equity, clean technology and energy businesses. Prior to Greensphere Capital Partners, Ms Seshamani was a Partner at TPG and also worked at the Government of Singapore Investment Corporation (Singapore’s sovereign wealth fund) in its global infrastructure group, Unilever Ventures and The Parthenon Group. She has worked on the boards of a number of large and small companies in the US and UK, including currently serving as an independent non-executive director on the board of Forterra PLC and previously as an independent non-executive director at Marine Current Turbines Limited. Ms Seshamani is a World Economic Forum Young Global Leader for her work in sustainable and impact investing, and has served on the investment panel for the Global Innovation Fund anchored by USAID and the UK’s Department for International Development. She was previously a council member 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 a Fellow 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 equity houses 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, the stockbroker, and Chairman of The International Stock Exchange Group. He is a director of a number of private companies and a very active angel investor. He has invested a considerable amount of his private wealth in sustainable assets and energy including wind farms, the UK’s largest marine turbine business and solar. Greensphere Capital Partners has been responsible for investments into two platforms. The ﬁrst platform, 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 and forestry waste biomass plant.

73 Duranta Energy In 2012, Greensphere Capital Partners commenced its investment programme in an AD and effluent 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 food waste 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, the biodegradable material remaining after AD processing which helps offset chemical fertilizer use. As part of managing the investment, Greensphere Capital Partners spearheaded the end-to-end management 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 also managed and led the addition of an Air Liquide-constructed gas-to-grid facility onsite in 2015 and 2016, which increased the plant’s overall production capacity to approximately 7.4MWe, allowing the 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 evaluation process, including the development of the management team’s testing and research capabilities, which Greensphere Capital Partners believes places the platform at a significant advantage in comparison to similar sized competitors. In 2016, Greensphere Capital Partners also led negotiations to dispose of its end product in a long-term, well-resourced manner by partnering with an industry leading operator, Whites Recycling through long term contracts. Capitalising on the site’s position in an industrial complex with transportation access and grid connections, the investment strategy emphasised a cost-efficient build with experienced counterparties (BioConstruct, Air Liquide) to create a large, and therefore resilient, anaerobic digestion platform with a long-term lifecycle and significant in-house operational, diagnostics and logistics capability. In 2016 and 2017, Greensphere Capital Partners led the organic growth of the business into two new areas, Diagnostics and O&M services, through a new investment plan in Diagnostic and O&M equipment 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 in anaerobic 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 42,000 tonnes of biogenic material from landﬁll per year. Based on the amounts invested and returns since inception and an independent third party bid for the business in November 2016, the platform has to date delivered an unlevered IRR of 13 per cent. Duranta is an example of Greensphere Capital Partners’ capabilities in buy-to-build investment platforms, operating in an operationally complex sector, while professionalising supply chains in a sector with a poor history of professional contracting.

Greensphere Biomass 1 (Wales) Greensphere Capital Partners managed the acquisition of a wood fuels business and 14.7MW biomass-fired power plant located in Wales in 2013. The investment reflects Greensphere Capital Partners’ commitment to pursuing transformative projects that provide value for shareholders as well as mitigate climate stress and resource scarcity. Ancillary fuel processing, fuel trading and forestry activities have been developed within the GB1 group 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 savings and management improvement exercises, resulting in reduced operational risk and an improved sustainability profile. This includes the creation of a creditworthy bespoke receivables financing facility, replacing the operations and management provider, establishing a third-party forestry and chipping services business and bringing fuel processing and purchasing expertise in-house through the hiring a new management team.

74 Applying its investment and operational experience, Greensphere Capital Partners also identified an opportunity to improve the plant’s feedstock position. Greensphere Capital Partners identified significant traceability and quality issues with various counterparties in the supply chain. By bringing some expertise in-house and removing counterparties in areas that Greensphere Capital Partners believed needed improvement, Greensphere Capital Partners worked with the individuals forming the company’s management team to prune the stable of suppliers down to only those that Greensphere Capital Partners believed were the most capable and displayed integrity. This has had a significant impact on the plant’s availability and efficiency. The platform management team now 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 of harvesters to develop more efficient and sustainable forestry practices that improve the quality and consistency of feedstock. GB1 and its underlying assets constitute the first commercial-scale power station of its kind in Wales as well as a unique eco-system of supply and forestry management. Construction of the plant started in October 2006 and full commercial operations began in November 2008. The plant, which positively contributes to reducing greenhouse gas emissions, burns approximately 160,000 tonnes a year of sustainable forest management waste and generates enough electricity to power the equivalent of approximately 31,000 homes. GB1 is an example of Greensphere Capital Partners’ expertise in managing assets through difficult and sometimes quickly changing landscapes, a skill-set that is critical for an asset manager pursuing a buy-to-hold portfolio strategy. Greensphere Capital Partners has managed GB1 through a challenging macroeconomic and operational environment: in 2014 and 2015, a sharp and unprecedented fall in UK power prices coupled with the difficult financial implications of changes in policy (due to the changing political landscape) resulted in significant pressure on earnings. Greensphere Capital Partners responded with thoughtful cost saving plans and re-negotiated major contracts (for example, with the PPA provider) that mitigated the impact of these macroeconomic conditions. 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 subsidiary was subsequently placed into a trading administration. Greensphere Capital Partners has reached the final stages of negotiations with the litigious counterparty and is re-negotiating other long-term contracts for the asset such that it delivers a significantly better rate of return to investors when, as is anticipated, it emerges from the trading administration. The careful planning, risk mitigation and cost and operational improvement work carried out by Greensphere Capital Partners has secured, despite difficult and varying circumstances outside of the investment, an average cash yield from GB1 delivered to all investor’s vehicles (before their respective fees) in FY 2015 and FY 2016 of 8 per cent.

ECOFIN Ecofin is an independent investment management firm which specialises in infrastructure and the transition 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 liability is 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 an investment adviser. As at 30 September 2017, Ecofin had US$1.06 billion of assets under management. The Company has appointed Ecofin to act as the AIFM of the Company for a minimum period of two years under the AIFM Agreement. Ecofin has also been appointed as discretionary investment manager 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 out in Part 8 of this Prospectus. The key members of the investment team at Ecofin responsible for the Company’s Listed Portfolio are, 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 an investment banker with SG Barr Devlin working on mergers, acquisitions and ﬁnancial advisory to

75 global utilities and power companies. He also worked at Cornerstone Energy Advisers and FT Energy/RDI on energy and utility focused economic policy. Mr Breidert has an MBA from Washington 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 in establishing and developing Carbon Capture & Storage (CCS) projects around the world. Mr Slee was also an investment banker at Lazard specialising in the energy sector. Mr Slee has a BA (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 in Europe and Asia at Wellington Management, Goldman Sachs and Indosuez W.I. CARR, and as a Management Consultant at Bain & Company. Mr Sznajer has an MSc in Business and Engineering from Brussels University and is a CFA Charter Holder.

Ecoﬁn’s Track Record The Ecoﬁn Global Renewables Infrastructure Fund (‘‘EGRIF’’) is representative of the strategy proposed for the Company’s Listed Portfolio. EGRIF’s investment strategy and investment universe are identical to the strategy and investment universe for the Listed Portfolio, and so are its investment restrictions and guidelines in all material respects. EGRIF seeks to generate a total return of 6-10 per cent. per annum over the long term. EGRIF was launched on 2 November 2015 and 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 two comparative indices, the MSCI World Utilities Index and the iBoxx USD Corporates BBB 7-10 Year Index.

61350522869 100.8638469 0.00981405- 0.00 59684401 100.0824271 -0.013094629- 0.00 130 19089871 99.27496048 0.040530735 0.01 51250822537 99.41388018 0.023012552 0.01 41207673623 99.26687875 -0.002921414- 0.00 53094413 99.65868601 -0.009180584- 0.01 81151731455 100.0243715 -0.025726959- 0.01 61106342956 99.0840313 -0.018312424- 0.02 75309162 98.76188043 0.026898897 0.03 105 .8426736 99.01172155 0.005519872 0.04 .1210655100 99.33483175 -0.042020162- 0.02 3537739595 98.61001686 0.02563034- 0.01 .2659342 99.84133224 -0.003250711 0.01 90 .2360288 100.0908084 0.030676722- 0.00 .6486278 101.0805047 0.011173737 0.02 Jul 2017 Jul 2016 Jan 2017 Jan 2016 Jun 2017 Jun 2016 Oct 2017 Oct Oct 2016 Oct Apr 2017 Apr 2016 Feb 2017 Sep 2017 Feb 2016 Sep 2016 Dec 2016 Dec 2015 Aug 2017 Aug 2016 Nov 2017 Nov Nov 2016 Nov Nov 2015 Nov Mar 2017 .8010557Mar 2016 102.5431579 0.006454137 0.01 May 2017 May 2016 .8955362 103.2963782 0.007384376 0.01 EGRIF Gross iBoxx IG Index MSCI WORLD/UTILITY 0957233 103 6554702 0 02035108 0 02 Source: Ecoﬁn

PRIVATE PORTFOLIO INVESTMENT PROCESS Due Diligence Process In considering any investment opportunities for the Private Portfolio, the Management Team will evaluate the project risks which it believes are material to making an investment decision. Where appropriate, it will augment or complement its own analysis with the expertise of other professionals including engineering and/or technical consultants, environmental consultants, accountants, taxation and legal advisers, ﬁnancial modellers and insurance experts, where appropriate. These advisers may carry out additional due diligence, which is intended to provide a second and independent review of key aspects of a project and to heighten conﬁdence as to the project’s deliverability and likely revenue production. All investment evaluations are expected to be

76 supported by ﬁnancial modelling utilising sensitivity analyses on key variables including demand risk and 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 of prospective investments. The Management Team may generally make investment and divestment decisions in relation to the Private Portfolio without seeking Investment Committee or Board approval where a decision represents less than US$10 million in value by reference to the underlying investment. However, where such a decision plus all other decisions representing less than US$10 million in value made by the Management Team over the preceding 12 months exceed, in aggregate, 5 per cent. of the Net Asset Value of the Investment Portfolio, such decision must be referred to the Investment Committee which will, if it considers it appropriate, make a recommendation 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 in the 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 this Part 3 of this Prospectus, where applicable.

77 OVERVIEW OF PRIVATE AND LISTED PORTFOLIO APPROVAL PROCESS

Private Portfolio Joint Team Approach Listed Portfolio Origination Exploiting team’s networks, Sharing contacts; ability for Extensive knowledge of deep industry links and private team to access and listed universe; research management and company engage with more senior on existing and prospective relationships. Target echelons of management holdings and assessment names typically withheld as teams through listed of valuations relationships mature into team’s holdings/ deals relationships Regulatory Search Recent meetings include Knowledge sharing post Recent meetings include DECC (UK), OFGEM (UK), meetings with regulators to DECC (UK), CPUC (US), OFWAT (UK), FERC achieve an informed and EGAT in Thailand, NEA in (USA), EU Commission central view on revenue China (Water), CPUC and PUCT mechanisms, regulatory (USA), several state risk and contractual governments (USA) relationships Counterparty Evaluation Evaluation of Intelligence sharing on Analysis of the credit counterparties’ credit and trends and (where quality of counterparties to management quality, possible/applicable) all contracts incentive structures and analysis on counterparties capability Technology Due Diligence Technical due diligence on Private team can leverage Regular meetings with assets and portfolios (with access and information equipment suppliers to technical advisor where from listed team’s links with gain and maintain strong appropriate) mature technology understanding of providers and OEMs technology and operational risks Detailed Project Models Detailed proprietary Share advances of Analysts build detailed internal models which signiﬁcant trends in project project-by-project models include Montecarlo modelling (e.g. shifts in the as cashﬂows are not scenarios driven by basis of debt provision always smooth throughout Greensphere Advisor’s experienced by mature a project’s life deep engineering/technical listed portfolios that may understanding of the affect the private portfolio) operational variability and outcomes

PHASE 1 INVESTMENT PAPER – GATING Detailed DD and Execution Gated cost item. Moratorium on information Detailed analysis of legal Undertaken only when the sharing – target names prospectuses, 10Qs, 10Ks Investment Committee typically withheld from and annual reports approves Phase 1 Ecofin investment paper Post-investment Plan and 100-day plan agreed at Ecofin benefits from Regular company Monitoring Phase 2 Investment interaction with management meetings to Committee prior to Management Team monitor quarterly earnings investment. Operating members, from their and industry partner and operations perspectives and their developments; trading team allocated to execute industry knowledge around positions on plan; original investment team monitors the deal as well

CORPORATE GOVERNANCE Governance codes The Company intends, from Admission, to comply with, the principles of good governance contained in the AIC Code (which complements the Corporate Governance Code and provides a framework 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 and associated disclosure requirements. In particular, the Disclosure Guidance and Transparency Rules require the Company to: (a) make a corporate governance statement in its annual report and accounts 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 to become a member of the AIC following Admission.

78 Board Committees Audit Committee The Audit Committee comprises all the non-executive Directors and is chaired by Mr Moulton. The Audit Committee will meet at least twice per year. The Audit Committee is responsible for reviewing the annual and half yearly accounts, the system of internal controls and risk management, and the terms of appointment and remuneration of the Auditors, as well as the nature and scope of the external audit and the findings from it. It is also the forum through which the Auditors report to the Board. The Audit Committee is also responsible for reviewing the objectivity of the external Auditors and the terms under which the external Auditors are appointed to perform non-audit services, including their remuneration and the provision of non-audit services by them. The Audit Committee will review the need for non-audit services and authorise them on a case by case basis. The Audit Committee will meet representatives of the AIFM and its compliance officers who will report as to the proper conduct of business in accordance with the regulatory environment in which the Company and the AIFM operate. The Company’s Auditors will also attend the Audit Committee at its request and report on its work procedures, the quality and effectiveness of the Company’s accounting records and its findings in relation to the Company’s statutory audit. The Company will meet with the Auditors, without representatives of Ecofin or Greensphere Capital Partners being present, at least once a year.

Management Engagement Committee The Board as a whole performs the role of the Management Engagement Committee. On a regular basis and at least once a year, the Board will review the appropriateness of the continuing appointment of Ecoﬁn and Greensphere Capital Partners, and other service providers, together with the terms and conditions thereof and make recommendations on any proposed amendment to the AIFM Agreement, the Listed Portfolio Management Agreement, the Private Portfolio Management Agreement 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 the Company has with, other key service providers including the Registrar, the Administrator, the Company Secretary and the Depositary.

Nomination Committee The Company has established a nomination committee which comprises all of the Directors with Mr Nolan as Chairman of the committee. The Nomination Committee’s main function is to regularly review the structure, size and composition of the Board, the Management Team and to consider succession planning for Directors and senior members of the Management Team. The Nomination Committee 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 Remuneration Committee is to review annually remuneration trends that are relevant across the Group and obtain reliable and up-to-date information about the remuneration of directors and senior employees in other companies; consider and make recommendations to the Board on the framework for the remuneration of the executive Director and other senior employees; ensure that the executive Director and senior employees are provided with appropriate annual incentives to encourage enhanced performance and that they are rewarded for their individual contributions to the success of the Company; and approve the structure of, and determine targets for, any long-term incentive plans operated by the Company. In developing its recommendations, the Remuneration Committee will 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 persons discharging managerial responsibility which imposes restrictions on conducting transactions in the Company’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 have or be thought to have, in particular during periods leading up to the announcement of the Company’s results.

79 POTENTIAL CONFLICTS OF INTEREST The Company, the Administrator, the Depositary, Numis, Greensphere Advisors, Greensphere Capital Partners, Ecofin and any of the Company’s other professional advisers, any of their directors, officers, employees, agents and connected persons and the Directors and any person or company with whom they are affiliated or by whom they are employed (each an ‘‘Interested Party’’) may be involved in other financial, investment or other professional activities which may cause 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 the Company to other entities; (b) buy, sell or deal with Sustainable Infrastructure Investments on its own account (including dealings with the Company); and/or (c) take on engagements for profit to provide services including but not limited to origination, development, financial advice, transaction execution, asset and special purpose vehicle management with respect to Sustainable Infrastructure Investments and entities including Sustainable Infrastructure Projects that are or may be owned directly or indirectly by the Company. Interested Parties will not in any such circumstances be liable to account for any profit earned from any such services. The Directors and the Company (and the Company’s officers, employees and agents) will at all times have due regard to their duties owed to members of the Company and where a conflict arises they will endeavour to ensure that it is resolved fairly. Subject to the arrangements explained above, the Company may (directly or indirectly) acquire securities from or dispose of securities to any Interested Party or any investment fund or account advised or managed by any such person. An Interested Party may provide professional services to members of the Company and its subsidiaries (provided that no Interested Party will act as Auditor to the Company) or hold Shares and buy, hold and deal in any investments for its own account notwithstanding that similar investments may be held by the Company (directly or indirectly). An Interested Party may contract or enter into any financial or other transaction with the Company and its subsidiaries or with any Shareholder or any entity any of whose securities are held by or for the account of the Company, or be interested in any such contract or transaction. Furthermore, any Interested Party may receive commissions to which it is contractually entitled in relation to any sale or 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 less beneficial to the Company than a transaction involving a disinterested party and any commission is in line with market practice.

ADMINISTRATOR Praxis has been appointed to provide administration and company secretarial services to the Company including calculating the Net Asset Value, keeping minute books, administering insider lists for the purposes of MAR, assisting with regulatory compliance pursuant to the Disclosure Guidance and Transparency Rules and Listing Rules and preparing announcements, pursuant to the 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 as an AIF is required to appoint to ensure that its AIFM can comply with the AIFM Rules). The Depositary will also act as the Company’s custodian. Further details of the agreement entered into between 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 where required by the AIFM Directive; otherwise the Company’s assets will be held by the Company, its holding subsidiaries or its or their nominees. The Depositary is a French credit institution subject to the supervision of the French Financial supervision authority, the Autorite´ de controˆle Prudentiel. The Depositary acts through a branch established in the UK.

REGISTRAR AND RECEIVING AGENT Link Asset Services (a trading name of Link Market Services Limited) has been appointed as the Company’s Registrar and the Company’s Receiving Agent for the Offer for Subscription pursuant to the Registrar Agreement and the Receiving Agent Agreement respectively (further details of which are set out in Part 8 of this Prospectus).

80 AUDITOR PricewaterhouseCoopers LLP, which is registered to carry out audit work by the Institute of Chartered 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 Sustainable Infrastructure Investments comprising the Private Portfolio. The Company will bear the cost of any such external valuer. Following the appointment of Greensphere Advisors as AIFM, the appointment of the external valuer will be reviewed. Following such review, Greensphere Advisors may assume responsibility for valuing the Sustainable Infrastructure Investments comprising the Private Portfolio.

81 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 and include 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 KGI Distribution 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 by the Company from the Gross Issue Proceeds. On the basis that the maximum Gross Issue Proceeds of US$500 million are raised, the Issue Costs 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 issued pursuant to the Placing Programme may be issued as Ordinary Shares and/or C Shares at the discretion of the Directors. The net proceeds of the Placing Programme are dependent on: (a) the aggregate number of Shares issued pursuant to the Placing Programme; (b) the price at which any Shares issued as Ordinary 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 a Subsequent Placing will be determined. The costs and expenses of any Subsequent Placing of C Shares will be deducted from the gross proceeds of such Subsequent Placing and will be borne by those C Shareholders that subscribed under the relevant Subsequent Placing. The costs and expenses of any Subsequent Placing of Ordinary Shares will be deducted from the gross proceeds of the Subsequent Placing and will be borne by Ordinary Shareholders who subscribe in the relevant Subsequent Placing by virtue of the premium at which such Ordinary Shares will be issued to the Net Asset Value per Ordinary Share which will be at least sufﬁcient to cover the costs and expenses of the Subsequent Placing. The costs and expenses of any Subsequent Placing 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 are expected to be approximately 0.7 per cent. of the Company’s Net Asset Value, assuming the Issue is fully subscribed and that, following Admission, the Company will have an initial Net Asset Value of US$490 million. If the Issue raises the minimum required to proceed of US$200 million, the Ongoing Charges are expected initially to be 1.4 per cent. of its Net Asset Value in the first financial year on the assumption that Ongoing Charges are the same, regardless of the Issue size as 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 aside to 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 above estimates. Some expenses are, however, either irregular or non-recurring. This makes them difficult to know in advance or to estimate. These expenses have been excluded from the above estimation. For this reason, the maximum amount of fees, charges and expenses that Shareholders will bear in relation to their investment in the Company cannot be determined in advance. The ongoing expenses factored into the above estimate include (but are not limited to) the following: AIFM Fee The Company will pay a fixed fee of £75,000 per annum to Ecofin plus VAT (if applicable) for acting as AIFM, payable monthly in arrears. Once Greensphere Advisors receives the relevant

82 permissions from the FCA to act as AIFM and replaces Ecofin as AIFM after two years from Admission, 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 the management of the Listed Portfolio. The Company may (but shall not be obliged to) pay Ecofin such additional sums as may be determined from time to time by the Board if the Company outperforms its dividend targets such that the performance conditions for awards to be made in accordance with the Company’s long-term incentive plan are satisfied and the Board determines that Ecofin’s performance has materially contributed to the Company satisfying such performance targets. Pursuant to the Listed Portfolio Management Agreement, the Company has agreed to pay the fixed fee for three years from Admission, with the Listed Portfolio Management Agreement being terminable on notice thereafter. The Company will review the arrangements relating to the Listed Portfolio 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 the Private Portfolio. Greensphere Advisors’ Operational Expenses The overheads of Greensphere Advisors, including the salaries and remuneration of Greensphere Advisors’ employees (including amounts budgeted for bonus payments), as well as amounts that will be set aside to provide pension and retirement benefits, insurance, rent and utilities expenditure are currently anticipated to be approximately £1,800,000 in the first year after Admission. Administration and Corporate Secretarial Fees 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. The Administrator is also entitled to certain additional fees for the provision of additional services such as additional reporting and 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 Asset Value up to US$100 million, 2 basis points of the Net Asset Value in excess of US$100 million up to US$300 million, and 1 basis point of the Net Asset Value in excess of US$300 million, with a minimum annual fee of £25,000. The Depositary will be entitled to a variable custody fee of between 0.5 and 5 basis points, depending on where the assets are located, together with transaction fees where applicable. Registrar Fees As at the date of this Prospectus, the Registrar will be paid an annual share registration services fee of £6,500 exclusive of VAT (increasing with RPI), payable monthly in arrears. This fee is based on certain service volume assumptions and will, therefore, increase if these are exceeded. Further costs 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 of the first financial period of the Company comprises £70,000 payable to Mr Nolan, and £50,000 payable to each of Mr Moulton, Mr Peckham and Mr Yadigaroglu, in addition to the fees for chairing committees of the board as detailed below. Ms Seshamani is an executive Director and will 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 them in attending general meetings, board or committee meetings or otherwise in connection with the performance 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 are requested by the Board to perform extra or special services on behalf of the Company. The Chairman of each of the Remuneration Committee, the Nomination Committee and the Audit Committee is entitled to an additional fee of £5,000 per annum.

83 The Company maintains annual investment manager insurance covering directors’ liability at a cost that 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 service providers 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 or on behalf of the Company) in connection with the acquisition of its investments. Such costs to be borne by the Company include legal and due diligence costs, stamp duties, taxes, commission, foreign exchange costs, bank charges, registration fees relating to investments, insurance and security costs and all other costs associated with the acquisition, holding and disposal of investments (including execution and research charges from brokers on the Listed Portfolio), and may also include fees paid to third party investment advisers in connection with the sourcing of investments. The Company will bear the costs and charges relating to any deposits pending investment or investments in cash or near cash assets on a temporary basis together with any costs 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 not been 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 will play an important role in achieving short and long-term business objectives that ultimately drives business success and alignment with Shareholders’ long-term goals. The level and structure of the remuneration, compensation and any other benefits to which the Management Team members are entitled 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 the execution of the Company’s Investment Policy and fulfilment of the Company’s investment objectives; * establish performance goals that, if met, are expected to improve long-term Shareholder value; and * link compensation to performance goals and provide meaningful rewards for achieving them. The remuneration programme will be reviewed annually and appropriate benchmarking with comparable businesses to that of the Company will be undertaken with the intention of ensuring that the remuneration programme remains competitive in order to achieve the objectives set out above. Both short-term and long-term financial performance targets for the Company will be set by the Company’s Remuneration Committee each year to incentivise the Management Team to improve that year’s forecast financial results whilst ensuring that due credit is given for management activities that are focussed on longer-term considerations.

Salaries and Bonuses Under the current remuneration programme, all employees of Greensphere Advisors are entitled to an annual base salary payable monthly in arrears, which will be reviewed annually by the Company’s Remuneration Committee. All employees will be eligible for a bonus in cash on top of their base salary. Bonuses will be determined by the Remuneration Committee.

84 Share of Co-investment Carried Interest It is intended that carried interest (or analogous performance related incentives) which may be applicable in respect of new deals with co-investors will be allocated such that a proportion of such carried interest may be payable to the deal team with the balance being paid to Greensphere Advisors. 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-based long-term incentive plan (‘‘LTIP’’) which will reward outperformance by the Company of its dividend targets over certain periods. The maximum aggregate LTIP award in respect of any period is 15 per cent. of the amount by which the Covered Dividend for the period exceeds the hurdle for that period. The hurdle is 6 cents per Ordinary Share per year (subject to adjustment for inflation for the financial year 2021 onwards), provided that the average Net Asset Value per Ordinary Share in the six month period ended 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 and averaged, over three year periods, save that in the first year of operation there will be no averaging and in the second year of operation, year one and year two will be averaged. No Awards may be made under the LTIP until the Company’s Covered Dividend first exceeds the hurdle. Awards will be of rights to acquire Ordinary Shares for no consideration. Eligible employees will receive the amount of their Award in Ordinary Shares, issued on the basis of the then prevailing Net Asset Value per Ordinary Share. The Remuneration Committee will determine the number of Shares covered by each participant’s Award. An Award will vest in three equal annual instalments on the first, second and third anniversaries of the start of the financial year in which the Award is granted, subject to the holder remaining in continuous 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 grants made since Admission and otherwise within the preceding ten years under all employee share plans operated by the Company would exceed or further exceed 10 per cent. of the issued share capital 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 is expected to be held no later than December 2018. Thereafter, the Company will hold an annual general meeting each calendar year.

Reporting The Company’s annual report and accounts will be prepared up to 31 December each year, with the ﬁrst period ending on 31 December 2018, and it is expected that copies will be sent to Shareholders by the end of the following April. The Company will prepare and make public an interim 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 receive unaudited 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. The unaudited Net Asset Value of the Company will be calculated by the Administrator and released on a Regulatory Information Service on a weekly basis.

Accounting Policies The audited accounts of the Company will be prepared under IFRS and in accordance with the Act, the AIFM Rules and the Listing Rules. Financial statements prepared by the Company in accordance with IFRS will include a statement of comprehensive income, a statement of ﬁnancial position, a statement of changes in equity and a

85 cashﬂow statement. Gains/losses on investments within the statement of comprehensive income will show the movement in fair value of the investments and any gains/losses on disposals of investments. The Company’s management and administration fees, ﬁnance costs and other operating expenses will be charged through the statement of comprehensive income. Costs directly relating 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 a weekly basis. Such calculations will be notified through a Regulatory Information Service and will also be available on the Company’s website. The Net Asset Value is the value of all assets of the Company less liabilities (including provisions for such liabilities). The Net Asset Value per Share is the Net Asset Value divided by the number of 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 out valuations of the Listed Portfolio which will be consistent with IFRS. The Company’s current valuation 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 system and regularly traded thereon will be valued at the closing bid price or in the absence of a closing bid price, last traded price as quoted on the relevant stock exchange, as at the relevant 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 are available on more than one exchange or system for a particular security the price will be the closing price on the exchange which constitutes the main market for such security or the one which the Directors and the AIFM jointly, in their sole discretion, determine provides the fairest criteria in ascribing a value to such security; (B) any security which is not listed or quoted on any securities exchange or similar electronic system or if, being so listed or quoted, is not regularly traded thereon or in respect of which no prices as described above are available, will be valued at its probable realisation value as determined 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 of the holding having regard to the total amount of such security in issue, and such other factors as the Directors and the AIFM jointly, in their sole discretion, deem relevant in considering a positive or negative adjustment to the valuation; (C) investments, other than securities, which are dealt in or traded through a clearing firm or an exchange or through a financial institution will be valued by reference to the most recent official settlement price quoted by that clearing house, exchange or financial institution. If there is no such price, then the average will be taken between the lowest offer price and the highest bid price at the close of business on any market on which such investments are or can be dealt in or traded, provided that where such investments are dealt in or traded on more than one market, the Directors and the AIFM jointly may determine which market shall prevail; (D) investments, other than securities, including over-the-counter derivative contracts, which are not dealt in or traded through a clearing firm or an exchange or through a financial institution will be valued on the basis of the latest available valuation provided by the relevant counterparty; (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 into Dollars at the rate (whether official or otherwise) which the Directors and the AIFM jointly, in their absolute discretion, deem applicable as at close of business on the relevant valuation day, having regard, among other things, to any premium or discount which they consider may be relevant and to costs of exchange. The Company will appoint an External Valuer to value the Sustainable Infrastructure Investments in the Private Portfolio (as they are not publicly traded) on a semi-annual basis. The External Valuer will agree the appropriate valuation guidelines and methodology in respect of the Private Portfolio with the Directors and the AIFM and the valuations will be determined in line with IFRS. The Net

86 Asset Value per Share calculated by the Administrator will be based, in respect of the Private Portfolio, 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 to be used if they consider that such method of valuation better reﬂects value and is in accordance with 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 the control, responsibility or power of the Board, disposal or valuation of investments of the Company or other transactions in the ordinary course of the Company’s business are not reasonably practicable without being materially detrimental to the interests of Shareholders or if, in the opinion of the Board: (a) the Net Asset Value cannot be fairly calculated; (b) there is a breakdown of the means 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 timely basis. Any suspension in the calculation of the Net Asset Value, to the extent required under the Articles or by the Listing Rules, will be notiﬁed through a Regulatory Information Service as soon as practicable after any such suspension occurs.

DISTRIBUTION POLICY* General The Company may pay a dividend at the discretion of the Board. The Company will target a dividend of 3 cents per Ordinary Share in its first financial year, 5 cents per Ordinary Share in its second financial year, 6 cents per Ordinary Share in its third financial year and will target an annual 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 on 31 December 2018. Thereafter it is intended that dividends will be paid semi-annually as interim dividends 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’s net income (calculated as received revenue less the operating costs of the Company charged to the revenue column of the Company’s income statement) in any financial period exceeds the amount paid as dividend, this excess may be retained by the Company for use in smoothing future dividend 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, would represent an amount greater than the Company’s net income (calculated as above) for the relevant period, part of such dividend payment would, after paying out available net income, have to be made 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 for the purposes of section 1158 of the Corporation Tax Act 2010 (as amended) regarding distributable income. The rights attaching to the C Shares, including as to dividends and other distributions, are set out in Part 6 of this Prospectus. Dividends will be declared on the C Shares only in the event that there is material net income available for distribution to the holders of the C Shares of the relevant tranche.

Scrip Dividends The Company has the ability, by ordinary resolution, to offer Shareholders the right to elect to receive further Shares, credited as fully paid, instead of cash in respect of all or any part of any dividend (a scrip dividend). The Directors believe that the ability for Shareholders to elect to receive future dividends from the Company wholly or partly in the form of new Shares in the Company rather than in cash is likely to beneﬁt both the Company and certain Shareholders. The Company will beneﬁt from the ability to retain cash which would otherwise be paid as dividends. To the extent that a scrip dividend alternative is offered in respect of any future dividend, Shareholders will be able to increase their Shareholdings 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 Company will make any distributions or have any capital appreciation at all.

87 whether to offer such a scrip dividend alternative in respect of any dividend will be made by the Directors at the time the relevant dividend is declared and must be authorised by an ordinary resolution 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 granted Shareholder authority (subject to the Listing Rules and all other applicable legislation and regulations) to purchase in the market up to 14.99 per cent. per annum of the Ordinary Shares in issue immediately following Admission. This authority will expire at the conclusion of the ﬁrst annual 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 general meeting.

It is the Company’s investment objective to return value to Shareholders in the form of dividends and 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 capital distributions ahead of Ordinary Share repurchases in the market. However, if the Ordinary Shares have traded at a signiﬁcant discount to NAV for a prolonged period the Board will consider prioritising the use of net income after the payment of dividends for market repurchases over other uses of capital.

If the Board does decide that the Company should repurchase Ordinary Shares, purchases will only be made through the market for cash at prices below the estimated prevailing Net Asset Value per Ordinary Share where the Directors believe such purchases will result in an increase in the Net Asset Value per Ordinary Share. Such purchases will only be made in accordance with the Act and the Listing Rules, which currently provide that the maximum price to be paid per Ordinary Share must be not more than the higher of: (a) ﬁve per cent. above the average market value of the Ordinary Shares for the ﬁve Business Days prior to the day the purchase is made; or (b) the higher of the price of the last independent trade and the highest independent bid for the Ordinary Shares at the time of the purchase for any number of the Ordinary Shares on the trading venue where the purchase is carried out.

Tender offers The Company may also make tender offers from time to time as part of its overall approach to discount management. As such, subject to certain limitations and the Directors exercising their discretion to operate the tender offer on any relevant occasion, Shareholders may tender for purchase all or part of their holdings of Ordinary Shares for cash. Tender offers will, for regulatory reasons, 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, as principal, purchase the Ordinary Shares tendered at the tender price and will sell the relevant Ordinary Shares on to the Company at the same price by way of an on-market transaction, unless the Company has agreed with the market maker that the market maker may sell any of the Ordinary Shares in the market. Tender offers will be conducted in accordance with the Listing Rules 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 powers to repurchase Shares either pursuant to a tender offer or the general repurchase authority is entirely discretionary and they should place no expectation or reliance on the Directors exercising such discretion on any one or more occasions. Moreover, prospective Shareholders should not expect, as a result of the Directors exercising such discretion, to be able to realise all or part of their holding of Shares, by whatever means available to them, at a value reﬂecting their underlying Net Asset Value.

88 Treasury shares The Company is able to hold Ordinary Shares acquired by way of market purchase or by way of tender offer as treasury shares i.e. the Ordinary Shares which remain in issue and owned by the Company rather than being cancelled. Such Ordinary Shares may be subsequently cancelled or sold for cash. Up to 14.99 per cent. of the Ordinary Shares in issue at any time may be bought by the Company in the market (as described above) or by way of tender offer and held as treasury shares. This would give the Company the ability to sell Ordinary Shares held as treasury shares quickly and cost efﬁciently, and would provide the Company with additional ﬂexibility in the management of its capital base.

LIFE OF THE COMPANY The Company has been established with an indefinite life; however, the Directors consider it desirable to give the Shareholders the opportunity to review the future of the Company in certain specific circumstances. The Company will propose a continuation vote to Shareholders in any of the following circumstances: (a) if at any time prior to the third anniversary of the date of Admission, Ms Seshamani ceases to 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 for investment 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 of determining whether amounts have been invested in Sustainable Infrastructure Investments during that period any Sustainable Infrastructure Investments that are held for less than three months); and (c) if the Company does not pay a Covered Dividend for the financial year ending 31 December 2020 of at least 6 cents per Ordinary Share. Continuation votes will require more than 50 per cent. of the total voting rights cast on the resolution to be in favour in order for the Company to continue in its current format. If the resolution is not passed, the Directors will formulate proposals to be put to Shareholders within six months 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 fifth anniversary of such date, Ms Seshamani ceases to be actively involved in the management of the Company then the continuation of the Company will be referred to the Board for consideration.

89 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 each pursuant 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 will receive approximately US$490 million from the Issue, net of fees and expenses (including VAT where relevant) associated with the Issue, which are anticipated to amount to approximately US$10 million. The Directors intend that the Net Issue Proceeds will be used by the Company to acquire investments in accordance with the Investment Policy, pay ongoing operational expenses and provide 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 Company and Numis may agree, being not later than the Final Date; * the Issue Agreement having become unconditional in all respects (save as to each subsequent Admission under the Placing Programme) and not having been terminated in accordance 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 the Issue is conditional, the Directors, with the consent of Numis, may bring forward or postpone the closing date for the Placing and the Offer for Subscription by up to two weeks. The Issue may not be 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 be admitted to the Ofﬁcial List with a premium listing and to trading on the premium segment of the Main Market.

The Offer for Subscription The Offer for Subscription will open on 1 December 2017 and the latest time for receipt of Application 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 Form are included at the end of this Prospectus. These terms and conditions should be read carefully before an application is made. Investors who are in any doubt about the Offer for Subscription should consult a person authorised for the purposes of FSMA who specialises in advising on the acquisition of shares and other securities. Application Forms, accompanied by a cheque or duly endorsed banker’s draft (where making payment in such manner), should be returned by post (or by hand during normal business hours only) to Link Asset Services Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU by no later than 11.00 a.m. on 14 December 2017.

The Placing The Company, Greensphere Capital Partners, Ecoﬁn, certain Directors and Numis have entered into the Issue Agreement, pursuant to which Numis has agreed, subject to certain conditions, to use reasonable endeavours to procure placees for up to 500 million Ordinary Shares at the Issue Price under the Placing (less the number of Ordinary Shares required to satisfy valid applications accepted by the Company under the Offer for Subscription). Placing commitments should be received 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, the Directors will, at their discretion, scale back subscriptions under the Placing and the Offer for Subscription in such amounts as they consider appropriate. The Company reserves the right to decline in whole or in part any application for Ordinary Shares pursuant to the Placing or Offer for

90 Subscription. Accordingly, applicants for Ordinary Shares may, in certain circumstances, not be allotted the number of Ordinary Shares for which they have applied. In particular, the Company intends to scale back applications to the extent required to ensure that applications for Ordinary Shares made by Directors, Greensphere management and their families and any other investors speciﬁcally 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 2017 through a Regulatory Information Service.

THE PLACING PROGRAMME Introduction Following the Issue, the Directors intend to implement the Placing Programme to enable the Company 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, which may be issued as Ordinary Shares and/or C Shares at the discretion of the Directors. The Directors expect to issue Shares pursuant to the Placing Programme as C Shares only in circumstances where: (a) the Company is raising capital that it does not expect to be able to fully deploy 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 a period and it is intended to issue Shares on an ex-dividend basis for the relevant period (although there may be other circumstances in which the Directors consider that it is in the best interests of the 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 the Directors (in consultation with Numis). The net proceeds of the Placing Programme are dependent on: (i) the aggregate number of Shares issued pursuant to the Placing Programme; and (ii) the price 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, assuming that 500 million Shares are issued as C Shares at a Placing Programme Price of US$1.00 per C Share under the Placing Programme in a single Subsequent Placing, the Company would raise US$500 million of gross proceeds from the Placing Programme. Assuming the deduction of expenses of approximately US$10 million, the net proceeds of the Placing Programme would be approximately US$490 million. The Company intends to use the net proceeds from any Subsequent Placing to fund the acquisition of further investments in accordance with the Investment Policy, to pay ongoing operational expenses or for other working capital purposes. The Directors will consider the potential impact of the Placing Programme on the payment of dividends to Shareholders and intend to ensure that it will not result in any material dilution of the dividends per Ordinary Share that the Company may be able to pay. If US$500 million is raised under the Placing Programme by the issue of Ordinary Shares and assuming that US$500 million is raised pursuant to the Placing and Offer for Subscription before expenses, based on an example Placing Programme Price per Ordinary Share of US$1.00, a Shareholder holding Ordinary Shares representing 1 per cent. of the Company’s issued Ordinary Share capital immediately following Admission on completion of the Issue, who does not participate in the Placing Programme, would, following the completion of the Placing Programme, hold Ordinary Shares representing approximately 0.5 per cent. of the Company’s issued Ordinary Shares. The Placing Programme should enable the Company to take advantage of investment opportunities as 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 such date 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 Subsequent Placing and not having been terminated in accordance with its terms before the relevant Admission; and

91 (c) a valid supplementary prospectus being published by the Company if required by the Prospectus Rules. In circumstances in which these conditions are not fully met, the issue of Shares pursuant to that Subsequent Placing will not proceed. There is no minimum size of the Placing Programme and the Subsequent Placings under the Placing Programme will not be underwritten. Ordinary Shares and C Shares of each tranche issued pursuant to the Placing Programme will rank pari passu with the Ordinary Shares and C Shares of the same tranche, as applicable, then in issue (save for any dividends or other distributions declared, made or paid on the Ordinary Shares 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 a premium to the latest published Net Asset Value per Ordinary Share which is at least sufﬁcient to cover the costs and expenses of the relevant Subsequent Placing (which will not exceed 2 per cent. of the gross proceeds from the relevant Subsequent Placing). In determining the relevant Placing Programme Price, the Directors will also take into consideration (inter alia), the prevailing market conditions at that time. The actual Placing Programme Price for Shares to be issued as Ordinary Shares pursuant to a Subsequent Placing will be published as soon as reasonably practicable following the closing of that Subsequent Placing through a Regulatory Information Service. The Placing Programme Price of any C Shares issued pursuant to the Placing Programme will be US$1.00 per C Share.

General The Shares available under the Placing Programme will be offered to institutional and other sophisticated investors. The closing date for each Subsequent Placing will be as agreed between the Company and Numis and notified to Placees. The Company, Greensphere Capital Partners, Ecofin, certain Directors and Numis have entered into the Issue Agreement, pursuant to which Numis has agreed, subject to certain conditions, to use its reasonable endeavours to procure subscribers for the Shares made available under the Placing Programme. The terms and conditions of the Placing Programme are set out at the end of this Prospectus. These terms and conditions, together with any relevant supplementary prospectus applicable to the relevant Subsequent Placing, should be read carefully before a commitment pursuant to any Subsequent Placing is made. Investors will be informed whether the Company will issue Shares pursuant to a Subsequent Placing as Ordinary Shares or C Shares by the publication of an announcement through an RIS at the time of the relevant Subsequent Placing. If subscriptions under a Subsequent Placing exceed the maximum number of Shares available under that Subsequent Placing, the Directors, in consultation with Numis, will scale back subscriptions 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 that Subsequent Placing. The basis of allocation shall be determined by the Directors after consultation with Numis. CREST accounts are expected to be credited on the date of the relevant Admission and it is anticipated that, where Shareholders have requested them, certificates in respect of the Shares to be held in certificated form will be dispatched approximately one week following Admission of the relevant Shares. Pending receipt by Shareholders of definitive share certificates, if issued, the Registrar 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 be announced at the time of the relevant Subsequent Placing through a Regulatory Information Service.

92 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 of Numis, may bring forward or postpone the closing date for the Placing and the Offer for Subscription 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 in part, the conditions of the Issue are not met, or the Directors determine in their absolute discretion that the Issue should not proceed, monies received by Link Asset Services, as Receiving Agent to the Offer for Subscription, will be returned to each relevant applicant at the applicant’s risk and without interest. To the extent that any application for subscription under a Subsequent Placing is rejected in whole or in part, the conditions of the Subsequent Placing are not met, or the Directors determine in their absolute discretion that a Subsequent Placing should not proceed, monies received will be returned to 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 any Subsequent Placing. Under the Offer for Subscription, ﬁnancial intermediaries who are investing on behalf of clients should make separate applications for each client. Multiple applications or suspected 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 Shares by such persons. This Prospectus does not constitute an offer to sell or an offer to subscribe for or buy Shares in any 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 and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and the Company has not registered, and does not intend 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 the United States or to, or for the account or beneﬁt of, any US Persons except in a transaction meeting the requirements of an applicable exemption from the registration requirements of the US Securities Act.

CREST CREST is a paperless settlement procedure enabling securities to be transferred from one person’s CREST account to another without the need to use share certificates or written instruments of transfer. The Articles permit the holding of the Shares under the CREST system and the Company will apply for the Shares issued pursuant to the Issue and the Placing Programme to be admitted to CREST with effect from the relevant Admission. Accordingly, settlement of transactions in the Shares following the relevant Admission may take place within the CREST system if any Shareholder 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 that Shareholder which are being held under the CREST system may be exchanged, in whole or in part, for Shares in certificated form. If a Shareholder or transferee requests Shares to be issued in certificated form, a share certificate will be despatched either to them or their nominated agent (at their own risk) within 21 days of completion 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 to hold their Shares through CREST in uncertificated form provided that they surrender their definitive certificates.

93 Dealing Arrangements The Issue Application will be made for the Ordinary Shares to be admitted to trading on the Main Market. It is expected that Admission will become effective, and that dealings in the Ordinary Shares will commence, 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 to be admitted to trading on the Main Market. It is expected that Admissions in respect of the Placing Programme will become effective, and that dealings for normal settlement in Shares issued pursuant to the Placing Programme will take place, between 21 December 2017 and 29 November 2018. 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 risk of the parties concerned.

Settlement The latest time and date for acceptance and payment in full is expected to be 11.00 a.m. on 14 December 2017 for the Offer for Subscription and 12 noon on 15 December 2017 for the Placing, unless otherwise announced by the Company. The Placing Payment for the Ordinary Shares to be acquired under the Placing should be made in accordance with 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 in accordance 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 Shares applied for under the Offer for Subscription may be made by cheque or banker’s draft, by electronic 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 in accordance 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 in the UK, the Company and its agents, including the Administrator, the Registrar, the Receiving Agent, Greensphere Advisors, the AIFM and Numis may require evidence in connection with any application for Shares, including further identification of the applicant(s), before any Shares are issued 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 is necessary to verify the identity of a prospective Shareholder and (if any) the underlying prospective beneficial owner of a Shareholder’s Shares. In the event of delay or failure by the prospective Shareholder to produce any information required for verification purposes, the Directors, in consultation with the Receiving Agent and Numis may refuse to accept a subscription for Shares.

94 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 existing and new investors which could arise out of a conventional ﬁxed price issue of further Ordinary Shares 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 expenses associated with the relevant Subsequent Placing which will be borne by the subscribers for C Shares and not by existing Shareholders; and (b) the basis upon which the C Shares will convert into Ordinary Shares is such that the number of Ordinary Shares to which C Shareholders will become entitled will reﬂect the relative investment performance and value of the pool of new capital attributable to the C Shares raised pursuant to the relevant Subsequent Placing up to the Calculation Time as 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 nor the Net Asset Value attributable to the C Shares will be adversely affected by Conversion. 1.2 The C Shares will convert into Ordinary Shares on the basis of the Conversion Ratio which will be calculated at a time determined by the Directors in accordance with the Articles (as set out more fully below). Once the Conversion Ratio has been calculated, the C Shares will convert 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 in circumstances where: (a) the Company is raising capital that it does not expect to be able to fully deploy 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 a period and it is intended to issue Shares on an ex-dividend basis for the relevant period, although there may be other circumstances in which the Directors consider that it is in the best interests of the Company to issue C Shares pursuant to the Placing Programme. 1.4 This Prospectus is also a prospectus for the purposes of the Prospectus Rules with respect to the Ordinary Shares into which the C Shares may convert in accordance with the terms outlined in this Part 6.

2. EXAMPLE OF CONVERSION MECHANISM 2.1 The following example illustrates the basis on which the number of Ordinary Shares arising on Conversion will be calculated. The example is unaudited and is not intended to be a forecast of the number of Ordinary Shares which will arise on Conversion, nor a forecast of the level of income which may accrue to Ordinary Shares in the future. The Conversion Ratio at the Calculation Time will be calculated by reference to the Net Asset Values of the Ordinary Shares and the C Shares at the Calculation Time and may not be the same as the illustrative Net Asset Values set out below. 2.2 The example illustrates the number of Ordinary Shares which would arise on the conversion of 1,000 C Shares held at Conversion using assumed NAVs attributable to the C Shares and the Ordinary Shares in issue at the Calculation Time. The assumed NAV attributable to a C Share at the Calculation Time is based on the assumption that 100 million C Shares are issued and that the costs of the relevant Subsequent Placing of C Shares amount to US$2 million. The assumed NAV attributable to each Ordinary Share is US$1.01.

Example Number of C Shares subscribed 1,000 Amount subscribed (US$) 1,000 Net Asset Value attributable to a C Share at the Calculation Time (US$) 0.98 Net Asset Value attributable to an Ordinary Share at the Calculation Time (US$) 1.01 Conversion Ratio 0.9703 Ordinary Shares arising in Conversion 970

95 3. TERMS OF THE C SHARES The rights and restrictions attaching to the C Shares are set out in the Articles. The relevant provisions 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 as C Class shares of whatever tranche and having the rights and being subject to the restrictions described 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. (or such other percentage as determined by the Directors at the time of issue of the relevant tranche of C Shares) of the assets attributable to that tranche of C Shares have been invested (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 Majeure Circumstances have arisen or the Directors resolve that such circumstances are in contemplation; (c) the close of business on such date as the Directors may determine to enable the Company to comply with its obligations in respect of Conversion; and (d) the close of business on the Business Day falling six months after the Admission of that tranche of C Shares or such other time or date as may be determined by the Directors at the time 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 of C 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 rounded upwards) where:

C–D A = E and

F–G B = H and where: ‘‘C’’ is the aggregate of: (i) the value of the investments of the Company attributable to the C Shares of the relevant tranche (other than investments which are subject to restrictions on transfer or a suspension of dealings, which are to be valued in accordance with (ii) below) which are listed or dealt in on a stock exchange or on a similar market: (a) calculated in the case of investments of the Company which are listed on the London Stock Exchange according to the prices issued by the London Stock Exchange as at the Calculation Time, being the closing middle market prices for all investments other than the FTSE 100 constituents and FTSE 100 reserve list constituents for which the last trade prices shall be used. If any such investments are traded under the London Stock Exchange Daily Electronic Trading Service (‘‘SETS’’) and the latest recorded prices at which such investments have been traded as shown in the London Stock Exchange Daily Ofﬁcial List differ materially from the bid and offer prices of the investments quoted on SETS as at the Calculation Time, the value of such investments shall be adjusted to reﬂect the fair realisable value as determined by the Directors. Investments of the Company which are listed, quoted or dealt in on any other recognised stock exchange shall be valued by reference to the closing middle market prices on the principal stock exchange or market where the relevant investment is listed, quoted or dealt in as at the Calculation Time, as shown by the relevant exchange’s or market’s recognised method

96 of publication of prices for such investments. Debt related securities (including Government 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 in the 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 the Directors; (ii) the value of all other investments of the Company attributable to the C Shares of the relevant tranche at their respective acquisition costs, subject to such adjustments as the Directors may deem appropriate to be made for any variations in the value of such investments between the date of acquisition and the Calculation Time; and (iii) the amount which, in the Directors’ opinion, fairly reflects, at the Calculation Time, the value of 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 and other items of a revenue nature less accrued expenses) other than those assets that are valued in accordance with paragraphs (i) or (ii) above in order to prevent any double-counting of the same assets; ‘‘D’’ is the amount which (to the extent not otherwise deducted in the calculation of ‘‘C’’) in the Directors’ opinion fairly reflects the amount of the liabilities attributable to the C Shares of the relevant 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 to restrictions on transfer or a suspension of dealings, which are to be valued in accordance with (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 a similar market: (a) calculated in the case of investments of the Company which are listed on the London Stock Exchange according to the prices issued by the London Stock Exchange as at the Calculation Time, being the closing middle market prices for all investments other than the FTSE 100 constituents and FTSE 100 reserve list constituents for which the last trade prices shall be used. If any such investments are traded under the London Stock Exchange Daily Electronic Trading Service (‘‘SETS’’) and the latest recorded prices at which such investments have been traded as shown in the London Stock Exchange Daily Official List differ materially from the bid and offer prices of the investments quoted on SETS as at the Calculation Time, the value of such investments shall be adjusted to reflect the fair realisable value as determined by the Directors. Investments of the Company which are listed, quoted or dealt in on any other recognised stock exchange shall be valued by reference to the closing middle market prices on the principal stock exchange or market where the relevant investment is listed, quoted or dealt in as at the Calculation Time, as shown by the relevant exchange’s or market’s recognised method of publication of prices for such investments. Debt related securities (including Government 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 in the 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 any other price publication services reasonably available to the Directors; (ii) the value of all other investments of the Company, other than investments attributable to the C Shares (of whatever tranche) in issue at the Calculation Time at their respective acquisition costs, subject to such adjustments as the Directors may deem appropriate to be made for any variations in the value of such investments between the date of acquisition and the Calculation Time; and

97 (iii) the amount which, in the Directors’ opinion, fairly reflects at the Calculation Time, the value of the current assets of the Company (including cash and deposits with or balances at bank and including 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 in order to prevent any double-counting of the same assets, and other than such assets attributable 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 the Directors’ opinion fairly reflects the amount of the liabilities and expenses of the Company at the Calculation Time including, for the avoidance of doubt, the full amount of all dividends declared but not 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 the Admission of the New Shares to the premium segment of the Official List becomes effective and which is the earlier of: (a) the opening of business on such Business Day as is selected by the Directors provided that such 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 have arisen 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 having the 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/or economic circumstances and/or actual or anticipated changes in fiscal or other legislation which, in the reasonable opinion of the Directors, renders Conversion necessary or desirable notwithstanding that less than 80 per cent. (or such other percentage as determined by the Directors at the time of issue of the relevant tranche of C Shares) of the assets attributable to the relevant tranche of C 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, from time to time, appoint for the purpose. Issue Date means in relation to any tranche of C Shares the date on which the Admission of such C Shares to the premium segment of the Official List becomes effective or, if later, the day on which 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 relevant tranche. For the purposes of part (a) of the definition of Calculation Time and the definition of Force Majeure Circumstances in relation to any tranche of C Shares, the assets attributable to the C Shares of that tranche shall be treated as having been ‘‘invested’’ if they have been expended by or on behalf of the Company in the acquisition or making of an investment (whether by subscription or purchase or repayment of any borrowing incurred in respect of the acquisition of any investment or investments even if such investment or investments were acquired prior to the issue of the relevant tranche of C Shares) or if any obligation to make such payment has arisen or crystallised (in each case unconditionally or subject only to the satisfaction conditions that the Directors reasonably believe will be satisfied before any final date for the satisfaction of such conditions has expired) in relation to which the consideration amount has been determined or is capable 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 force concerning companies and affecting the Company, the Directors shall be authorised to issue C Shares in tranches on such terms as they determine provided that such terms are consistent with the provisions contained in this paragraph. The Directors shall, on the issue of each tranche of C Shares, determine the Calculation Time and Conversion Time together with any 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 separate class of Shares. The Directors may, if they so decide, designate each tranche of C Shares in such manner as they see fit in order that each tranche of C Shares can be identified.

98 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, any dividends declared only insofar as such dividend is attributed, at the sole discretion of the Directors, 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 the Conversion of that tranche, the holders of Ordinary Shares shall be entitled to receive and participate in such dividend only insofar as such dividend is not attributed, at the sole discretion 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 Time and the Conversion Time in respect of a tranche of C Shares (both dates inclusive), and no such dividend shall be declared with a record date falling between the Calculation Time and the Conversion Time (both dates inclusive). 6.4 The New Shares shall rank in full for all dividends and other distributions declared, made or paid after the Conversion Time and otherwise pari passu with the Ordinary Shares in issue at the 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 shall on a winding up or on a return of capital (other than on the redemption of redeemable shares or a purchase by the Company of its own shares) prior, in each case, to Conversion be divided amongst 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 general meeting of the Company in the same manner as the Ordinary Shares (notwithstanding any difference in the respective Net Asset Values of the C Shares and Ordinary Shares). The C Shares shall 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 redeemable by 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 the C Shares then in issue by agreement with any holder(s) thereof in accordance with such procedures as the Directors may determine (subject to the facilities and procedures of CREST) and in consideration of the payment of such redemption price as may be agreed between 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 of the C Shares as a class shall be required for, and accordingly, the special rights attached to the C 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 or purchase by the Company of any issued share capital of the Company (other than on Conversion or unless pursuant to a power of the Company that has previously been granted or 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 any share capital of the Company or any other right to subscribe or acquire share capital of the Company; or (d) the passing of any resolution to wind up the Company; or (e) any change to the accounting reference date of the Company.

99 11. UNDERTAKINGS Until Conversion, and without prejudice to its obligations under the Act and each other act and statutory 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 assets attributable to the C Shares of the relevant tranche can, at all times, be separately identified and, in particular but without prejudice to the generality of the foregoing, the Company shall procure that separate cash accounts shall be created and maintained in the books of the Company 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 of the expenses or liabilities of the Company incurred or accrued between the Issue Date and the Calculation Time (both dates inclusive) as the Directors fairly consider to be attributable to the C Shares of the relevant tranche including, without prejudice to the generality of the foregoing, those liabilities specifically identified in the definition of Conversion Ratio in the Articles; and (c) manage the Company’s assets so that such undertakings can be complied with by the Company.

12. CONVERSION 12.1 In relation to each tranche of C Shares, the C Shares shall be sub-divided and converted into New Shares and Deferred Shares at the Conversion Time in accordance with the following provisions of this paragraph. The Directors shall procure that: (a) the Company (or its delegates) calculate, within two Business Days after the Calculation Time, the Conversion Ratio as at the Calculation Time and the number of New Shares and Deferred Shares to which each holder of C Shares of that tranche shall be entitled on Conversion; and (b) the Independent Accountants shall be requested to certify, within three Business Days after 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, an announcement is made to an RIS, advising holders of C Share(s) of that tranche, of the Conversion Time, the Conversion Ratio and the aggregate number of New Shares and Deferred 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 of the relevant tranche shall automatically sub-divide into 10 conversion shares of US$0.01 each, and such conversion shares of US$0.01 each shall automatically convert into such number of New Shares and Deferred Shares as shall be necessary to ensure that, upon Conversion being completed: (a) the aggregate number of New Shares into which the same number of conversion shares of US$0.01 each are converted equals the aggregate number of C Shares of that tranche in issue at the Calculation Time multiplied by the Conversion Ratio (rounded down to the nearest whole New Share); (b) each conversion share of US$0.01 which does not so convert into a New Share shall convert into one Deferred Share; (c) the New Shares and Deferred Shares arising upon Conversion shall be divided amongst the former holders of C Share(s) pro rata according to their respective former holdings of C Shares of the relevant tranche (provided always that the Directors may deal in such manner as they think fit with fractional entitlements to New Shares and Deferred Shares arising upon Conversion, including, without prejudice to the generality of the foregoing, selling any New Shares representing such fractional entitlements and retaining the proceeds for the benefit of the Company) and for such purposes any Director is hereby authorised as agent on behalf of the former holders of C Share(s), in the case of a

100 share in certificated form, to execute any stock transfer form and to do any other act or thing as may be required to give effect to the same including, in the case of a share in uncertificated form, the giving of directions to or on behalf of the former holders of any C Shares who shall be bound by them; (d) forthwith upon Conversion, any certificates relating to the C Shares of the relevant tranche shall be cancelled and the Company shall issue to each such former C Shareholder new certificates in respect of the New Shares which have arisen upon Conversion unless such former holder of any C Shares elects to hold their New Shares in uncertificated form. Share certificates in respect of the Deferred Shares will not be issued; and (e) the Directors may make such adjustments to the terms and timing of Conversion as they in their discretion consider are fair and reasonable, having regard to the interests of all Shareholders.

13. DEFERRED SHARES 13.1 The C Shares of any tranche shall be issued on such terms that the Deferred Shares arising upon Conversion (but not the New Shares arising on Conversion) may be repurchased by the Company. 13.2 Immediately upon Conversion, the Company shall repurchase all of the Deferred Shares which arise as a result of the Conversion for an aggregate consideration of US$0.01 for every 1,000,000 Deferred Shares, and the announcement referred to in paragraph 12.2 above shall be deemed to constitute notice to each relevant holder of C Shares (and any person or persons having rights to acquire or acquiring C Shares after the Calculation Time) that the Deferred Shares shall be repurchased immediately upon Conversion for an aggregate consideration of US$0.01 for every 1,000,000 Deferred Shares. On repurchase, each Deferred Share shall be treated as cancelled in accordance with section 706 of the Act without further resolution or consent. The authority to repurchase the Deferred Shares shall expire on the ﬁfth 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 the repurchase of monies in respect of such Deferred Shares.

101 PART 7: TAXATION

Introduction The following statements are based upon current UK tax law and what is understood to be the current 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 Shareholders who 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 purposes in 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 not apply, who hold Shares as an investment rather than trading stock and who are the absolute beneﬁcial owners of those Shares. All potential investors, and in particular those who are in any doubt about their tax position, or who are resident or otherwise subject to taxation in a jurisdiction outside the UK, should consult their own professional advisers on the potential tax consequences of subscribing for, purchasing, holding or disposing of Shares under the laws of their country and/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 necessary for it to be approved by HMRC as an investment trust. However, the Directors cannot guarantee that this approval will be obtained or maintained. In respect of each accounting period for which the Company is and continues to be approved by HMRC as an investment trust, the Company will be exempt from UK corporation tax on its chargeable gains. The Company will be liable to UK corporation 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 in respect of most dividends that the Company may receive. Approved investment trusts are able to elect to take advantage of modified UK tax treatment in respect 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 ‘‘interest distribution’’ all or part of the amount it distributes to Shareholders as dividends, to the extent that it has ‘‘qualifying interest income’’ for the accounting period. Were the Company to designate any dividend it pays in this manner, Shareholders would (broadly speaking) be taxed as if the dividend received were a payment of interest and the Company would be able to deduct such interest distributions from its income in calculating its taxable profit for the relevant accounting period. The statements below regarding the taxation of dividends received by Shareholders from the Company assume 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 dividend allowance (the ‘‘Nil Rate Amount’’). In outline, dividends received in excess of this threshold will be taxed, for the tax year 2017/18, at 7.5 per cent. (on dividend income within the ordinary rate band), 32.5 per cent. (on dividend income within the upper rate band) and 38.1 per cent. (on dividend income within the additional rate band). The Nil Rate Amount exempts the ﬁrst £5,000 of a taxpayer’s dividend income, but does not reduce total taxable income. As a result, dividends within the Nil Rate Amount count as taxable income when determining how much of the basic rate band or higher rate band has been used. This may potentially affect the level of savings allowance to which a taxpayer is entitled and the rate of tax that is due on any dividend income in excess of the Nil Rate Amount. In calculating which tax band any dividend income in excess of the Nil Rate Amount falls into, savings and dividend income are treated as the highest part of a taxpayer’s income. Where a taxpayer has both savings and dividend income, the dividend income is treated as the top slice.

102 The Government has announced plans to reduce the £5,000 allowance to £2,000 with effect from 6 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 UK corporation 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 tax on dividends paid by the Company on the Shares so long as the dividends fall within an exempt class and certain conditions are met. Although it is likely that any dividends paid by the Company on the Shares would qualify for exemption from corporation tax for other Shareholders, it should be noted that the exemption is not comprehensive and is subject to anti-avoidance rules. Shareholders should 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, depending on the Shareholder’s circumstances, and subject to any available exemption or relief, give rise to a chargeable 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 realised but are, for each tax year, entitled to an exemption from UK capital gains tax for a speciﬁed amount 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 any chargeable gains made on disposal or deemed disposal of the Shares. Indexation allowance may reduce the amount of any chargeable gain arising on a disposal or deemed disposal of Shares (but cannot give rise to or increase the amount of an allowable loss). No indexation allowance will be available 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 the rate of 0.5 per cent. of the consideration given for the transfer, rounded up to the nearest £5. The purchaser normally pays the stamp duty. An exemption from stamp duty is available for instruments transferring shares where the amount or value of the consideration is £1,000 or less and it is certiﬁed on the instrument that the transaction effected by it does not form part of a larger transaction or series of transactions in respect of which the aggregate amount or value of the consideration 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 the transfer. If a duly stamped transfer executed in pursuance of the agreement is produced within six years of the date on which the agreement is made (or, if the agreement is conditional, the date on which 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, rather than 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 into CREST will not generally be subject to SDRT, unless the transfer into CREST is itself for consideration. The issue of Shares pursuant to the Issue and the Placing Programme should not generally be subject to UK stamp duty or SDRT.

Information reporting The UK has entered into international agreements with a number of jurisdictions which provide for the exchange of information in order to combat tax evasion and improve tax compliance. The UK has also introduced legislation implementing FATCA and other international exchange of information arrangements, including the CRS developed by the OECD and the EU Directive on Administrative Cooperation in Tax Matters. In connection with such international agreements the Company may, among other things, be required to collect and report to HMRC certain information

103 regarding Shareholders and other account holders of the Company and HMRC may pass this information on to tax authorities in other jurisdictions in accordance with the relevant international agreements.

ISAs and SIPPs It is expected that the Shares will be eligible for inclusion in ISAs and Investment-Regulated Pension Schemes including schemes formerly known as SIPPs (subject to the terms of the particular SIPP). For the 2017/2018 tax year, ISAs will have a subscription limit of £20,000, all of which can be invested in stocks and shares. Individuals wishing to invest in the Shares through ISAs should contact their professional advisers regarding their eligibility.

104 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 public company whose liability is limited by shares in England and Wales, under the Act, with registered number 11015451 on 16 October 2017. Its registered office and principal place of business is at C/o PraxisIFM Fund Services (UK) Limited, Mermaid House, 2 Puddle Dock London EC4V 3DB (telephone number: 020 7653 9690). By virtue of being incorporated in the UK (and provided that it is not treated as resident elsewhere under the terms of a double tax treaty), 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 the Shareholders the opportunity to review the future of the Company in certain circumstances as set out in Part 4 of this Prospectus in accordance with the Articles. Save for its compliance with the Act, the AIFM Rules, the Listing Rules, the Disclosure Guidance and Transparency Rules, MAR, the Prospectus Rules, and the Takeover Code, the Company is not an authorised or regulated entity. In particular, it is not a collective investment scheme under FSMA and therefore not regulated as such, although it is an AIF for the purposes of the AIFM Directive. The Company’s accounting reference date is 31 December with the first accounting period ending 31 December 2018. 1.3 The principal legislation under which the Company was formed and now operates (and under which the Shares are created) is the Act. The Company will operate in conformity with the Articles. 1.4 The Shares will conform with the Act and the regulations made thereunder, will have all necessary statutory and other consents and are duly authorised according to the Articles. 1.5 The ISIN (International Security Identification Number) of the Ordinary Shares is GB00BD9PXG32 and the SEDOL code is BD9PXG3. 1.6 The ISIN (International Security Identification Number) of any C Shares to be issued pursuant to the Placing Programme will be announced at the time of the relevant Subsequent Placing through a Regulatory Information Service. 1.7 The Company has no employees. Greensphere Advisors, the Company’s wholly-owned subsidiary, will have employees from Admission. 1.8 On 25 October 2017, the Company was granted a trading certificate under section 761 of the Act 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 on business 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 an investment trust for the purposes of section 1158 of the Corporation Tax Act 2010 and the Investment Trust (Approved Company) (Tax) Regulations 2011. In summary, the key conditions that must be met for approval by HMRC for any given accounting period as an investment 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 the benefit 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 market throughout the accounting period; and (d) the Company must not retain in respect of the accounting period an amount greater than the higher of: (i) 15 per cent. of its income for the period; (ii) where the Company has accumulated revenue losses brought forward from previous accounting periods at least equal to the amount the Company is otherwise permitted to retain, the accumulated revenue losses brought forward; and (iii) the amount of any income which the Company is required to retain in respect of the period by virtue of a restriction imposed by law.

105 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$0.01 and 50,000 Management Shares of a nominal value of £1.00 each, which were all subscribed for by Greensphere Capital Partners.

3.2 This Prospectus is a prospectus for the purposes of the Prospectus Rules with respect to the Ordinary Share currently in issue as well as the Shares to be issued pursuant to: (i) the Issue; (ii) the Placing Programme (including Ordinary Shares into which any C Shares issued convert); and (iii) the Greensphere Capital Partners SPA by way of Initial Consideration and Deferred Consideration and such Shares shall subject to Admission, be admitted to the premium 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:

Nominal Value per share Number

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

The Ordinary Shares and Management Shares in issue as at the date of this Prospectus are fully paid up.

3.4 Set out below is the issued share capital of the Company as it will be immediately following Admission (on the assumption that the maximum size of the Issue is reached):

Nominal Number Value

Management Shares £50,000 50,000 Ordinary Shares US$5,019,950 501,995,000

All Ordinary Shares will be fully paid. The Management Shares are fully paid up and will be redeemed 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 Capital Partners, were passed at general meetings of the Company on 27 November 2017 and 29 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 an aggregate nominal amount of US$10,250,000 and C Shares up to an aggregate nominal amount of US$50,000,000 (for the purposes of the Issue and the Placing Programme and the Initial Consideration and Deferred Consideration under the Greensphere Capital Partners SPA);

(b) authority under section 570 of the Act to allot Ordinary Shares and C Shares that are issued for the purposes of the Issue and the Placing Programme and the Initial Consideration and Deferred Consideration under the Greensphere Capital Partners SPA for cash on the basis that the statutory pre-emption rights in section 561 of the Act do not apply to such allotment; and

(c) authority under section 701 of the Act conditional on Admission to make market purchases of Ordinary Shares up to a maximum aggregate of 14.99 per cent. of the issued Ordinary Shares following Admission pursuant to the Issue subject to a minimum price of US$0.01 and a maximum price as prescribed by the Listing Rules.

106 4.2 These authorities will expire on the earlier of the Company’s first annual general meeting or the date falling 18 months after Admission. 4.3 The sole member also approved the following resolutions at the meeting on 27 November 2017: (a) adoption and establishment of the LTIP and the EBT defined and described in paragraph 10 of this Part 8; (b) the adoption of the Articles as set out in paragraph 5 of this Part 8 in substitution for and to the entire exclusion of the then existing articles of association; (c) conditional on Admission, the Directors’ authority to offer a scrip dividend alternative to Shareholders in respect of any financial period ending on or before the first annual General Meeting of the Company; and (d) conditional on Admission, the cancellation of amounts standing to the credit of the Company’s share premium account immediately following Admission, in full. The resolution requires confirmation by the Companies Court and registration with the Companies Registrar before it can be effective. The petition and application for directions in respect of this cancellation of the Company’s share premium account will be submitted to the Companies Court after Admission and a court hearing to confirm the capital 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 Company itself 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 Capital Partners SPA) has been agreed to be issued or proposed to be issued, for cash or any other consideration and no commissions (save pursuant to the Issue Agreement or the KGI Distribution Agreement which are summarised in this Part 8), discounts, brokerages or other special terms have been granted by the Company in connection with the issue of any such capital (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 or unconditionally, to be put under option. 4.7 The Company does not have in issue any securities not representing share capital. No convertible securities, exchangeable securities or securities with warrants have been issued by the Company. 4.8 Other than the 50,000 Management Shares currently in issue, no Shares are currently in issue with a fixed date on which entitlement to a dividend arises or within a time limit after which entitlement to a dividend will lapse in accordance with the Articles and there are no arrangements 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 the holders of any Management Shares or Deferred Shares shall have no right to vote other than in 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 held on 23 November 2017. It is expected that the Ordinary Shares to be allotted pursuant to the Issue will be issued pursuant to a resolution of the Board on or around 15 December 2017 conditional only upon Admission. 4.11 The Ordinary Shares to be allotted pursuant to the Issue will be issued at the Issue Price of US$1.00 per Ordinary Share. The Ordinary Shares have a nominal value of US$0.01 each and, 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 Placing Programme Price of US$1.00 per C Share. The C Shares will have a nominal value of US$0.10 each and therefore, will be issued at a premium of US$0.90 per C Share. The currency of the C Shares is Dollars.

107 4.13 As at the date of this Prospectus, no person has any right to acquire or call for the issue of new Shares and no undertaking exists to increase the capital of the Company (other than under 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 are unrestricted and the Company has the full power and authority to carry out any object not prohibited by law. On 27 November 2017, the Company passed a Special Resolution to adopt the Articles. 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 stated below: (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 voting rights to which the corporation is entitled, each proxy who is appointed by one or more Shareholders has one vote, and each proxy who has been appointed by more than one Shareholder has one vote for and one vote against the resolution; and (ii) on a vote on a poll each Shareholder present in person or by proxy or by a representative if a corporation has one vote for each share held by him. A Shareholder is not entitled to vote at any General Meeting unless all calls or other sums presently payable by him in respect of his shares have been paid or the Board otherwise decides. The Management Shares grant the registered holders the right to receive notice of and to attend but, except where there are no other shares of the Company in issue, not to speak or vote (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 each financial year (unless a longer period is permitted by applicable law), in addition to any other general meetings held in the year. The Board can call a general meeting at any time. The Board will decide the time and place for each annual general meeting. Two or more Shareholders may call a general meeting for the purpose of appointing Directors if there are no Directors serving. The notice for any general meeting must contain prescribed information including on the ability to appoint a proxy, the procedures with which Shareholders must comply and the place, date and time of the meeting. The notice must specify a time by which a person must be entered on the register to have the right to attend or vote at the meeting and for the purpose of determining how many votes that person may cast. All Shareholders who are entitled to receive notice under the Articles, each Director and the Auditors must be given notice. No business may be transacted at a general meeting unless a quorum is present save for the appointment of a chairman. The quorum is two persons present, each of whom is a Shareholder or a proxy for a Shareholder or a representative of a Shareholder that is a corporation. 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 be paid to Shareholders in accordance with their respective rights, but no dividend may exceed the amount recommended by the Board. Subject to applicable law, the Board may from time to time resolve to pay to the Shareholders such interim dividends as appear to the Board to be justified by the profits, and pay at suitable intervals to be decided by the Board any dividend expressed to be payable at a 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 of which the dividend is paid (and all of the Ordinary Shares and C Shares will be fully paid). In

108 relation to Deferred Shares there is no entitlement to a dividend, aside from a cumulative dividend at a fixed rate of 1 per cent., calculated as the nominal amount on the date six months after the Conversion Time on which such Deferred Shares were created. Management Shares entitle the holder of such shares to a cumulative fixed annual dividend equal to 0.01 per cent. of the capital for the time being paid up or credited as paid up thereon 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 the dividend is payable to persons registered as Shareholders at the close of business on a particular date or at such other time as the Board may decide. Unless the resolution of the Company or Board specifies otherwise, a dividend must be paid by reference to a Shareholder’s holding of shares on the date of resolution or decision to declare or pay it. In practice, the Company expects to comply with the London Stock Exchange’s timetable for dividends, including the record dates included therein. If in respect of a dividend on two consecutive occasions (or one occasion if reasonable enquiries have failed to establish a new address or account for the recipient) a cheque or warrant for the dividend is returned undelivered or left uncashed during the period for which it is valid, or the payment cannot be sent to an account, the Company is not obliged to send a dividend or other amount until the person entitled notifies the Company of an address or account. The Board may invest or otherwise use for the Company’s benefit any unclaimed dividend until it is claimed. If 12 years have passed from the date on which a dividend became due for payment and the intended recipient has not claimed it, such recipient is no longer 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 following provisions. The Ordinary Resolution may specify a particular dividend or may specify all or any dividends declared within a specified period, but such period may not end later than five years after the date of the meeting at which the Ordinary Resolution is passed. The Board must decide the basis of allotment so that the value of the shares to be allotted instead of any 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 than such cash amount. For the purposes of the above the value of the further shares shall be calculated by reference to the average of the middle market quotations on the London Stock Exchange (derived from the 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 of trading 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 of the Scrip Dividend and must specify the procedure to be followed in order to make an election. The dividend or that part of it in respect of which an election for the Scrip Dividend is made shall not be paid and instead further shares shall be allotted in accordance with elections duly exercised and the Board shall capitalise a sum to the aggregate amount of the Shares to be allotted out of such sums available for the purpose as the Directors may consider appropriate. The further shares so allotted shall rank pari passu in all respects with the fully paid shares of the same class then in issue except as regards participation in the relevant dividend. The Board may make such exclusions from a Scrip Dividend offer as it may decide as a result of any legal or practical problems under, or expense incurred in connection with the laws 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, under which a Shareholder may, in respect of any future dividends for which a right of election pursuant to this paragraph is offered, elect to receive Shares in lieu of such dividend on the terms 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 the redemption of redeemable shares or a purchase by the Company of its own shares). At a time when any C Shares of any tranche are for the time being in issue, and prior to the relevant Conversion Time, such return will be applied in the following order of priority: firstly,

109 as to each tranche of C Shares, secondly, as to any Management Shares in issue, thirdly, as to any Deferred Shares in issue, and finally as to the Ordinary Shares. At a time when no C Shares of any tranche are for the time being in issue, such return will be applied as follows: firstly, as to any Deferred Shares in issue, secondly, as to any Management Shares in issue, and thirdly, as to the Ordinary Shares. In the winding up of the Company (whether by voluntary liquidation or by the court) the liquidator may, with the authority of a Special Resolution and any other sanction required under applicable law, divide among the Shareholders (other than the Company in respect of treasury shares) in specie the whole or any 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 think fit in order for any class of shares to be admitted to settlement by means of an Uncertificated System. If the Directors implement any such arrangements, no provision of the Articles shall apply 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 an Uncertificated System such securities may be issued in uncertificated form in accordance with and subject as provided in the Uncertificated Securities Regulations. Unless the Directors otherwise determine such securities held by the same holder in both certificated form and uncertificated form shall be treated as separate holdings. Such securities may be changed from uncertificated to certificated form and from certificated to uncertificated form in accordance 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 uncertificated form 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 in certificated form by instrument of transfer in any usual form or in any other form which the Directors may approve. The instrument of transfer of a certificated share shall be signed by or on behalf of the transferor and, unless the share is fully paid, by or on behalf of the transferee. The Directors may refuse to register any transfer of certificated shares unless the instrument of transfer is lodged at the Company’s registered office accompanied by the relevant share certificate(s) and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The Directors may refuse to register a transfer of any certificated share or (to the extent permitted by the Regulations and the Rules) a share in uncertificated form) which is not fully paid up or on which the Company has a lien provided that this would not prevent dealings from taking place on an open and proper basis. The registration of transfers may be suspended at such times and for such periods as the Directors may from time to time determine provided that such suspension shall not be for more than 30 days in any year except that, in respect of any shares which are participating shares in an Uncertificated System, the register of members shall not be closed without the consent of the relevant Authorised Operator. Any such suspension shall be communicated to the members, giving reasonable notice of such suspension by means of a Regulatory Information Service. The Board may, in their absolute discretion, refuse to register a transfer of any certificated share 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 subject to Part 4 of Title 1 of ERISA; or (e) a plan, individual retirement account or other arrangement that is subject to Section 4975 of the US Internal Revenue Code or any other state, local laws or regulations that would have the same effect as regulations promulgated under ERISA by the US Department of Labor and codified at 29 C.F.R. Section 2510.3-101 which would cause the underlying assets of the Company to be treated as assets of that investing entity by virtue of its investment (or any beneficial interest) in the Company and thereby subject the Company and its investment manager (or other persons responsible for the

110 investment and operation of the Company’s assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I 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 such plan, 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 shares is 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 investment company 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 term is 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 to register as a commodity pool operator or commodity trading advisor under the US Commodity Exchange Act of 1974, as amended; (vi) cause the Company to be a ‘‘controlled foreign corporation’’ for the purposes of the US Internal Revenue Code, or cause the Company to suffer any pecuniary disadvantage (including any excise tax, penalties or liabilities) under ERISA or the US Internal Revenue Code; or (vii) give rise to the Company or its investment manager or adviser becoming subject to any US law or regulation determined to be detrimental to it, (each such person being a ‘‘Prohibited US Person’’). Each person acquiring shares will by virtue of such acquisition be deemed to have represented to the Company that they are not a Prohibited US Person. The Directors shall give written notice to the holder of any share, including where held in uncertificated form, who appears to them to be a Prohibited US Person requiring him within 30 days (or such extended time as the Directors consider reasonable) to provide sufficient satisfactory evidence that he is not a Prohibited US Person, or transfer (and/or procure the disposal of interests in) such share to another person so that it will cease to be held by a Prohibited US Person. From the date of such notice until registration for such a transfer or a transfer arranged by the Directors as referred to below, the share will not confer any right on the 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 such meeting, who may exercise or refrain from exercising them entirely at his discretion. If the notice is not complied with within 30 days to the satisfaction of the Directors, the Directors shall arrange for the Company to sell the shares of the Prohibited US Person at the best price reasonably obtainable to any other person so that the share will cease to be held by a Prohibited US Person. If the requirements are not satisfied within 30 days from the serving of the 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 otherwise provided by the terms of issue of shares of that class) be varied with the written consent of the 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 Special Resolution passed at a separate meeting of such holders. The Shareholders may not call, or require the Board to call, a meeting of holders of a class of shares. The quorum at any such meeting is two persons together holding or representing by proxy at least one-third in nominal value of the issued shares of that class (excluding any shares of that class held as treasury shares) 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

111 present in person or by proxy may demand a poll. Every holder of shares of the class shall be entitled, on a poll, to one vote for every share of the class held by him. Except as mentioned above, such rights shall not be varied. The rights attached to a class of shares are not (unless otherwise expressly provided by the rights attached to those shares) deemed to be varied by the creation or issue of further shares 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 to any existing shares or class of shares, a share may be issued with such rights or restrictions as the Company may by Ordinary Resolution decide or failing that decision, as the Board may decide. Subject to applicable law including the Act, the Company may issue redeemable shares at the option of the Company or the Shareholders and the Board may determine the terms, 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 shares to be redeemed notice in writing of the redemption and on tendering the amount of capital paid up thereon to such holders. Any C Shares that are converted into Deferred Shares upon Conversion may be repurchased by the Company. Immediately upon Conversion, the Company will repurchase all of the Deferred Shares, which arise as a result of the Conversion, for an aggregate consideration of US$0.01 for every 1,000,000 Deferred Shares. In accordance with the Act, on repurchase each Deferred Share will be deemed cancelled. The Company has authority to repurchase the Deferred 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 any class of shares, there are no restrictions in the Articles on the purchase by the Company of all 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 Company which 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 that Shareholder has been properly served with a Section 793 Notice and is in default at the end of the time specified in that notice by not supplying the information required or by supplying information which the person knows to be false in a material respect or having recklessly supplied information which is false in a material respect, the Board may in its absolute discretion at any time by notice to the Shareholder, direct that in respect of the relevant shares, from the later of the date of the Direction Notice and the date falling 14 days after service of the Section 793 Notice and ending on the date on which the Direction Notice ceases 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 the shares of that class in issue (excluding treasury shares), the Company may retain any dividend or other amount that would otherwise be payable on the relevant shares without interest; and (c) subject to applicable law, no transfer of the shares may be registered except in limited circumstances. Any new shares issued in right of any relevant shares in respect of which a Shareholder is in default will also be subject to the Direction Notice. A Direction Notice ceases to have effect after a period specified by the Board (not exceeding seven days) following the earliest of (i) the date on which the Company has received all the information it requires pursuant to the Section 793 Notice (ii) the date on which the Company is notified that a permitted transfer of the shares to a third party has occurred, and (iii) any other date that the Board decides. The Articles do not restrict in any way the provisions of section 793 or Part 22 of the Act.

112 5.9 Non-UK Shareholders A Shareholder who has no registered address in the UK is not entitled to have a document or other information sent or supplied to him by the Company unless he has notiﬁed the Company of any address in the UK at which documents or information in hard copy form may be 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 reasonably obtainable, a share if during a period of 12 years the Company has paid at least three dividends in respect of the share and during that period no dividend cheque or warrant for such Shareholder has been cashed, the Company has at the end of the 12 year period given notice of its intention to sell the share by advertisement in a national newspaper in the UK and in the area of the Shareholder’s last known address, and during the 12 year period until three months after the publication of the advertisement the Company has not received any communication from the Shareholder. The net proceeds of sale must be carried to a separate account 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 the Board decides and for any purpose to issue perpetual or redeemable debentures and other securities and to mortgage or charge all of part of the undertaking or property or uncalled capital of the Company. However, the Directors must restrict the Company’s borrowings and exercise all voting and other rights and powers of control exercisable by the Company in relation to its subsidiary undertakings so as to secure that the Group’s borrowings comply with applicable law and the Investment Policy. Any amendments to these powers will require the approval of Shareholders as an amendment to 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 maximum number of Directors. The Company may by Ordinary Resolution appoint a Director. The Board may appoint a Director, provided that any Director so appointed will hold office until the next annual general meeting and then be eligible for re-appointment. At each annual general meeting, each Director who has been appointed by the Board since the last annual general meeting, was appointed or last re-appointed at or before the annual general meeting held in the calendar year three years before the current year, or who is a non-executive Director and has held office with the Company for a continuous period of nine years 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 a forthcoming general meeting may propose a person to be appointed as a Director provided that at least 14 days but not more than 42 days before the general meeting, the Company receives written notice from such Shareholder of their intention including the required particulars for the Company’s register of directors and written confirmation of the person proposed confirming his willingness to be appointed as a Director. Directors may be removed by Ordinary Resolution and may also cease to be a Director following certain events such as insolvency or if he is absent from meetings of the Board for six consecutive months, regardless of whether his alternate attends, and the Board resolves that his office therefore be vacated. A Director may also be removed from office by a notice signed 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 to decide on the amount of the fee and the manner and timing of its payment, provided that the total fees payable to the non-executive Directors may not exceed £500,000 in each year or such higher amount decided by the Company by Ordinary Resolution. The Board and a Director may agree that any fee payable may consist wholly or partly of payments by way of pension contributions to secure pension benefits. The Board may also decide to pay extra remuneration to a Director who serves on a committee, acts as chairman or deputy chairman,

113 devotes special attention to the Company’s business or who otherwise performs services which the Board decides are outside the scope of his ordinary duties. A Director may also be paid 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 than two 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 them which would otherwise result in a Director breaching his duty to avoid a situation in which a Director has, or can have, a direct or indirect interest that conflicts or possibly may conflict with the interests of the Company and which can reasonably be regarded as likely to give rise to a conflict of interest, provided that the Director in question will not be allowed to vote on such matter or count in the quorum. Subject to applicable law and provided that he has declared the nature and extent of his interest in accordance with procedures in the Articles, a Director may: (i) hold any other office or place of profit under the Company on such terms as the Board decides; (ii) act in a professional capacity for the Company other than as auditor on such terms as the Board decides; (iii) be a party to or otherwise directly or indirectly acquire interests in any other proposed 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 the Company 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 where required by applicable law. A Director may not vote or count in the quorum in respect of a matter in which he has an interest that may be reasonably regarded as likely to give rise to a conflict of interest, save where the matter falls into certain specified categories including where 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 its powers 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 its shares on or before the due date for payment, the Board requires payment by notice and such notice is not complied with; (b) a Shareholder fails to comply with a notice given to it in respect of shares that are or may 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 forms as 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 holder or the person entitled by transmission to such share prior to such forfeit; (ii) the forfeited share becomes the Company’s property; and (iii) for a period of three years starting the day before the day of forfeiture, the Company is entitled to sell, re-allot or otherwise dispose of the share on such terms and in such manner as the Board decides. A forfeiture may be cancelled on such terms as the Board decides. If after the period of three years the share has not been sold, re-allotted or otherwise disposed, the Board must cancel the share and comply with the Act. A person whose share has been forfeited ceases to be a member of the Company and all interest in and all claims and demands against the Company in respect of the share are extinguished 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 in its reasonable opinion as regards compliance with FATCA, including conducting diligence on the nationality or tax residence of Shareholders or any persons for whom they hold shares,

114 withholding or deducting any tax required to be withheld or deducted from amounts paid to Shareholders, and providing information about the Company’s accounts and the Shareholders to taxation authorities. The Company is entitled to disclose information about the Company and Shareholders to governmental and taxation authorities to the extent the Board reasonably believes such authorities require such disclosure or to the extent the disclosure is reasonably necessary for the Company or its advisers to comply with its obligations in respect of tax, or to obtain exemptions, reductions or refunds of withholding or other taxes. If a Shareholder fails to furnish such information, representations, certifications, waivers or forms as the Company requires in accordance with the Articles and the Board, acting reasonably, determines that other actions would be insufficient to protect the Company or any other entity in which the Company invests against the consequences of such failure, the Board 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 the section entitled ‘‘Life of the Company’’ in Part 4 of this Prospectus. 5.16 Miscellaneous The Company may communicate electronically (including notices of meetings) with its Shareholders in accordance with the provisions of the Act and subject to obtaining consents from Shareholders to electronic or website communications (and subject to such consents not being revoked). The provisions of section 561 of the Act (which confer on shareholders rights of pre-emption where shares are issued for cash) will apply to the extent not disapplied by a Special Resolution of the Company. In addition, the Directors may not allot shares except to the extent 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 which member ownership must be disclosed. There are no provisions in the Articles which would have 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 any person enhanced rights in the Company’s profits. The above is a summary only of certain provisions of the Articles, the full provisions of which are 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 PraxisIFM Fund 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 the Company to £500,000 in each year. The expected annual remuneration to be paid to the Directors who are non-executive in respect of the first financial period of the Company comprises £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, the Nomination Committee and the Audit Committee is entitled to an additional fee of £5,000 per annum. Ms Seshamani is an executive Director and she receives her remuneration under the terms of her service contract with Greensphere Advisors. 6.4 Greensphere Advisors has entered into a service contract with Ms Seshamani, which is conditional on Admission. The service contract with Ms Seshamani is terminable immediately for ‘‘cause’’ and may also be terminated with twelve months’ written notice given by either Greensphere Advisors or Ms Seshamani. The service contract provides for payment in lieu of notice by Greensphere Advisors and permits Greensphere Advisors to request that Ms 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 per annum, which will be reviewed annually by the Remuneration Committee. In addition, Ms Seshamani is entitled to participate in the LTIP and will be entitled to a discretionary bonus of such amount (if any) as determined by the Remuneration Committee.

115 6.5 Each of the Directors (other than Ms Seshamani), is engaged under a letter of appointment with 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 on incorporation of the Company) was appointed on 13 November 2017. Under the terms of their appointment, each non-executive Director is required to retire by rotation and seek re-election at least every three years. Each non-executive Director’s appointment under their respective letter of appointment is terminable by either party (the Company or the Director) by giving three months’ prior written notice and no compensation or benefits are payable upon termination 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 no amount has been set aside for any of these items. There is no amount set aside or accrued by the Company in respect of contingent or deferred compensation payments or any benefits in kind payable to the Directors in their capacity as directors of the Company. (As an employee of Greensphere Advisors, Ms Seshamani is eligible for pension benefits, a discretionary 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 any transactions which are or were unusual in their nature or conditions or significant to the business of the Company and which were effected by the Company since its date of incorporation or remain in any respect outstanding or unperformed. Exceptions to the preceding paragraph are as follows: (a) Ms Seshamani and Mr Moulton are both members of Greensphere Capital Partners which is party to the Private Portfolio Management Agreement, the Asset Management Secondment Agreement, the Greensphere Capital Partners SPA and the Issue Agreement, details of which are contained in paragraph 9 of this Part 8. They are also both party to the Issue Agreement and the Greensphere Capital Partners SPA in their respective 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 the benefit of any Director. 6.10 There are no restrictions agreed by any Director on the disposal within a certain period of time of their holdings in the Company’s securities. 6.11 As at the date of this Prospectus and immediately following Admission, other than as disclosed in this Part 8, there are no interests of any Director, including any connected persons of any Director, the existence of which is known to, or could with reasonable diligence be ascertained by, that Director whether or not held through another party, in the share capital of the Company or any options in respect of such capital. The Company has been informed that it is the current intention of the Capricorn Investment Group to subscribe for approximately 28 million Ordinary Shares in the Issue through a holding entity. Mr Yadigaroglu is a partner of Capricorn Investment Group.

116 6.12 The Directors in their capacity as directors do not have any options over Shares. The Directors have conﬁrmed that they intend to subscribe in the Placing and Offer for Subscription for the following number of Ordinary Shares: Percentage of issued Ordinary Number of Shares following Director Ordinary Shares Admission39

Ian Nolan 100,000 0.02 Jon Moulton* 1,300,000 0.26 Simon Peckham 250,000 0.05 Divya Seshamani** 250,000 0.05 Ion Yadigaroglu 100,000 0.02

* Moulton Goodies Ltd, which is ultimately controlled by Jon Moulton, has indicated that it will subscribe for 1,300,000 Ordinary Shares in the Issue, in addition to the 1,628,350 Ordinary Shares to be issued by way of Initial Consideration. ** Livingston Estates Limited, of which Ms Seshamani is a beneﬁcial owner, has indicated that it will subscribe for 250,000 Ordinary Shares in the Issue, in addition to the 366,650 Ordinary Shares to be issued by way of Initial Consideration. . 6.13 Details of those companies (other than the Company and its subsidiaries) and partnerships of which the Directors have been members of the administrative, management or supervisory bodies or partners at any time within the ﬁve years ending on 28 November 2017 (being the latest practicable date prior to the publication of this Prospectus) are as follows:

Ian Nolan Current directorships and partnerships Past directorships and partnerships Abinger Green Services Limited 2-B Energy Holding BV Circularity Capital Ltd Albion Community Power plc Steama Co Ltd Green Investment Group Management Ltd Switchee Ltd Macquarie European Renewable Energy Winnow Holdings Ltd Fund Ltd That Device Company Ltd UK Green Investment Bank plc Jon Moulton Current directorships and partnerships Past directorships and partnerships AMR Centre Ltd 30 St James’s Square Investments Limited BECAP12 City Link Ltd Anglo Normandy Aero-Engineering Ltd BECAP12 Everest Ltd Aurigny Air Services Ltd BECAP12 GP LP BACIT GP Ltd BECAP12 GP Ltd BACIT Ltd BECAP12 iNTERTAIN Ltd BECAP12 SPV 3 Ltd BECAP12 Northern Aerospace Ltd BECAP12 SPV 4 Ltd BECAP12 Jaeger Ltd BECAP12 SPV 5 Ltd BECAP12 MasterCo Ltd BECAP12 SPV 6 Ltd BECAP12 SPOT Ltd BECAP12 SPV 7 Ltd BECAP Fairline Boats Ltd BECAP12 SPV 8 Ltd BECAP GP LP BECAP12 SPV 10 Ltd BECAP GP Ltd BECAP12 SPV 12 Ltd BECAP m-hance Ltd BECAP12 SPV 17 Ltd Better Capital 12 SLP LP BECAP Capital Coal Ltd Better Capital PCC Ltd BECAP DigiPos Ltd Better Capital SLP LP BECAP Gardner 1 Ltd Blueﬁeld Partners LLP BECAP Gardner 2 Ltd C Bidco Ltd BECAP MasterCo Ltd Centre for Policy Studies Ltd BECAP Santia Ltd

39 The percentages shown in this table are calculated on the assumption that the maximum size of the Issue is reached, being a total of 500 million Ordinary Shares.

117 Channel Islands Stock Exchange Ltd BECAP Spicers (Guernsey) Ltd Collabrium Capital (Guernsey) Ltd Better Capital LLP FinnCap Ltd Bridges Community Development Venture FIM Windfarms 2 LP Fund II LP Greensphere Capital Partners LLP Cabernet Ltd JP Moulton Charitable Foundation Capital Structured Solutions No.1 (Feeder) La Falaise Holdings Ltd LLP Moulton Folly Ltd CAV Aerospace Limited Moulton Goodies Ltd Channel Islands Securities Exchange Moulton Lakeside Ltd Authority Ltd Omnico Group Ltd Digipos Store Solutions (Holdings) Limited Passivity Investments Ltd Direct Marketing Partners Shuban 6 Ltd Direct Midco Ltd Shuban Power Ltd (director) Enigmatic Investments Ltd Sustainable Technology Partnership Founder Enigmatic 9 Investments Ltd Partner LLP Gardner Aerospace Holdings Limited The International Stock Exchange Group Ltd Greensphere Management Ltd The British Neurological Research Trust Greensphere Waste Income Fund Ltd UK Stem Cell Foundation Jon Moulton Fund KCP1 LP UK Green Sustainable Waste and Energy La Hure Holdings Ltd Investments General Partner LP Moulton Full Time Ltd New Broad Street Investments Limited Oxford Technology Enterprise Capital Fund LP Pinnacle N10 LLP Santia Holdco Ltd Shoreham Shop LLP The Spicers-Ofﬁce Team Group Limited Verdi Semiconductor Ltd Vivat Direct Ltd Vivat Finance Ltd Wharrels Hill LLP Simon Peckham Current directorships and partnerships Past directorships and partnerships Alcester Number 1 Limited Alcester EP1 Limited Brush Electrical Machines Limited Bridon Coatbridge Limited Brush HMA B.V. Bridon International Ltd Brush Holdings Limited Bridon Limited Brush Properties Limited Crosby Europe (UK) Limited Brush Transformers Limited Crosby Premier Stampings Limited Colmore Oversears Holdings Limited Eachalm Aerospace Holdings Limited Danks Holdings Limited FKI BHG Branch Eland Homes Limited FKI Distribution Limited Harrington Generators International Limited FKI Verwaltungs GmbH Hawker Siddeley Switchgear Limit Hamsard 2246 Melrose Holdings Limited Marelli UK Limited Melrose Industries PLC Prelok Specialist Products Limited Melrose Taiwan Limited Melrose UK 4 Limited Metal Closures Extrusions Limited Precision House Management Services Limited Whipp & Bourne Limited Divya Seshamani Current directorships and partnerships Past directorships and partnerships Duranta Energy Limited Greensphere Advisers LLP Duranta Energy Services Limited Greensphere Biomass 2 Limited Duranta Holding Company Limited North Cave AD Limited Duranta Teesside Limited Regen Devco Limited

118 Forterra Plc Regen Holdings Limited Greensphere Biomass 1 Limited Shuban 9 Limited Greensphere Capital Partners LLP Shuban 11 Limited PB Avighna Ltd Tillertech Limited Shuban 6 Limited TPG Europe LLP Shuban Power Limited Whites Engineering Limited UK Green Sustainable Waste and Energy Whites Recycling Ltd Investments (GP) Limited Western Bio-Energy Ltd Western Bio-Energy (Fuels) Limited Ion Yadigaroglu Current directorships and partnerships Past directorships and partnerships Agrica Limited Imperium Renewables, Inc Automatiks, Inc. TGC-Capricorn Holdings LLC Capricorn Investment Group LLC Ceres Corvair Holding 1 Ltd (afﬁliate of SeaChange) Encourage Capital Falcon Waterfree Technologies, LLC Identiﬁed, Inc Lycee Francais de New York SeaChange Maritime LLC SeaChange Ship Management LLC Sunpreme Inc. Sunpreme (H.K.) Ltd. Sunpreme Ltd. Sunpreme Solar India Pvt. Ltd. Sunpreme Solar Technology (China) Ltd. Sunpreme Solar Technology (Jiaxing) Ltd. Targeted Growth, Inc Technology Impact Fund, LP Technology Impact Fund (Cayman), LP TIF Partners LLC TrueCar, Inc Vintage Partners LLC

6.14 Save as disclosed in this paragraph 6.14, as at the date of this Prospectus none of the Directors:

(a) has had any convictions in relation to fraudulent offences for the ﬁve years preceding the date of this Prospectus;

(b) has been associated with any bankruptcies, receiverships or liquidations when acting in the capacity of a member of the administrative, management or supervisory body or a partner of the companies and/or partnerships referred to in paragraph 6.13 above for the ﬁve years preceding the date of this Prospectus (other than that BECAP Gardner 1 Ltd and BECAP Gardner 2 Ltd, of which Mr Moulton was formerly a director, were previously in liquidation prior to dissolution and Western Bio-Energy Limited, of which Ms 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 from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous five years (and for this purpose ‘‘issuer’’ has the meaning ascribed to it 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 no potential conﬂicts of interest between any duties of the Directors to the Company and their private interests and/or other duties. All of the Directors are independent of the AIFM and any

119 other company in the same group of companies as the AIFM. Ms Seshamani and Mr Moulton are members of Greensphere Capital Partners, the manager of the Private Portfolio. There are no family relationships between the Directors.

7. RELATED PARTY TRANSACTIONS Save for the AIFM Agreement, the Listed Portfolio Management Agreement and the Private Portfolio Management Agreement (each of which is described in paragraph 9 of this Part 8) the Company is not a party to, nor had any interest in, any related party transaction (as deﬁned in the standards adopted according to the Regulation (EC) No 1606/2002) at any time since its incorporation 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 to the publication of this Prospectus), save as set out at paragraph 8.2 below, the Company is not aware of any persons who, following Admission and on the assumption that the minimum number of Ordinary Shares are subscribed for under the Placing and Offer for Subscription will be directly or indirectly interested in three per cent. or more of the Company’s issued share capital (being the minimum threshold above which a Shareholder must notify the Company under the Disclosure Guidance and Transparency Rules of its holding). Each Ordinary Share carries the same rights, regardless of the number of Ordinary Shares held by any Shareholder. 8.2 The Company has been informed that it is the current intention of the Capricorn Investment Group to subscribe for approximately 28 million Ordinary Shares in the Issue through a holding entity. Mr Yadigaroglu (Director) and Mr Orum (Investment Committee Member) are both 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 any arrangements, 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 of business) which as at the date of this Prospectus have been entered into by the Company or any member 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 with Numis, Ecoﬁn, Greensphere Capital Partners, Ms Seshamani and Mr Moulton in relation to the Issue and the Placing Programme. Pursuant to the Issue Agreement, Numis conditionally agrees to use its reasonable endeavours to procure Placees (i) in the Placing for Ordinary Shares, and (ii) in any Subsequent Placing for Ordinary Shares or C Shares (as the case may be). The Issue Agreement is conditional on, among other things, Admission in respect of the Issue occurring by 8.00 a.m. on 20 December 2017 (or such later date, not being later than 31 December 2017, as the Company and Numis may agree). The Issue Agreement is further conditional upon (inter alia) a minimum of US$200 million being subscribed for in the Issue. If any of the conditions in the Issue Agreement are not met, Numis shall, amongst other things, not be under any obligation to complete the Placing and the Company shall make an announcement in consultation with Numis on a Regulatory Information Service. In consideration for its services under the Issue Agreement, and provided that the Issue Agreement becomes unconditional, Numis will receive from the Company reimbursement for all out-of-pocket expenses incurred by it in connection with the Issue and the Placing Programme in addition to the following fees: (a) a corporate ﬁnance fee of £150,000 and an additional £1,000 for every £1 million raised above £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 in respect of investors that are sourced by Numis;

120 (c) a placing commission equal to 0.5 per cent. of such of the Gross Issue Proceeds in respect of investors that are not sourced by Numis, other than those investors sourced by KGI in respect of who Numis shall receive a commission of 0.1 per cent. of such part of the Gross Issue Proceeds attributable to them; and (d) an amount to be agreed between the Company and Numis in good faith in respect of cornerstone investors not sourced by Numis; and (e) in respect of any Subsequent Placing a placing commission equal to 1 per cent. of the gross proceeds of Shares issued pursuant to that Subsequent Placing if the gross proceeds are equal to or less than US$20 million, and 1.5 per cent. of the gross proceeds of Shares issued pursuant to that Subsequent Placing if the gross proceeds are greater than US$20 million. Numis’ fees and commissions are subject to a ratchet whereby the amount payable to Numis will 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. Numis reserves the right to rebate to significant investors a proportion of the commission payable under the terms of the Issue Agreement. If the Issue Agreement does not become unconditional, Numis may be entitled to some but not all of the above fees, including its expenses incurred in connection with the Issue. The above fees are exclusive of VAT. The Company, Ecofin, Greensphere Capital Partners, Ms Seshamani and Mr Moulton have each given certain customary representations and warranties to Numis, and the Company and Ecofin have also agreed to provide customary indemnities to Numis. Numis may, terminate the Issue Agreement at any time before Admission, and thereafter in respect of the Placing Programme in certain circumstances, including for breach of the warranties referred to above. 9.2 KGI Distribution Agreement The Company has appointed KGI Asia Limited to act as non-exclusive distributor of Shares in Hong 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 Hong Kong. KGI will act as an agent for subscribers sourced by it and it is are expected to apply for Shares on behalf of its clients under the Placing. KGI is not underwriting any portion of the 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, and KGI 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 is subject to the same ratchet mechanism as Numis (described in paragraph 9.1 above), such that its distribution commission will be reduced to the same extent as Numis’s if and to the extent that payment in full would cause the Issue Costs to exceed 2 per cent. of the Gross Issue Proceeds. Either the Company or KGI may terminate the KGI Distribution Agreement by giving to the other 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 with Ecofin and Greensphere Advisors. Pursuant to the AIFM Agreement, Ecofin has been appointed to act as the Company’s AIFM to be responsible for the risk and portfolio management of the Company’s investments. Following Greensphere Advisors receiving the relevant permissions to act as the Company’s AIFM from the FCA, Greensphere Advisors shall replace Ecofin as the Company’s AIFM on the 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 the portfolio management of the Investment Portfolio. For such times as Ecofin is the AIFM, it will delegate the portfolio management of the Private Portfolio on the terms of the Private

121 Portfolio Management Agreement. Once Greensphere Advisors is appointed as AIFM, it will delegate portfolio management of the Listed Portfolio to Ecofin, pursuant to the Listed Portfolio Management Agreement. The Listed Portfolio Management Agreement contemplates Greensphere Advisors taking over as AIFM and it will continue in accordance with its terms after the transition of AIFM. The AIFM will not be liable for the Company under the AIFM 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 the AIFM or any of its affiliates (or their respective directors, employees and agents) or any failure by the AIFM to comply with its obligations under the AIFM Agreement or the AIFM Directive. Under the AIFM Agreement, the Company indemnifies the AIFM (for itself and as trustee and agent for each of its shareholders, 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, misconduct or breach of or failure to comply with the FCA Rules by any indemnified person) which may be suffered or incurred by an indemnified person in connection with the performance by it of its duties under the AIFM Agreement or of any duties delegated to it. The Company can terminate the appointment of any AIFM under the AIFM Agreement by giving six months’ notice expiring any time on or after 24 months from Admission. The AIFM Agreement 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 (if applicable). 9.4 Listed Portfolio Management Agreement The Company has entered into the Listed Portfolio Management Agreement dated the date of this Prospectus with Ecofin and Greensphere Advisors. Pursuant to the Listed Portfolio Management Agreement, Ecofin has been appointed to act as the Company’s discretionary investment manager of the Listed Portfolio. Ecofin has agreed to manage the Listed Portfolio in accordance with the Company’s Investment Policy, and is subject to the supervision and direction of the Directors and the Company acting through the Management Team. The Listed Portfolio Management Agreement provides that once Greensphere Advisors is appointed as AIFM, the Listed Portfolio Management 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 Listed Portfolio Management Agreement or the FCA Rules. Under the Listed Portfolio Management Agreement, the Company indemnifies Ecofin (for itself and as trustee and agent for each of its shareholders, directors and officers, and those agents and delegates) against all actions, proceedings, liabilities and claims whatsoever (other than those arising from the fraud, negligence or wilful default, bad faith or failure to comply with the FCA Rules by or of any indemnified person) which may be suffered or incurred by an indemnified person in connection with the performance by it of its duties under the Listed Portfolio Management Agreement or of any duties delegated to it. The Company can terminate the appointment of Ecofin under the Listed Portfolio Management Agreement by giving six months’ notice expiring any time on or after 36 months from the date of the Listed Portfolio Management Agreement. The Listed Portfolio Management Agreement may also be terminated earlier in certain circumstances, including by the AIFM if the AIFM reasonably believes such termination is in the interests of investors, or by the Company if Deidre Cooper ceases to devote a material amount of her business time to the Company. The Company is required to pay a fixed fee of £810,000 per annum to Ecofin plus VAT (if applicable). The Company may (but shall not be obliged to) pay Ecofin such additional sums as may be determined from time to time by the Board if the Company outperforms its dividend targets such that the performance conditions for awards to be made in accordance

122 with the Company’s long-term incentive plan are satisfied and the Board determines that Ecofin’s performance has materially contributed to the Company satisfying such performance targets. 9.5 Private Portfolio Management Agreement The Company has entered into the Private Portfolio Management Agreement dated the date of this Prospectus with Ecofin and Greensphere Capital Partners. Pursuant to the Private Portfolio Management Agreement, Greensphere Capital Partners has been appointed to act as the Company’s discretionary investment manager of the Private Portfolio. Greensphere Capital Partners has applied to the FCA to extend the scope of its regulatory permissions in connection with the Private Portfolio Management Agreement and its appointment is conditional on such extension being granted. It is anticipated that these permissions will be extended before, or shortly after, Admission. Greensphere Capital Partners has agreed to manage the Private Investment Portfolio in accordance with the Company’s Investment Policy, and is subject to the supervision and direction of the AIFM, the Directors and the Investment Committee. The Private Portfolio Management Agreement provides that once Greensphere Advisors is appointed as AIFM, Greensphere Advisors will take over Greensphere Capital Partners’ role as discretionary investment manager of the Private Portfolio on the terms of the Private Portfolio Management Agreement and the Private Portfolio Management Agreement will continue in accordance with its terms (but Greensphere Capital Partners will cease to be a party). Greensphere Capital Partners will not be liable to the Company under the Private 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 Greensphere Capital Partners (or its members, employees, representatives and agents) or any failure by Greensphere Capital Partners to comply with its obligations under the Private Portfolio Management Agreement or the FCA Rules. Under the Private Portfolio Management Agreement, the Company indemnifies Greensphere Capital Partners (for itself and as trustee and agent for each of its shareholders, directors and officers, and those agents and delegates) against all actions, proceedings, liabilities and claims whatsoever (other than those arising from the fraud, negligence or wilful default, bad faith or failure to comply with the FCA Rules by any indemnified person) which may be suffered or incurred by an indemnified person in connection with the performance by it of its duties under the Private Portfolio Management Agreement or of any duties delegated to it. The Company can terminate the appointment of Greensphere Capital Partners under the Private Portfolio Management Agreement by giving 12 months’ notice expiring any time after 36 months from the date of the Private Portfolio Management Agreement. The Private Portfolio 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 Moulton have 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 Greensphere Advisors. The business includes the employees, goodwill, trade debtors of Greensphere Capital Partners, including an amount owed under a settlement agreement in respect of the Duranta asset, the ‘‘Greensphere’’ name and trademark, tangible fixed assets, a release of the restrictive covenant relating to Ms Seshamani and Mr Moulton, a 1 per cent. indirect interest in UK Green Sustainable Waste and Energy Investments L.P. and certain expenses. The rights and obligations under the Legacy Management Agreements, 100 per cent. of the shares in UK Green Sustainable Waste And Energy Investments (GP) Limited and all cash reserves will also be transferred subsequently conditional on further conditions including regulatory requirements being fulfilled and a required third party consent being obtained. The consideration for the sale will consist of Greensphere Advisors agreeing to procure that an entity connected with Ms Seshamani is issued 366,650 Ordinary Shares and an entity connected with Mr Moulton is issued 1,626,350 Ordinary Shares on Admission by way of Initial Consideration, together with Deferred Consideration of a number of Ordinary Shares to

123 be issued on the date on which the Company’s annual accounts for the ﬁnancial year ended 31 December 2020 are published. The Ordinary Shares issued in satisfaction of the Deferred Consideration obligation will be equal in value to the difference between 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 Ms Seshamani and Mr Moulton) have the discretion (but do not currently intend to) to waive any of the Deferred Consideration conditions, such that the Deferred Consideration is payable notwithstanding that any of the conditions are not satisﬁed. Ordinary Shares issued in satisfaction of the Deferred Consideration obligation will be issued at the direction of Ms Seshamani and at the direction of Mr Moulton in the proportions of 77.7 per cent. to Ms Seshamani and 22.3 per cent. to Mr Moulton. In order to satisfy its obligation to procure that the Company issues the Ordinary Shares in satisfaction of the Initial Consideration and the Deferred Consideration obligations, the Company has agreed to issue the Ordinary Shares in consideration for an undertaking by Greensphere Advisors to pay a cash amount equivalent to the Net Asset Value of the Shares issued as at the date of allotment. It is anticipated that in the short term, the undertaking to pay cash shall remain outstanding on an inter-company account between the Company and Greensphere Advisors. Greensphere Capital Partners, has given various representations and warranties in relation to the business to be sold (subject to disclosure) and have undertaken pending completion of the sale of all the assets (inter alia) to continue the Greensphere Capital Partners business in the ordinary course, not to allow distributions in favour of its members and not to amend the investment management agreements comprising the Legacy Management Agreements without the consent of Greensphere Advisors. Ms Seshamani and Mr Moulton have guaranteed all the obligations of Greensphere Capital Partners under the SPA. The acquisition of Greensphere Capital Partners’ business is supported by an independent private 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 Capital Partners to whom their opinion is expressly addressed, to the fullest extent permitted by law BDO LLP does not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person. The Initial Consideration payable under 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 dated the date of this Prospectus with Greensphere Capital Partners. Pursuant to the Asset Management Secondment Agreement, Greensphere Advisors has agreed to provide secondees to Greensphere Capital Partners to the extent required to enable it to manage the Private Portfolio and the Legacy Management Agreements, including making available such members of the Management Team that are employed by it for the purposes of managing the Private Portfolio and the Legacy Management Agreements. Greensphere Capital Partners will pay Greensphere Advisors an amount equal to the fees payable in respect of the Legacy Management Agreements net of Greensphere Capital Partners’ third party costs reasonably incurred in continuing the Legacy Management Agreements. Greensphere Advisors will not be liable to Greensphere Capital Partners under the Asset Management Secondment Agreement, except, in each case, to the extent that Greensphere Capital Partners suffers loss as a result of negligence, wilful default or fraud on the part of Greensphere Advisors or any of its affiliates (or their respective directors, employees and agents). Under the Asset Management Secondment Agreement, Greensphere Capital Partners indemnifies Greensphere Advisors (for itself and as trustee and agent for each of its shareholders, 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

124 Asset Management Secondment Agreement by any indemnified person) which may be suffered or incurred by an indemnified person in connection with the performance by it of its duties under the Asset Management Secondment Agreement or of any duties delegated to it. The Asset Management Secondment Agreement will terminate once Greensphere Advisors has the regulatory approvals to provide the services under the Legacy Management Agreements and the completion of the transfer of those has occurred under the Greensphere Capital Partners SPA. 9.8 Registrar Agreement Pursuant to the Registrar Agreement dated the date of this Prospectus between the Company and 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 terminated by either the Company or the Registrar giving to the other 6 months’ written notice prior to the end of the Initial Period. The Registrar Agreement will automatically renew for successive periods of 12 months following the Initial Period and may be terminated at the end of any successive period by either party giving to the other 6 months’ written notice prior to the end of such successive period. The Registrar Agreement may also be terminated immediately by either 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 45 days 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 this Prospectus under the heading ‘‘Registrar Fees’’. The Registrar shall also be entitled to receive out of pocket expenses incurred by it in the performance of its duties under the Registrar Agreement, and will be entitled to recover from the Company various disbursements including postage, and CREST transaction costs. The Registrar Agreement provides that the Company shall indemnify the Registrar, its affiliates, and their directors, agents, officers and employees from and against any and all liabilities that they may incur in connection with the Registrar Agreement, save in the case of fraud, 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 Registrar Agreement). The aggregate liability of the Registrar under the Registrar Agreement is limited to the lesser of £500,000 or an amount equal to ten times the annual fee payable to the Registrar under the Registrar Agreement. 9.9 Receiving Agent Agreement Pursuant to the Receiving Agent Agreement dated the date of this Prospectus between the Company and the Receiving Agent, the Receiving Agent agrees to provide receiving agent services to the Company in relation to the Offer for Subscription. The Receiving Agent is entitled, to an hourly fee for professional advisory services at a minimum 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 expenses reasonably and properly incurred by it in connection with its duties. The Receiving Agent Agreement will continue until the services provided under it are completed. Either party may terminate the Receiving Agent Agreement if the other commits a material breach which is not remedied within 14 days of notice to do so, or upon the insolvency or analogous event of the other party. Under the Receiving Agent Agreement, the Company agrees to indemnify the Receiving Agent (and its affiliates, and its and their directors, officers, employees and agents) against all losses, damages and liabilities resulting from a breach of the Receiving Agent Agreement by the Company, and in relation to any third party claims arising from the Receiving Agent Agreement or the receiving agent services, except to the extent that any loss results solely from 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 the Receiving 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

125 Receiving Agent Agreement. The Receiving Agent Agreement also contains provisions excluding the Receiving Agent’s liability in respect of special, incidental, indirect or consequential losses and other types of pure economic loss. 9.10 Administration Agreement Under the Administration Agreement dated the date of this Prospectus between the Company and Praxis, Praxis has agreed to provide administration and company secretarial services to the Company including calculating the Net Asset Value, keeping minute books, administering insider lists for the purposes of MAR, assisting with regulatory compliance pursuant to the Disclosure Guidance and Transparency Rules and Listing Rules and preparing announcements. 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. The Administrator is also entitled to certain additional fees for the provision of additional services such as additional reporting and filing in relation to FATCA and shall also be entitled to make reasonable charges based on time spent for work performed in connection with the issuance of C Shares and the administration of any C Share portfolios including the calculation of Net Asset Value per C Share. The Administrator shall also be entitled to reimbursement of all out-of-pocket costs, expenses and 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 and may be immediately terminated by either party in certain circumstances such as a material breach which is not remedied. The Administration Agreement contains customary indemnities from 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 depositary services to the Company for the purposes of the AIFM Directive. Under the terms of the agreement, the Depositary will be responsible for ensuring that the Company’s cashflows are properly monitored, the safekeeping of assets entrusted to it and the oversight and supervision of the Company and the AIFM. The Depositary Agreement may be terminated by any party on three months’ prior written notice and may be terminated upon thirty days prior written notice of a material breach which is not remedied. Under certain other circumstances the Depositing Agreement may be terminated immediately, such as a withdrawal of authorisation from a UK or other supervisory authority. Under the terms of the Depositary Agreement, the Depositary is entitled to the fees described in Part 4 of this Prospectus, together with VAT thereon, if applicable. The Depositary is entitled to reimbursement of all reasonable costs, expenses and disbursements it 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 is entitled to delegate its custody and safe-keeping functions with respect to financial instruments 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 or otherwise re-use or re-hypothecate any of the Company’s assets and the Depositary shall ensure that any delegate performing safe-keeping services does not lend or otherwise re-use or 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 fact that the Depositary and/or these persons have acted for the Depositary pursuant to the Depositary Agreement and in accordance with proper instructions where required, other than in respect of such costs, liabilities and expenses arising from their negligence, wilful misconduct, fraud or breach of the Depositary Agreement.

126 The Company, AIFM and Depositary have given customary representations, warranties and undertakings under the agreement.

10. LTIP AND EMPLOYEE BENEFIT TRUST 10.1 Summary of the Principal Features of the Greensphere Capital PLC Long-Term Incentive Plan (‘‘LTIP’’) The LTIP will operate in conjunction with the Employees’ Beneﬁt Trust described in paragraph 10.2. The LTIP will be administered by the Remuneration Committee. It is anticipated that the LTIP will be operated over a mixture of Ordinary Shares purchased in the market and newly issued Ordinary Shares subject to the limits described below. Beneﬁts under the LTIP will not be pensionable.

(a) Eligibility The Remuneration Committee may select any employee of the Group (including an executive director) to participate in the LTIP.

(b) Grant of Awards Awards are of conditional rights to acquire Ordinary Shares at nil cost (‘‘Awards’’). The Remuneration Committee will determine the number of Ordinary Shares covered by each participant’s Award. The maximum aggregate LTIP award in respect of any period is 15 per cent. of the amount by which the Covered Dividend for the period exceeds the hurdle for that period. The hurdle is 6 cents per Ordinary Share per year (subject to adjustment for inflation for the financial year 2021 onwards), provided that the average Net Asset Value per Ordinary Share 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 and averaged, over three year periods, save that in the first year of operation there will be no averaging and in the second year of operation, year one and year two will be averaged. No Awards may be made under the LTIP until the Company’s Covered Dividend first exceeds the hurdle. Eligible employees will receive the amount of their Award in Ordinary Shares issued on the basis 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 yearly results 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 employee share schemes or (iv) at any time when the Remuneration Committee determines that the circumstances 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 third anniversaries 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 until the 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 to vest, apportioned for the period of the Good Leaver’s service as a proportion of the time from the start of the ﬁnancial year in respect of which the Award was granted to the relevant Vesting Date. The Remuneration Committee may determine that an Award will vest to a greater extent. An unvested Award held by an employee who leaves service otherwise than as a Good Leaver will lapse. A Good Leaver is one who leaves service by reason of injury, disability, redundancy, the sale out of the Group of the business or subsidiary for which he works or, otherwise, who is determined by the Remuneration Committee in its discretion to be a Good Leaver.

127 (f) Limit on the Issue of Shares No Award may be granted if, as a result, the number of Ordinary Shares issued or issuable pursuant to all Awards or other rights to acquire Ordinary Shares granted within the preceding ten years under the LTIP and all other employee share plans of the Company would exceed or 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 Ordinary Shares except for any rights attached to such Ordinary Shares by reference to a record date prior to the date of allotment.

(h) Variation of Share Capital The Remuneration Committee may at any time make such adjustments to any outstanding Awards 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 wind up the Company (other than in respect of a continuation vote in any of the circumstances detailed 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 unvested Award (‘‘malus’’) or require the participant to repay an amount to the Company in respect of the value of a vested Award (‘‘claw-back’’) net of irrecoverable tax or social security contributions in the following circumstances: material restatement of ﬁnancial results; material loss or serious reputational damage to the Company as a result of the participant’s actions or those of a team member the participant is directly responsible for; where the participant has deliberately misled the Company, the Shareholders or the market regarding the Company’s ﬁnancial performance or if there has been serious misconduct or misbehaviour by the participant.

(k) Amendment The Remuneration Committee may amend the LTIP at any time in any respect, save that the hurdle or any other performance condition that needs to be met in order for a participant to be eligible for an award may only be amended by the Remuneration Committee without the approval of the Company in general meeting if the Remuneration Committee determines that such changes are necessary in order to ensure the LTIP is an effective part of the Company’s remuneration policy. The the rules of the LTIP relating to eligibility, limits on the number of Ordinary Shares available under the LTIP, the basis of the adjustment of an eligible employee’s participation in the event of a variation of capital and to amendment of the LTIP may not be amended to the advantage of existing or future participants without the prior approval 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 obtain or maintain favourable taxation, exchange control or regulatory treatment of the Company, 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 any rights 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 Award may be granted in respect of an LTIP Year commencing more than ten years after Admission.

128 10.2 Summary of the Principal Features of the Greensphere Capital PLC Employees’ Benefit Trust (the ‘‘EBT’’) The Company has resolved to establish the Greensphere Capital PLC Employees’ Benefit Trust. The EBT will operate in conjunction with the LTIP, and any other employees’ share plans 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 from time to time (including any permitted accumulations of income) on discretionary trusts for employees and former employees of Group companies and their spouses, widows, and children and step-children under the age of 18 years (excluding anyone who at the absolute discretion of the Trustee is precluded from benefiting). At the expiry of 125 years or on such earlier date as the Trustee may in its absolute discretion determine, the remaining EBT assets 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, including the power to change investments, insure, maintain and protect assets of the EBT and to leave such assets uninvested. The Trustee also has wide powers to borrow on the security of such 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 to beneﬁciaries. 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 held as investments in such manner as the Trustee sees ﬁt; in so doing, it will have regard to the best interests of beneﬁciaries.

(d) Takeovers The Trustee will have a discretion whether or not to accept any offer made for the Company in 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 investments made in good faith and will not be liable for any negligence or fraud of any agent appointed by the Trustee except in the event of fraud or wilful wrong-doing on the part of the Trustee or its 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 charge fees in the normal course of business.

11. FINANCIAL INFORMATION, WORKING CAPITAL, INDEBTEDNESS AND SIGNIFICANT CHANGE 11.1 PricewaterhouseCoopers LLP which is registered to carry out audit work by the Institute of Chartered Accountants of England and Wales was approved as the Company’s auditor on 13 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’ standard terms for a public listed company. The annual report and accounts of the Company will be prepared 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 period ending on 31 December 2018. 11.3 The Company has not commenced operations since its incorporation on 16 October 2017 and no financial statements of the Company have been issued as at the date of this Prospectus. Accordingly it has no operating or financial history.

129 11.4 The Company is of the opinion that, taking into account Minimum Net Proceeds, the working capital available to the Group is sufﬁcient for the Group’s present requirements, being for at least 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 has no guaranteed, secured, unguaranteed or unsecured debt and no indirect or contingent indebtedness. The Company’s issued share capital consists of 50,000 Management Shares and 1 Ordinary Share.

11.6 As at the date of this Prospectus, there has been no signiﬁcant change in the trading or ﬁnancial position of the Group since the incorporation of the Company.

11.7 Immediately following Admission, the Company’s gross assets will increase by an amount equal to the gross proceeds of the Placing and Offer for Subscription (assuming the maximum size of the Issue is reached), being US$500 million, less an amount representing the Issue Costs borne by the Company. It is not possible to quantify the effect of the Issue on 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 the Company is aware, any governmental, legal or arbitration proceedings which are pending or threatened) during the period since the Company’s incorporation on 16 October 2017 which may have, or have had in the recent past, a significant effect on the Company or the Group’s financial position 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 the Takeover 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 per cent. or more of the voting rights of a public company which is subject to the Takeover Code or holds not less than 30 per cent. but not more than 50 per cent. of the voting rights exercisable at a general meeting and acquires additional shares which increase the percentage of their voting rights, would normally be required to make a general offer in cash or with a cash alternative at the highest price paid within the preceding 12 months for all the remaining equity share capital of the Company.

Under Rule 37 of the Takeover Code, when a company purchases its own voting shares, a resulting increase in the percentage of voting rights carried by the shareholdings of any person or group of persons acting in concert will be treated as an acquisition for the purposes of Rule 9. A shareholder who is either a director or acting in concert with a director will not normally incur an obligation to make an offer under Rule 9 in this manner. However, under note 2 to Rule 37, where a shareholder has acquired shares at a time when it had reason to believe that a purchase by the company of its own voting shares may take place, an obligation to make a mandatory bid under Rule 9 may arise in certain circumstances. The buy back by the Company of Ordinary Shares could, therefore, have implications for Shareholders with 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 the remaining 10 per cent. It would do so by sending a notice to outstanding shareholders telling them that it will compulsorily acquire their shares and then, six (6) weeks later, it would execute a transfer of the outstanding shares in its favour and pay the consideration to the Company, which would hold the consideration on trust for outstanding shareholders. The consideration offered to the shareholders whose shares are compulsorily acquired under the Act must (in general) be the same as the consideration that was available under the takeover offer.

130 13.3 Sell-out rules The Act gives minority shareholders in the Company a right to be bought out in certain circumstances by an offeror who has made a takeover offer. If a takeover offer related to all the Ordinary Shares and, at any time before the end of the period within which the offer could be accepted, the offeror held or had agreed to acquire not less than 90 per cent. of the Ordinary Shares, any holder of shares to which the offer relates who has not accepted the offer can require the offeror to acquire his shares. The offeror would be required to give any shareholder notice of his right to be bought out within one (1) month of that right arising. The offeror may impose a time limit on the rights of minority shareholders to be bought but that period cannot end less than three (3) months after the end of the acceptance period. If a shareholder exercises its rights, the offeror is bound to acquire those shares on the terms of the 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 in respect 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 limited expectations, a person must notify the Company (and, at the same time, the FCA) of the percentage of voting rights he holds (within two trading days) if he acquires or disposes of Ordinary Shares in the Company to which voting rights are attached and if, as a result of the acquisition or disposal, the percentage of voting rights which he holds as a Shareholder (or, in certain cases, which he holds indirectly) or through his direct or indirect holding of certain types of financial 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 events changing the breakdown of voting rights and on the basis of the total voting rights notified to the market by the Company. Such notification must be made using the prescribed form TR-1 available from the FCA’s website at http://www.fca.gov.uk. Under the Disclosure Guidance and Transparency Rules, the Company must announce the notification to the public as soon as possible and in any event by not later than the 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 not complied 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 and its AIFM will be an EEA AIFM. Accordingly, the Company’s AIFM is required to make certain disclosures to prospective investors prior to their investment in the Company, in accordance with Article 23 of the AIFM Directive and FUND 3.2.2 and 3.2.3 of the FCA Handbook. An explanation of where each of these disclosures may be found in this Prospectus (or of the non-applicability to the Company of certain of these disclosures) is set out in this paragraph 15. 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 of the Company, the types of assets in which the Company may invest, the techniques it may employ, any applicable investment restrictions and the procedures by which the Company may 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 Group may use leverage, the types and sources of leverage permitted, restrictions on the use of leverage and the maximum level of leverage which the Group is permitted to employ. There are no collateral or reuse arrangements in place in respect of the Company’s Investment Portfolio. 15.4 The key risks associated with the investment strategy, objectives and techniques of the Company and with the use of leverage by the Group are contained in the section of this Prospectus entitled ‘‘Risk Factors’’.

131 15.5 The Company is not a fund of funds and so there is no master AIF for the purposes of the AIFM Directive. 15.6 A description of the main legal implications of the contractual relationship entered into for the purpose of investment in the Company, including information on jurisdiction and applicable law, is contained in Part 8 and in Appendices 1 and 2 of this Prospectus. In particular, the Issue and any Subsequent Placings are governed by English law and subject to the jurisdiction of English courts, the same law and jurisdiction under which the Company is established. More generally, a foreign judgment obtained in an EU member state may be recognised and enforced in England pursuant to the Brussels Regulation. A judgment which has been certified as a European Enforcement Order pursuant to Regulation (EC) 805/2004 may also be recognised and enforced in England. 15.7 Details of the identities of the Company’s AIFM, Depositary, Auditors and other service providers to the Company, their duties to the Company and investors’ rights (exercised through the Company) are contained in Part 3 of this Prospectus and in paragraph 9 of this Part 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 financial instruments that are required to be held in custody as described in paragraph 9.11 of this Part 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 for valuing 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 redemption rights in respect of the Ordinary Shares. However, the Shares are to be listed on the Official List and admitted to trading on the Main Market, and will be freely transferable. As regards liquidity risk management, a description of the discount management mechanisms which may be employed by the Company is contained in Part 4 of this Prospectus, although it should be noted 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 the extent that this can be assessed) which are borne by the Company and thus indirectly by investors is contained in Part 4 of this Prospectus and this Part 8. There are no expenses charged directly to investors by the Company. 15.13As its Shares are to be admitted to the premium segment of the Official List, the Company will be required to comply with (inter alia) the relevant provisions of the Listing Rules and the Disclosure Guidance and Transparency Rules and the Takeover Code, all of which operate to ensure a fair treatment of investors. No investor has obtained preferential treatment or the right to obtain preferential treatment. 15.14Since the Company was incorporated on 16 October 2017 and has not yet commenced operations, 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 this Prospectus. 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 Depositary of the Company’s assets. 15.18While the Depositary Agreement permits the Depositary to discharge its liability under Article 21(13) and (14) of the AIFMD and Article 32 of the AIFM Regulations, it has not made any arrangements to do so. If there are any changes to the liability of the Depositary, the AIFM will inform investors. 15.19The information required under paragraphs 4 and 5 of Article 23 of the AIFM Directive and FUND 3.2.5 and FUND 3.2.6 will be disclosed to investors in the Company’s annual report.

132 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 of the 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 and the inclusion herein of its name and the references to it in the form and context in which they appear. 16.2 Ecoﬁn has given and not withdrawn its written consent to the issue of this Prospectus and the inclusion herein of its name and the references to it in the form and context in which they appear. 16.3 Greensphere Capital Partners has given and not withdrawn its written consent to the issue of this Prospectus and the inclusion herein of its name and the references to it in the form and context in which they appear. 16.4 BDO LLP has given and not withdrawn its written consent to the issue of this Prospectus and the inclusion herein of its name and the references to it in the form and context in which they appear. Save for any responsibility which BDO LLP may have to Greensphere Capital Partners to whom their opinion (as described in Parts 3 and 8 of this Prospectus) is expressly addressed, to the fullest extent permitted by law BDO LLP does not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person.

17. THIRD PARTY INFORMATION Where information in this Prospectus has been sourced from third parties such information has been accurately reproduced and, as far as the Company is aware and is able to ascertain from information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. 18. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection during Business Hours on any weekday (Saturdays, Sundays and public holidays excepted) at the ofﬁces of Hogan Lovells International LLP at Atlantic House, Holborn Viaduct, London EC1A 2FG and at the Company’s registered ofﬁce until close of business on 29 November 2018 (being the last possible Admission date 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 the Company and the ofﬁces of Numis. Copies of this Prospectus are also available for access at the National Storage Mechanism which is located at www.hemscott.com/nsm.do and the Company’s website, at www.greenspherecapital.com.

133 PART 9: RESTRICTIONS ON SALE TO OVERSEAS INVESTORS

This document has been approved by the FCA as a prospectus which may be used to offer securities to the public in the United Kingdom for the purposes of section 85 FSMA and Directive 2003/7/EC (as amended by Directive 2010/73/EU). Except as otherwise set out below, no arrangement has however been made with the competent authority in any other EEA State (or any other jurisdiction) for the use of this document as an approved prospectus in such jurisdiction and accordingly no public offer is to be made in such jurisdictions. Issue or circulation of this document may be prohibited in countries other than those in relation to which notices are given below. This document 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 into national law. Under the AIFM Directive, marketing to any investor domiciled or with a registered ofﬁce in the EEA will be restricted by such laws and no such marketing shall take place except as permitted by such laws. Outside of the UK, the AIFM has applied to the FCA for a marketing passport 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 jurisdictions and 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 meaning of section 1 of Part 1 of Schedule 1 to the Securities and Futures Ordinance (Cap 571 of the laws of Hong Kong) (including professional investors falling within paragraph (j) of the deﬁnition of professional investor in that section). The offer of Shares is not being made to persons other than the recipient, the Shares may not be resold to the public in Hong Kong and this Prospectus should not be passed on to any other persons.

134 PART 10 – DEFINITIONS

The meanings of the following terms shall apply throughout this Prospectus unless the context otherwise requires:

‘‘Act’’ means the UK Companies Act 2006, as amended from time to time; ‘‘AD’’ means ‘‘anaerobic digestion’’; ‘‘Admission’’ means the admission of the Ordinary Shares issued under the Issue and/or the Ordinary Shares or C Shares issued under the Placing Programme (as the context may require) to the premium segment of the Official List and to trading on the London Stock Exchange’s Main Market for listed securities; ‘‘Administrator’’ means PraxisIFM Fund Services (UK) Limited; ‘‘Advisers’’ means Ecofin Limited, Greensphere Capital Partners and Greensphere Advisors (together or separately as the context requires); ‘‘AIC’’ means the Association of Investment Companies; ‘‘AIC Code’’ means the AIC Code of Corporate Governance, as amended from time to time; ‘‘AIF’’ means an alternative investment fund within the meaning of the AIFM Directive; ‘‘AIFM’’ means: (a) when used in a general context, an alternative investment fund manager within the meaning of the AIFM Directive; and (b) in respect of the Company, its alternative investment fund manager from time to time as appointed pursuant to the AIFM Agreement; ‘‘AIFM Agreement’’ means the agreement dated the date of this Prospectus between the Company, Greensphere Advisors and Ecofin, a summary of which 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 Regulations 2013 (SI 2013/1773) as amended from time to time; ‘‘AIFM Rules’’ means the AIFM Directive and all applicable rules and regulations implementing the AIFM Directive in the UK, including without limitation the AIFM Regulations and all relevant provisions of the FCA Handbook expressed to be binding on the AIFM; ‘‘Application Form’’ means the application form attached to this Prospectus for use in connection with the Offer for Subscription; ‘‘Asset Management means the agreement between Greensphere Advisors and Secondment Agreement’’ Greensphere Capital Partners pursuant to which Greensphere Advisors has agreed to provide secondees to Greensphere Capital Partners; ‘‘Articles’’ or ‘‘Articles of means the articles of association of the Company in force from Association’’ time 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 the Institute of Chartered Accountants of England and Wales having been approved as the Company’s auditors as at the date of this Prospectus;

135 ‘‘Board’’ or ‘‘Directors’’ means the directors of the Company from time to time or any duly constituted committee thereof, and ‘‘Director’’ is to be construed accordingly; ‘‘Brussels Regulation’’ means Council Regulation (EC) 1215/2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters; ‘‘Business Day’’ means a day on which the London Stock Exchange is open, other than a Saturday, Sunday or other day when banks in the City of London are not generally open for non-automated business; ‘‘Business Hours’’ means the hours between 9.30 a.m. and 5.30 p.m. on any Business 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 the Company, which will convert into Ordinary Shares or Deferred Shares on the occurrence of certain events, having such rights and being subject to the restrictions specified in the Articles; ‘‘certificated’’ or ‘‘in certificated means where a share or other security is not in uncertificated form’’ form; ‘‘Company’’ means Greensphere Capital PLC, a company incorporated in England 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 the Financial Reporting Council in April 2016 and as subsequently amended from time to time; ‘‘Covered Dividend’’ means the dividend per Ordinary Share paid in respect of any financial year of the Company to the extent that it is covered by the Company’s revenue reserves and not by distributable reserves created by a reduction in the Company’s share premium account, as disclosed in the Statement of Comprehensive Income in the Company’s audited accounts for that financial year; ‘‘CREST’’ means a paperless settlement procedure operated by Euroclear enabling system securities to be evidenced otherwise than by written 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 data protection legislation from time to time in force; ‘‘Deferred Consideration’’ means the deferred consideration of such number of Ordinary Shares that Greensphere Capital Partners will procure that the Company will allot to Ms Seshamani and Mr Moulton under the Greensphere Capital SPA as described in paragraph 9 of Part 8 of this Prospectus; ‘‘Deferred Consideration means: Conditions’’ (a) at all times from Admission to the third anniversary of Admission, Ms Seshamani has been employed by Greensphere Advisors Limited (or another company in the Group) unless her employment ceased as a result of her being a good leaver;

136 (b) during the period ending on the third anniversary of Admission, no less than two thirds of the Net Issue Proceeds have been invested in, committed to, or allocated for investment in Sustainable Infrastructure Investments for the account of the Private Portfolio during such period, excluding for the purposes of determining whether amounts have been invested in Sustainable Infrastructure Investments during that period, any Sustainable Infrastructure Investment that is held for less than three months; and (c) the Company having sufficient revenue reserves as shown in the Company’s audited accounts for the financial year ending 31 December 2020, to pay a Covered Dividend in respect of such financial year of no less than 6 cents per Ordinary Share; ‘‘Deferred Shares’’ shall have the meaning set out in Part 6 of this Prospectus; ‘‘Depositary’’ means the UK branch of CACEIS Bank, a ‘‘socie´te´ anonyme’’ (public limited company) incorporated in France and registered with the Paris trade and company register under number 437580160; ‘‘Depositary Agreement’’ means the Depositary Agreement dated the date of this Prospectus between the Company, the AIFM and the Depositary, a summary of which is contained in Part 8 of this Prospectus; ‘‘Direction Notice’’ means a notice given by the Board in its absolute discretion at any time to a Shareholder; ‘‘Disclosure Guidance and means the disclosure guidance and the transparency rules made Transparency Rules’’ or by the FCA under section 73A of FSMA; ‘‘DTRs’’ ‘‘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 Security Act of 1974 and the regulations promulgated thereunder (in each case 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, its member states); ‘‘Euroclear’’ means Euroclear UK & Ireland Limited, a company incorporated in England and Wales with registered number 2878738, being the operator of CREST; ‘‘Excluded Territory’’ means Australia, Canada, Japan, New Zealand, the Republic of South Africa, the United States of America, their territories and possessions and any other jurisdiction where the extension or availability of an offer of Shares would breach any applicable law or regulation; ‘‘External Valuer’’ means an independent third party valuer that the AIFM has appointed to value the Private Portfolio; ‘‘FATCA’’ means the US Foreign Account Tax Compliance Act;

137 ‘‘FCA’’ means the UK Financial Conduct Authority; ‘‘FCA Handbook’’ or ‘‘FCA means the FCA’s handbook of rules and guidance, as amended Rules’’ and updated from time to time; ‘‘Final Date’’ means the earliest of (i) the day immediately preceding the first anniversary of publication of the Prospectus, (ii) the date on which all the Shares available for issue under the Placing Programme have been issued, and (iii) such other date as may be agreed between Numis and the Company; ‘‘FSMA’’ means the UK Financial Services and Markets Act 2000, as amended from time to time; ‘‘General Meeting’’ means a general meeting of the Company convened in accordance with the Articles; ‘‘Greensphere Advisors’’ means Greensphere Advisors Limited, a company incorporated in England and Wales with registered number 11019811; ‘‘Greensphere Capital Partners’’ means Greensphere Capital Partners LLP, a limited liability partnership incorporated in England and Wales with registered number OC361535; ‘‘Greensphere Capital Partners means the agreement for the acquisition of the business of SPA’’ Greensphere Capital Partners dated the date of this Prospectus between 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 defined in the Act) at the relevant time; ‘‘GW’’ means gigawatts; ‘‘HMRC’’ means Her Majesty’s Revenue & Customs; ‘‘IFRS’’ means the International Financial Reporting Standards as adopted by the European Union; ‘‘Initial Consideration’’ means the initial consideration of 1,995,000 Ordinary Shares that Greensphere Capital Partners has procured that the Company will allot to entities affiliated with Ms Seshamani and Mr Moulton under the Greensphere Capital SPA; ‘‘Interested Parties’’ means the Advisers, the Administrator, the Depositary, Numis, any of the Company’s other professional advisers, any of their directors, officers, employees, agents and connected persons and the Directors and any person or company with whom they are affiliated or by whom they are employed; ‘‘Investment Capital’’ means partnership equity, partnership loans, share capital, trust units, shareholder loans and/or other debt or equity interests in or to the Company’s investments; ‘‘Investment Committee’’ means the Company’s investment committee; ‘‘Investment Objective’’ means the investment objective of the Company as detailed in Part 1 of this Prospectus under the heading ‘‘Investment Objective’’; ‘‘Investment Policy’’ means the investment policy of the Company as detailed in Part 1 of 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 of Chapter 3 of Part 6 of the Income Tax (Trading and Other Income) Act 2005 and the Individual Savings Account Regulations 1998 (SI 1998/1870), as amended;

138 ‘‘ISIN’’ means the International Security Identification Number; ‘‘Issue’’ means the issue of the Ordinary Shares pursuant to the Placing and the Offer for Subscription (but for the avoidance of doubt excludes the issue of Shares under the Placing Programme); ‘‘Issue Agreement’’ means the conditional issue agreement dated the date of this Prospectus between the Company, Greensphere Capital Partners, Ecofin, certain Directors and Numis, a summary of which is set out in Part 8 of this Prospectus; ‘‘Issue Costs’’ means the costs, commissions, fees and expenses incidental to the formation of the Company and to the Issue which will be borne by the Company and paid on or around Admission and which includes 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 and the 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 pursuant to which KGI has been appointed as the Company’s distributor of Shares in Hong Kong; ‘‘KW’’ means kilowatts and ‘‘KWh’’ means kilowatts per hour; ‘‘LCOE’’ means the ‘‘levelised cost of electricity’’; ‘‘Legacy Management means the investment management agreements relating to Agreements’’ Greensphere Capital Partners’ two existing discretionary investment management mandates; ‘‘Listed Portfolio’’ means such part of the Company’s Investment Portfolio comprising listed equities; ‘‘Listed Portfolio Management means the management agreement in respect of the Listed Agreement’’ Portfolio dated the date of this Prospectus between the Company, Greensphere Advisors and Ecofin, a summary of which is set out in Part 8 of this Prospectus; ‘‘Listing Rules’’ means the listing rules made by the FCA under section 73A of FSMA; ‘‘London Stock Exchange’’ means London Stock Exchange plc; ‘‘Main Market’’ means the main market of the London Stock Exchange for listed securities; ‘‘Management Shares’’ means the redeemable management shares of £1 each in the capital of the Company having the rights and subject to the restrictions set out in the Articles; ‘‘Management Team’’ means the management team of Greensphere Advisors from time to time, as detailed in the section headed ‘‘Management Team’’ in Part 3 of this Prospectus; ‘‘MAR’’ means the Market Abuse Regulation (Regulation 596/2014) as amended from time to time; ‘‘Minimum Net Proceeds’’ means the minimum net proceeds of the Issue required for the Issue to proceed (after deducting the Issue Costs), being US$196 million; ‘‘Money Laundering means the UK Money Laundering Regulations 2017 (SI 2017/ Regulations’’ 692) and any other applicable anti-money laundering guidance, regulations or legislation; ‘‘MW’’ means megawatts and ‘‘MW/h’’ means megawatts per hour;

139 ‘‘NAV’’ or ‘‘Net Asset Value’’ means: (a) in relation to the Company, the net asset value of the Company as a whole on the relevant date calculated in accordance with the Company’s normal accounting policies; (b) in relation to a Share, the net asset value of the Company on the relevant date attributable to the relevant class of Share, calculated in accordance with the Company’s normal accounting policies divided by the total number of the relevant class of Shares then in issue (excluding, for the avoidance of doubt, any Shares held in treasury); and (c) in relation to the Private Portfolio or the Listed Portfolio, the net asset value of the relevant portfolio on the relevant date calculated in accordance with the Company’s usual accounting policies; ‘‘Net Issue Proceeds’’ means the proceeds of the Issue, after deduction of the Issue Costs 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 in England & Wales with registered number 2285918; ‘‘NURS’’ means Non-UCITS Retail Schemes ‘‘OECD’’ means the Organisation for Economic Co-operation and Development; ‘‘Offer for Subscription’’ means the offer for subscription of Ordinary Shares at the Issue Price on the terms and subject to the conditions set out in this Prospectus; ‘‘Ongoing Charges’’ means the Company’s ongoing charges figure showing the annual percentage reduction in Shareholder returns as a result of recurring operational expenses assuming markets remain static and the Company’s portfolio is not traded, calculated in accordance with the AIC’s suggested methodology; ‘‘Official List’’ means the official list maintained by the UK Listing Authority pursuant to Part VI of FSMA; ‘‘Ordinary Resolution’’ means a resolution passed by a simple majority in accordance with 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 the Company, designated as such and having the rights and being subject to the restrictions specified in the Articles; ‘‘Placee’’ means any person subscribing for Shares pursuant to the Placing and/or a Subsequent Placing; ‘‘Placing’’ means the conditional placing by Numis of Ordinary Shares at the Issue Price on the terms and subject to the conditions set out in this Prospectus and the Issue Agreement; ‘‘Placing Programme’’ means the programme pursuant to which Shares will be issued as described in Part 5 of this Prospectus; ‘‘Placing Programme Price’’ means the issue price per Share agreed by the Company and Numis in respect of each Subsequent Placing made pursuant to the Placing Programme; ‘‘PPA’’ means power purchase agreement; ‘‘Praxis’’ means PraxisIFM Fund Services (UK) Limited;

140 ‘‘Private Portfolio’’ means such part of the Company’s Investment Portfolio comprising private investments that is managed by the Management Team; ‘‘Private Portfolio Management means the management agreement in respect of the Private Agreement’’ Portfolio dated the date of this Prospectus between the Company, Greensphere Capital Partners and Ecoﬁn, a summary of which is set out in Part 8 of this Prospectus; ‘‘Project Entity’’ means a special purpose entity (including any company, partnership, trust, fund or other collective investment undertaking) formed to undertake a Sustainable Infrastructure project or projects or to provide Sustainable Infrastructure services or to invest directly or indirectly in any Sustainable Infrastructure related business; ‘‘Prospectus’’ means this document; ‘‘Prospectus Directive’’ means the Directive of the European Parliament and of the European Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading (No 2003/71/EC); ‘‘Prospectus Rules’’ means the prospectus rules made by the FCA under section 73A of FSMA; ‘‘PV’’ means photovoltaic; ‘‘Receiving Agent’’ means Link Asset Services (a trading name of Link Market Services Limited); ‘‘Receiving Agent Agreement’’ means the receiving agent agreement between the Company and the Receiving Agent dated the date of this Prospectus, a summary of which is set out in Part 8 of this Prospectus; ‘‘Recognised Investment means an investment exchange in relation to which a recognition Exchange’’ order of the FCA is in force; ‘‘Registrar’’ means Link Asset Services (a trading name of Link Market Services Limited); ‘‘Registrar Agreement’’ means the registrar agreement between the Company and the Registrar dated the date of this Prospectus, a summary of which is set out in Part 8 of this Prospectus; ‘‘Regulated Assets’’ means investments, made directly or indirectly, in utilities assets which are subject to statutory regulation (for example, those regulated by Ofgem or Ofwat); ‘‘Regulation S’’ means Regulation S under the US Securities Act; ‘‘Regulatory Information means a regulatory information service approved by the FCA and Service’’ or ‘‘RIS’’ included on the list of Regulatory Information Services maintained by the FCA; ‘‘Relevant Member State’’ a member state of the European Economic Area which has implemented the Prospectus Directive or the AIFM Directive; ‘‘Remuneration Committee’’ means the remuneration committee of the Board, from time to time; ‘‘Renewable Infrastructure means companies and businesses engaged in the production of Universe’’ electricity from renewable energy resources and the transmission, 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 fully paid, instead of cash in respect of all or part of any dividend speciﬁed by an Ordinary Resolution;

141 ‘‘Section 793 Notice’’ means a notice properly served in accordance with section 793 of the Act; ‘‘Shareholder’’ means a registered holder of a Share; ‘‘Shares’’ means the Ordinary Shares and/or the C Shares, as the context requires; ‘‘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 made after Admission pursuant to the Placing Programme described in this Prospectus; ‘‘Sustainable Infrastructure’’ means assets and businesses that are involved in one or more of the following sectors: water; energy transmission, distribution and storage; renewable energy; waste and effluent management, recycling and upcycling; resource and energy efficiency and related sectors including sustainable agriculture and forestry and green transport; ‘‘Sustainable Infrastructure means a direct or indirect interest in an asset, share, loan, Investment’’ security or other interest (in whatever form including partnership equity, partnership loans, share capital, trust units, shareholder loans and/or debt interests) in or to Sustainable Infrastructure Projects; ‘‘Sustainable Infrastructure means either (i) a Project Entity; or (ii) an operating business or Project’’ undertaking involved (directly or indirectly) in Sustainable Infrastructure or the procurement or provision of Sustainable Infrastructure 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 Gross means the aggregate amount of gross proceeds raised by the Proceeds’’ Company from the issue of Shares in the period ending on the second anniversary of Admission (which shall include the Gross Issue Proceeds and the gross proceeds of the Placing Programme); ‘‘UCITS’’ means Undertakings for Collective Investment in Transferable Securities ‘‘UK’’ or ‘‘United Kingdom’’ the United Kingdom of Great Britain and Northern Ireland; ‘‘UKGIB’’ means the UK Green Investment Bank; ‘‘UKLA’’ or ‘‘UK Listing means the FCA acting in its capacity as the competent authority Authority’’ for listing in the UK for the purposes of Part VI of FSMA, as amended from time to time; ‘‘uncertificated’’ or ‘‘in means recorded on the relevant register of the shares or security uncertificated form’’ concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST; ‘‘Uncertificated Securities means the UK Uncertificated Securities Regulations 2001 (SI Regulations’’ 2001/3755) (as amended); ‘‘United States’’ or ‘‘US’’ means the United States of America (including the District of Columbia), its territories and possessions, any state of the United States of America and all other areas subject to its jurisdiction or any political sub-division thereof; ‘‘US Exchange Act’’ means the United States Exchange Act of 1934, as amended from time to time;

142 ‘‘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, as amended; ‘‘US Person’’ means a ‘‘US Person’’ as deﬁned in Regulation S of the US Securities 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 or sales tax applicable in the UK or any other country; and ‘‘WHO’’ means the World Health Organisation.

143 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 subscribe for (i) Ordinary Shares under the Placing, and/or (ii) Ordinary Shares and/or C Shares under the relevant Subsequent Placing under the Placing Programme will be bound by these terms and 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/or conditions and/or give such additional warranties and/or representations as it (in its absolute discretion) 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 by 8.00 a.m. (London time) on 20 December 2017 (or such other date as the Company and Numis may agree, being not later than 31 December 2017) and, in the case of any Subsequent Placing under the Placing Programme, the relevant Subsequent Admission occurring and becoming effective by 8.00 a.m. on such other dates as the Company and Numis may agree prior to the closing of each Subsequent Placing under the Placing Programme, not being later than the Final Date; (ii) the Issue Agreement becoming otherwise unconditional in all respects and not having been terminated on or before the date of such Admission (save as regards the Placing for any condition 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 member of the Company and agrees to subscribe for those Shares allocated to it by the Company (in consultation with Numis) at the Issue Price under the Placing or the applicable Placing Programme Price for the relevant Subsequent Placing under the Placing Programme. To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy 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 by the 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 Numis as its agent to use its reasonable endeavours to sell (in one or more transactions) any or all of the Shares 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/or stamp duty reserve tax or any other liability whatsoever arising in respect of any such sale or sales.

4. Representations and Warranties By agreeing to subscribe for Shares, each Placee which enters into a commitment to subscribe for such Shares will (for itself and any person(s) procured by it to subscribe for such Shares and any nominee(s) for any such person(s)) be deemed to agree, represent and warrant to each of the Company, 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 or C Shares under the relevant Subsequent Placing, it is relying solely on this Prospectus and any supplementary prospectus published by the Company prior to Admission of the relevant Shares and not on any other information given, or representation or statement made at any time, by any person concerning the Company, the Placing, the Placing Programme or any Subsequent Placing thereunder. It agrees that none of the Company, the AIFM, Greensphere Advisors, Greensphere Capital Partners or Numis, nor any of their respective ofﬁcers, agents or employees, will have any liability for any other information or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information or representation;

144 4.2 The content of this Prospectus is exclusively the responsibility of the Company and its Board and apart from the liabilities and responsibilities, if any, which may be imposed on Numis under any regulatory regime, neither Numis nor any person acting on its behalf nor any of its affiliates makes any representation, express or implied, nor accepts any responsibility whatsoever for the contents of: (i) this Prospectus; (ii) any supplementary prospectus published by the Company prior to the Admission of the relevant Shares; nor (iii) any other statement made or purported to be made by it or on its or their behalf in connection with the Company, the Shares, the Issue, the Placing Programme or any Subsequent Placing thereunder; 4.3 If the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for (i) Ordinary Shares under the Placing, and/or (ii) Ordinary Shares or C Shares under the relevant Subsequent Placing, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action or omitted to take any action which will result in the Company, the AIFM, Greensphere Advisors, Greensphere Capital Partners or Numis or any of their respective officers, agents or employees acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Placing, the Placing Programme or any Subsequent Placing thereunder; 4.4 It does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Shares and it is not acting on a non-discretionary basis for any such person; 4.5 It agrees that, having had the opportunity to read this Prospectus and any supplementary prospectus published by the Company prior to Admission of the relevant Shares, it shall be deemed to have had notice of all information and representations contained in this Prospectus and any such supplementary prospectus, that it is acquiring Shares solely on the basis of this Prospectus and any such supplementary prospectus and no other information and that, in accepting a participation in the Placing or the relevant Subsequent Placing, it has had access to all information it believes necessary or appropriate in connection with its decision to subscribe for Shares; 4.6 It acknowledges that no person is authorised in connection with the Placing or the relevant Subsequent Placing to give any information or make any representation other than as contained in this Prospectus and any supplementary prospectus published by the Company prior to Admission of the relevant Shares and, if given or made, any information or representation 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 be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 (depository receipts and clearance 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 an Excluded 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 the Financial Services and Markets Act 2000 (Financial Promotion Order) 2005 or it is a person to whom the Shares may otherwise lawfully be offered under such order, or if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, that it is a person to whom the Shares may be lawfully offered under 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 investor within the meaning of the law in the relevant EEA State implementing Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant EEA State)) and (b) if that relevant EEA State has implemented the AIFM Directive, that it is a person to whom the Shares may lawfully be marketed under the AIFM Directive or under the applicable implementing legislation (if any) of that relevant EEA State;

145 4.11 If it is acquiring Shares as a financial intermediary within the EEA (other than the United Kingdom) as that term is used in Article 3(2) of the Prospectus Directive: (a) such Shares acquired by it in the Placing or Subsequent Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of Numis has been given to the offer or resale; or (b) where such Shares have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those Shares to it is not treated under the Prospectus Directive or the AIFM Directive as having been made to such persons; 4.12 If it is outside the United Kingdom, neither this Prospectus or any supplementary prospectus published 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 any Subsequent Placing thereunder constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Shares pursuant to the Placing or the Placing Programme unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Shares could lawfully be distributed to and subscribed 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 or their behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing or any Subsequent Placing under the Placing Programme or providing any advice in relation to the Placing or any Subsequent Placing under the Placing Programme and participation in the Placing and any Subsequent Placing is on the basis that it is not and will not be a client of Numis or any of its affiliates and that Numis and any of its affiliates do not have any duties or responsibilities to it for providing protection afforded to their respective clients or for providing advice in relation to the Placing, the Placing Programme or any Subsequent Placing thereunder nor in respect of any representations, 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) to subscribe for the Shares for each such account; (ii) to make on each such account’s behalf the representations, warranties and agreements set out in this Prospectus and any supplementary prospectus published by the Company prior to Admission of the relevant Shares; and (iii) to receive on behalf of each such account any documentation relating to the Placing or any Subsequent Placing in the form provided by the Company and/or Numis. It agrees that the provision of this paragraph shall survive any resale of the Shares by or on behalf of any such account; 4.15 It irrevocably appoints any Director and any director of Numis to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for all or any of the Shares for which it has given a commitment under the Placing or any Subsequent 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 the conditions to the Issue Agreement are not satisfied or the Shares for which valid applications are received and accepted are not admitted to listing and trading on the premium segment of the Official List and the Main Market (respectively) for any reason whatsoever then none of the Company, the AIFM, Greensphere Advisors, Greensphere Capital Partners, Numis or any of their affiliates, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or 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 has observed all relevant legislation and regulations, in particular (but without limitation) those relating to money laundering and countering terrorist financing and that its application is only made on the basis that it accepts full responsibility for any requirement to identify and verify the identity of its clients and other persons in respect of whom it has applied. In addition, it

146 warrants that it is a person: (i) subject to the Money Laundering Regulations in force in the United Kingdom; or (ii) subject to the Money Laundering Directive; or (iii) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the Money Laundering Directive; 4.18 It agrees that, due to anti-money laundering and the countering of terrorist financing requirements, Numis and/or the Company may require proof of identity of the Placee and related parties and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the Placee to produce any information required for verification purposes, Numis and/or the Company may refuse to accept the application and the subscription monies relating thereto. It holds harmless and will indemnify Numis and/or the Company against any liability, loss or cost ensuing due to the failure to process this application, if such information as has been required has not been provided by it or has not been provided on a timely basis; 4.19 It acknowledges and agrees that information provided by it to the Company and the Receiving Agent will be stored on the Receiving Agent and/or Registrar’s, the Administrator’s and the AIFM’s computer system and manually. It acknowledges and agrees that for the purposes of the Data Protection Laws, the Receiving Agent and/or Registrar, the Administrator and the AIFM are/may be required to specify the purposes for which they will hold personal data. The Receiving Agent and/or Registrar, the Administrator and the AIFM will only use such information for the purposes set out below (collectively, the ‘‘Purposes’’), being to: (a) process its personal data (including sensitive personal data) as required by or in connection with its holding of Shares, including processing personal data in connection with credit and money laundering checks on it; (b) communicate with it as necessary in connection with its affairs and generally in connection with its holding of the Shares; (c) provide personal data to such third parties as the Receiving Agent and/or Registrar, the Administrator or the AIFM may consider necessary in connection with its affairs and generally in connection with its holding of the Shares or as the Data Protection Laws may require, including to third parties outside the United Kingdom or the European Economic Area; (d) without limitation, provide such personal data to the Company, Numis, the Depositary or the AIFM, and their respective associates for processing, notwithstanding that any such party 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/or Registrar; 4.20 In providing the Receiving Agent and/or Registrar, the Administrator and the AIFM with information, it hereby represents and warrants to the Receiving Agent and/or Registrar, the Administrator and the AIFM that it has obtained the consent of any data subject to the Receiving Agent, the Registrar, the Administrator and the AIFM and their respective associates holding and using their personal data for the Purposes (including the explicit consent of the data subjects for the processing of any sensitive data or sensitive personal data 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 in the Data Protection Laws; 4.21 Numis and the Company (and any agent on their behalf) are entitled to exercise any of their rights under the Issue Agreement or any other right in their absolute discretion without any liability 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 the truth and accuracy of the foregoing representations and warranties and it agrees that if any of the representations or warranties made or deemed to have been made by its subscription of the Shares are no longer accurate, it shall promptly notify Numis and the Company;

147 4.23 Where it or any person acting on behalf of it is dealing with Numis, any money held in an account with Numis on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the FCA which therefore will not require Numis to segregate such money, as that money will be held by Numis 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, will remain its sole responsibility and will not become clients of Numis or any of its affiliates or agents for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision;

4.25 It accepts that the allocation of Shares shall be determined by the Directors (in consultation with Numis) in their absolute discretion and that such persons may scale down any Placing or Subsequent 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 and to 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 it to subscribe for Shares and any nominee(s) for any such person(s)) be further deemed to acknowledge, 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 the securities 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 is purchasing the Shares outside the United States in compliance with such regulations; the Company has not registered, and does not intend to register, as an investment company under the US Investment Company Act and the Shares may only be transferred under circumstances which will not result in the Company being required to register under the US Investment Company Act; and that, in each case, it agrees to sell, transfer, assign, pledge or otherwise 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 Stock Exchange’s Main Market) or in transactions that are exempt from registration under the US Securities Act and do not require the Company to register under the US Investment Company Act;

5.3 it acknowledges that the Company has put in place transfer restrictions with respect to persons located in the United States and US persons (as deﬁned in Regulation S) to ensure that 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 to purchase, and no portion of the assets used to hold, the Shares or any beneficial interest therein constitutes or will constitute the assets of: (i) an employee benefit plan (within the meaning 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 US Internal Revenue Code or any other state, local laws or regulations that would have the same effect as regulations promulgated under ERISA by the US Department of Labor and codified at 29 C.F.R. Section 2510.3-101 to cause the underlying assets of the Company to be treated as assets of that investing entity by virtue of its investment (or any beneficial interest) in the Company and thereby subject the Company and its investment manager (or other persons responsible for the investment and operation of the Company’s assets) to laws or regulations that are similar to the fiduciary responsibility or prohibited transaction provisions contained in Title I of ERISA or Section 4975 of the US Internal Revenue Code; or (iii) an entity whose underlying assets are considered to include ‘‘plan assets’’ of any such plan, account or arrangement; and

148 5.6 the Company reserves the right to make inquiries of any holder of the Shares or interests therein at any time as to such person’s status under the US federal securities laws and to require any such person that has not satisﬁed the Company that holding by such person will not violate or require registration under the US securities laws to transfer such Shares or interests 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 a Placee’s agreement to subscribe for (i) Ordinary Shares under the Placing, and/or (ii) Ordinary Shares or C Shares under any Subsequent Placing under the Placing Programme or to comply with any relevant legislation (including as may be required to be submitted to any relevant tax authority), 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 in addition to any rights and remedies which would otherwise be available to each of them and the 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 to disclose in writing or orally the jurisdiction in which its funds are managed or owned. All documents provided in connection with the Placing or the Placing Programme will be sent at the Placee’s risk. They may be returned by post to such Placee at the address notiﬁed by such Placee. 7.3 Each Placee agrees to be bound by the Articles (as amended from time to time) once the Shares which the Placee has agreed to subscribe for pursuant to the Placing or any Subsequent Placing have been acquired by the Placee. The contract to subscribe for Shares under the Placing or any Subsequent Placing under the Placing Programme, and the appointments and authorities mentioned in this Prospectus and any supplementary prospectus published 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 beneﬁt of the Company and Numis, each Placee irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. 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 any Subsequent Placing under the Placing Programme, references to a ‘‘Placee’’ in these terms and conditions are to each of the Placees who are a party to that joint agreement and their liability is joint and several. 7.5 Numis and the Company expressly reserve the right to modify the terms and conditions of the Placing and/or any Subsequent Placing under the Placing Programme (including, without limitation, 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 to the satisfaction of the conditions contained in the Issue Agreement and the Issue Agreement not having been terminated. Further details of the terms of the Issue Agreement are contained in Part 8 of this Prospectus.

149 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 of capital 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 who fully 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 Application are to each of you, and your liability is joint and several. Please ensure you read these terms and conditions 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 and posting (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 in this 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 (as amended). Capitalised terms used and not defined herein shall have the meaning given to them in this Prospectus.

The Terms and Conditions (a) The contract created by the acceptance of an Application under the Offer for Subscription will be conditional on: (i) Admission becoming effective by not later than 8.00 a.m. (London time) on 20 December 2017 (or such other date as may be provided for in accordance with the terms of the Issue Agreement referred to in Part 8 of this Prospectus); (ii) the Issue Agreement referred to in Part 8 of this Prospectus becoming otherwise unconditional in all respects, and not being terminated in accordance with its terms before 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 payment on receipt and to retain application monies and refrain from delivering an Applicant’s Ordinary Shares into CREST or issuing an Applicant’s Ordinary Shares in certificated form (as the case 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 any Application. The Company may treat Applications as valid and binding if made in accordance with the prescribed instructions and the Company may, at its discretion, accept an Application in respect of which payment is not received by the Company prior to the closing of the Offer for Subscription. If any Application is not accepted in full or if any contract created by acceptance 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’s cheque or banker’s draft or by crossed cheque in favour of the first-named Applicant, through the post at the risk of the person(s) entitled thereto. In the meantime, application monies will be 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 on whose behalf an Application Form is lodged with payment. If the Application Form is submitted by a UK regulated broker or intermediary acting as agent and which is itself subject to the Money

150 Laundering Regulations, any verification of identity requirements are the responsibility of such broker 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 as described above, including any person who appears to the Company (or any of its agents) to be acting on behalf of some other person, accepts the Offer for Subscription in respect of such number of offered Ordinary Shares as is referred to therein and shall thereby be deemed to agree to provide the Company (or any of its agents) with such information and other evidence as the Company (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 apply to any Application, the relevant Ordinary Shares (notwithstanding any other term of the Offer for Subscription) will not be issued to the relevant Applicant unless and until the verification of identity requirements have been satisfied in respect of that Applicant (or any beneficial holder) or Application. The Company (or any of its agents) is entitled, in its absolute discretion, to determine whether the verification of identity requirements apply to any Application and whether such requirements have been satisfied, and neither the Company nor any agent of it will be liable to any person for any loss or damage suffered or incurred (or alleged), directly or indirectly, as a result of the exercise of such discretion. If the verification of identity requirements apply, failure to provide the necessary evidence of identity within a reasonable time may result in delays in the despatch of share certificates or in crediting CREST accounts. If, within a reasonable time following a request for verification of identity, the Company (or any of its agents) has not received evidence satisfactory to it as aforesaid, the Company may, in its absolute discretion, treat the relevant Application as invalid, in which event the monies payable on acceptance of the Offer for Subscription will be returned (at the Applicant’s risk) without interest to the account of the bank or building society on which the relevant cheque or banker’s draft was drawn or from which monies paid by bank transfer were received. Submission of an Application Form with the appropriate remittance will constitute a warranty to each of the Company, the Receiving Agent, Numis, the Administrator and the Registrar from the Applicant that the Money Laundering Regulations will not be breached by application of such remittance. 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 the prevention of the use of the financial system for the purpose of money laundering and terrorist financing); or * if the Applicant is a regulated United Kingdom broker or intermediary acting as agent and is itself subject to the Money Laundering Regulations; or * if the Applicant (not being an Applicant who delivers his application in person) makes payment 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 lodged with 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 confirmation that it has that status and a written assurance that it has obtained and recorded evidence of the identity of the person for whom it acts and that it will on demand make such evidence available to the Company (or any of its agents). If the Firm is not such an organisation, it should contact Link Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. 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 standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Asset Services

151 cannot provide any ﬁnancial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

If the Application Form(s) is/are in respect of Ordinary Shares with an aggregate subscription price of e15,000 (approximately US$17,500) or more and is/are lodged by hand by the Applicant in person, or if the Application Form(s) in respect of Ordinary Shares is/are lodged by hand by the Applicant and the accompanying payment is not the Applicant’s own cheque, he or she should ensure that he or she has with him or her evidence of identity bearing his or her photograph (for example, 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 case by 11.00 a.m. on 14 December 2017, the Receiving Agent has not received evidence satisfactory to it as aforesaid, the Receiving Agent may, as agent of the Company and upon instruction from the Company, reject the relevant Application, in which event the monies submitted in respect of that Application will be returned without interest to the account at the drawee bank from which such monies were originally debited (without prejudice to the rights of the Company to undertake proceedings to recover monies in respect of the loss suffered by it as a result of the failure to produce satisfactory evidence as aforesaid).

Except as provided in the two paragraphs following this paragraph, payments must be made by cheque or banker’s draft in Dollars drawn on a branch in the United Kingdom, the Channel Islands or the Isle of Man of a bank or a building society which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and banker’s drafts to be cleared through the facilities provided by those companies or committees: cheques and banker’s 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 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 an Application and crossed ‘‘A/C Payee Only’’. Cheques should be for the full amount payable on Application. Post-dated cheques will not be accepted. Third party cheques may not be accepted with the exception of building society cheques or banker’s drafts where the building society or bank has 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 the Application Form.

For applicants sending subscription monies by electronic bank transfer (CHAPS), payment must be made for the exact amount shown in Box 1 of the Application Form by 11.00 a.m. on 14 December 2017. 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 reference comprising your name and a contact telephone number which should be entered in the reference ﬁeld on the payment instruction, for example: MJ Smith 01234 567890. The Receiving Agent cannot take responsibility for correctly identifying payments without a unique reference nor where a payment 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 Link Asset 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 the Issue Price per Ordinary Share, following the CREST matching criteria set out in the Application Form.

The following is provided by way of guidance to reduce the likelihood of difﬁculties, delays and potential rejection of an Application Form (but without limiting the Receiving Agent’s right to require veriﬁcation of identity as indicated above):

(a) if an Applicant uses a building society cheque, banker’s draft or money order, he should make payment by a cheque drawn or banker’s draft drawn on an account in his own name and write his name and address on the back of the banker’s draft or cheque and, in the case of an individual, record his date of birth against his name; a banker’s draft should be duly endorsed by the bank or building society on the reverse of the draft as described above; and

152 (b) if an Applicant makes the Application as agent for one or more persons, he should indicate on the Application Form whether he is a UK or EU-regulated person or institution (for example a bank or stockbroker) and specify his status. If an Applicant is not a UK or EU regulated person or institution, he should contact the Receiving Agent.

By completing and delivering an Application Form you, as the Applicant (and, if you sign the Application Form on behalf of somebody else or a corporation, that person or corporation, except as referred to in paragraph (i) below):

(a) offer to subscribe for the number of Ordinary Shares speciﬁed in your Application Form (or such lesser number for which your Application is accepted) on the terms of and subject to this Prospectus, including these terms and conditions, and subject to the Articles of Association of the Company;

(b) agree that, in consideration of the Company agreeing to process your Application, your Application cannot be revoked (subject to any legal right to withdraw your application which arises as a result of a publication of a supplementary prospectus by the Company prior to Admission) and that this paragraph shall constitute a collateral contract between you and the Company which will become binding upon despatch by post to, or (in the case of delivery by hand during normal business hours only) on receipt by, the Receiving Agent of your Application Form;

(c) undertake to pay the aggregate Issue Price for the number of Ordinary Shares specified in your Application Form, and agree and warrant to the Company and Numis that the remittance accompanying your Application Form will be honoured on first presentation and agree that if it is not so honoured you will not be entitled to receive the Ordinary Shares until you make payment in cleared funds for the Ordinary Shares and such payment is accepted by the Company in its absolute discretion (which acceptance shall be on the basis that you indemnify it, and the Receiving Agent, against all costs, damages, losses, expenses and liabilities arising out of or in connection with the failure of your remittance to be honoured on first presentation) and you agree that, at any time prior to the unconditional acceptance by the 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 such Ordinary Shares to some other person, in which case you will not be entitled to any payment in respect of such Ordinary Shares other than the refund to you at your risk for an amount equal to the proceeds (if any) of the remittance accompanying your Application, without interest;

(d) agree that where on your Application Form a request is made for Ordinary Shares to be deposited into a CREST account, the Receiving Agent may amend the form so that such Ordinary Shares may be issued in certiﬁcated form registered in the name(s) of the holders speciﬁed in your Application Form (and recognise that the Receiving Agent will so amend the form if there is any delay in satisfying the identity of the applicant or the owner of the CREST account or in receiving your remittance in cleared funds);

(e) agree that (i) any monies returnable to you may be retained pending clearance of your remittance and the completion of any veriﬁcation of identity required by the Money Laundering Regulations and (ii) monies pending allocation will be retained in a separate account and that such monies will not bear interest;

(f) undertake to provide satisfactory evidence of your identity within such reasonable time (in each case to be determined in the absolute discretion of the Company and the Receiving Agent) 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, drug trafﬁcking or terrorism; and

(ii) none of the monies transferred or to be transferred to (or for the account of) the Company or its agents for the purposes of the application are or will be the proceeds of criminal activities;

153 (h) agree that, in respect of those Ordinary Shares for which your Application has been received and is not rejected, acceptance of your Application shall be constituted, at the election of the Company, either (i) by notification to the UK Listing Authority and the London Stock Exchange of the basis of allocation (in which case acceptance shall be on that basis) or (ii) by notification of acceptance thereof to the Receiving Agent; (i) authorise the Receiving Agent to procure that your name (together with the name(s) of any other joint Applicant(s)) or your nominee (e.g. CREST) is/are placed on the register of members of the Company in respect of such Ordinary Shares and to send a crossed cheque for 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) named as an Applicant in the Application Form; (j) acknowledge that no person is authorised in connection with the Offer for Subscription to give any information or make any representation other than as contained in this Prospectus and/or any supplementary prospectus published by the Company prior to Admission and, if given or made, any information or representation must not be relied upon as having been authorised by 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 on behalf of somebody else or on behalf of a corporation, you have due authority to do so on behalf of that other person or corporation, and such person or corporation will also be bound accordingly and will be deemed to have given the confirmations, warranties and undertakings contained herein and undertake to enclose your power of attorney, or a copy thereof duly certified by a solicitor or bank, with the Application Form; (l) agree with the Company and Numis that all Applications, acceptances of Applications and contracts resulting therefrom shall be governed by and construed in accordance with the law of England and Wales, and that you submit to the jurisdiction of the courts of England and Wales and agree that nothing shall limit the right of the Company to bring any action, suit or proceeding arising out of or in connection with any such Applications, acceptances of Applications and contracts in any other manner permitted by law or in any court of competent jurisdiction; (m) confirm to the Company and Numis that in making such Application, neither you nor any person on whose behalf you are applying are relying on any information or representation in relation to the Company and the Ordinary Shares other than the information contained in this Prospectus and any supplementary prospectus published by the Company prior to Admission and, 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 this Prospectus 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 necessary to 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 Ordinary Shares has been transferred and authorise any representative of the Company to execute any document required therefor; (p) agree that, having had the opportunity to read this Prospectus, you shall be deemed to have had notice of all information and representations concerning the Company and the Ordinary Shares 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 of the 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 Application you have observed the laws of all relevant territories, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with your Application in any territory and that you have not taken any action for yourself or as nominee, agent or on behalf of any person which will or may result

154 in the Company or any person responsible solely or jointly for this Prospectus, any supplementary prospectus published by the Company prior to Admission, or any part of it or involved in the preparation thereof acting in breach of the regulatory or legal requirements of any territory (including in particular FSMA) in connection with the Offer for Subscription or your Application; (u) save where you have satisfied the Company that an appropriate exemption applies so as to permit you to subscribe, represent to and agree with the Company and Numis that you are not (i) a US Person and are not acting on behalf of a US Person, that you are not purchasing with a view to re-sale in the US or to or for the account of a US Person and that you are not an employee benefit plan as defined in section 3(3) of ERISA (whether or not subject to the provisions of Title 1 of ERISA) or an individual retirement account as defined in section 408 of the US Internal Revenue Code or (ii) a resident of any of the Excluded Territories; (v) agree, on request by the Company or the Receiving Agent on behalf of the Company, to disclose promptly in writing to the Company or the Receiving Agent any information which the Company 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 any information 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 that none of your affiliates will, circulate, distribute, publish or otherwise issue (or authorise any other person to issue) any document or information in connection with the Issue, or make any announcement or comment (whether in writing or otherwise) which states or implies that it has been issued or approved by or prepared in conjunction with the Company or any person responsible solely or jointly for this Prospectus, any supplementary prospectus published by the Company prior to Admission, or any part thereof or involved in the preparation thereof or which contains any untrue statement of material fact or is misleading or which omits to state any 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 for Ordinary Shares does not give right to any action by any person against the Company, its agents or any other person. No person receiving a copy of this Prospectus and/or an Application Form in any territory other than the UK may treat the same as constituting an invitation or an offer to him; nor should he in any event use an Application Form unless, in the relevant territory, such an invitation or offer could lawfully be made to him or the Application Form could lawfully be used without contravention of any, or compliance with, any unfulfilled registration or other legal or regulatory requirements. It is the responsibility of any person outside the UK wishing to apply for Ordinary Shares under the Offer for Subscription for himself or on behalf of any person to satisfy himself as to full observance of the laws of any relevant territory in connection with any such Application, including obtaining any requisite governmental or other consents, observing any other formalities requiring to be observed in any such territory and paying any issue, transfer or other taxes required to be paid in any such territory and any such person will be deemed to have read the notices to overseas investors contained 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 with any 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 the account 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 to the benefits of that Act. In addition, relevant clearances have not been, and will not be, obtained from the securities commission (or equivalent) of any province of any of the Excluded Territories and, 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 or indirectly, in any of the Excluded Territories. Unless the Company has expressly agreed otherwise in writing or unless an exemption under relevant legislation or regulation is applicable (the applicability of which you hereby represent and warrant) you represent and warrant to the Company and Numis that you are not a US Person or a resident of any of the Excluded Territories and that you are not subscribing for such Ordinary Shares for the account of any US Person or resident of any of the Excluded Territories and that you will not offer, sell, renounce, transfer or

155 deliver, directly or indirectly, Ordinary Shares subscribed for by you in any of the Excluded Territories or to any US Person or resident of any of the Excluded Territories. No Application will be accepted if it bears an address in any of the Excluded Territories unless an appropriate exemption is available as referred to above. Pursuant to the Data Protection Laws, the Company, the AIFM, the Administrator, the Registrar and/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, who will share such data with the Administrator and the Registrar, and is used by the Administrator and the Registrar to maintain the Company’s register of Shareholders and mailing lists and this may include 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 third parties and (ii) filing returns of Shareholders and their respective transactions in Ordinary Shares with statutory bodies and regulatory authorities. Personal data may be retained on record for a period 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 the Eastern Republic of Uruguay. By becoming registered as a holder of Ordinary Shares in the Company, a person becomes a data subject (as defined in the Data Protection Laws) and is deemed to have consented to the processing by the Company, the AIFM, the Administrator, the Registrar and/or the Receiving Agent of 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 their absolute discretion. The right is reserved to reject in whole or in part and/or scale down and/or ballot any Application or any part thereof. The right is reserved to treat as valid any Application not in 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 this Prospectus, the Company will make an appropriate announcement to an RIS giving details of the revised dates. In particular, the Directors have the discretion to extend the last time and/or date for Applications and any such extension will not affect Applications already made, which will continue to be irrevocable. Save where the context otherwise requires, words and expressions defined in this Prospectus have the same meanings when used in these terms and conditions and in the Application Form and explanatory notes in relation thereto.

156 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 December 2017. 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. Your application must be for Ordinary Shares with a minimum aggregate subscription price of US$1,000 or, if for more than US$1,000, in multiples of US$500 thereafter unless otherwise agreed with the Company and Numis. Financial Intermediaries who are investing on behalf of clients 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 birth of the applicant. If this application is being made jointly with other persons, please read Note 5 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 duly authorised to do so under a power of attorney. The power of attorney (or a copy duly certiﬁed by a solicitor or a bank) must be enclosed for inspection. A corporation should sign under the hand 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’s draft for the exact amount shown in Box 1 to your completed Application Form. Your cheque or banker’s draft must be made payable to ‘‘Link Market Services Limited Re Greensphere Capital 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 the United Kingdom, the Channel Islands or the Isle of Man of a bank or building society which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and bankers’ drafts to be cleared through the facilities provided by those companies or committees. Such cheques 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 they have a sole or joint title to the funds, should be made payable to ‘‘Link Market Services Limited 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 or bankers’ drafts where the building society or bank has 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 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. A unique 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 Asset Services and on the Application Form. Details of the bank being instructed to make such electronic 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 personal account 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.

157 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 – OFS CHAPS A/C No receipt in respect of electronic payments or acknowledgement of Applications will be issued. 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 Subscription in uncertificated form to be enabled for CREST transfer and settlement with effect from the relevant date of Admission (the ‘‘Relevant Settlement Date’’). Accordingly, settlement of transactions 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, Link Asset Services, will require from you in order to settle your application within CREST, if you so choose. If you do not provide any CREST details or if you provide insufficient CREST details for Link Asset Services to match to your CREST account, Link Asset Services will deliver your Ordinary Shares in certificated form provided payment has been made in terms satisfactory 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. This right is only likely to be exercised in the event of any interruption, failure or breakdown of CREST or any part of CREST or on the part of the facilities and/or system operated by Link Asset Services in connection with CREST. The person named for registration purposes in your Application Form must be: (a) the person procured by you to subscribe for or acquire the Ordinary Shares; or (b) yourself; or (c) a nominee of any such person or yourself, as the case may be. Neither Link Asset Services nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. You will need to input the delivery versus payment (‘‘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 your CREST input will then allow the delivery of your Ordinary Shares to your CREST account against payment of the Issue Price per Ordinary Share through the CREST system upon the Relevant Settlement Date. By returning your Application Form you agree that you will do all things necessary to ensure that you or your settlement agent/custodian’s CREST account allows for the delivery and acceptance of Ordinary Shares to be made prior to 11.00 a.m. on 14 December 2017 against payment 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 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 and settlement requirements.

158 In the event of late CREST settlement, the Company, after having consulted with Link Asset Services, reserves the right to deliver Ordinary Shares outside CREST in certiﬁcated form provided payment has been made in terms satisfactory to the Company and all other conditions 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 be settled by way of a third-party payment, e.g. banker’s draft, building society cheque or a cheque drawn by someone other than the applicant, will be subject to the United Kingdom’s verification of identity requirements which are contained in the Money Laundering Regulations. In order to ensure compliance with the Money Laundering Regulations, the Company (or any of its agents) may require at its absolute discretion such evidence in respect of any application which is satisfactory to it to establish your identity or that of any person on whose behalf you are acting and/or your status. Where an electronic transfer is being made for the Dollar equivalent of e15,000 or more by CHAPS the investor should also supply their bank statement to show where the sources of funds have been sent from. If the investment is US$50,000 or more, the investor must also provide a certified copy of their passport and a recent bank statement. No receipt in respect of electronic payments or acknowledgement of Applications will be issued. For UK applicants, this may involve verification of names and addresses (only) through a reputable agency. For non-UK applicants, verification of identity may be sought from your bankers or from another reputable institution or professional adviser in the applicant’s country of residence. If satisfactory evidence of identity has not been obtained within a reasonable time, and in any event (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 an ISA. If you are interested in transferring your Ordinary Shares into an ISA, you should apply in your name only. If you do wish to apply jointly, you may do so with up to three other persons. Boxes 2 and 3 must be completed by one applicant. All other persons who wish to join in the application must complete and sign Box 4. Another person may sign on behalf of any joint applicant if that other person is duly authorised to do so under a power of attorney. The power of attorney (or a copy duly certiﬁed by 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 which you are applying for, whether in one or more applications, is or exceeds the Dollar equivalent of e15,000 or the Company (or any of its agents) deems it necessary, at its absolute discretion, in order to ensure compliance with the Money Laundering Regulations. If Box 6 applies to your application, you must ensure that Box 6.1, 6.2 or 6.3 (as appropriate) is completed.

6.1 Professional Adviser or Intermediary You should complete Box 6.1 of the Application Form if you are a stockbroker, bank manager, solicitor, accountant or other independent ﬁnancial adviser authorised under the Financial Services and Markets Act 2000 or, if outside the United Kingdom, another appropriately authorised independent ﬁnancial adviser acting on behalf of a client.

159 6.2 Reliable Introducer If you are not a professional adviser or intermediary and the value of your application(s) is/are or exceed(s) the Dollar equivalent of e15,000 or the Company (or any of its agents) deems it necessary, at its absolute discretion, in order to ensure compliance with the Money Laundering Regulations, you will be required to provide the verification of identity documents listed in Box 6.3 of the Application Form unless you can have the declaration set out in Box 6.2 of the Application Form given and signed by a firm acceptable to the Receiving Agent and the Company. Box 6.2 of the Application Form details those firms acceptable to the Receiving Agent and the Company for signing the declaration. In order to ensure their Application Forms are processed timely and efficiently, all applicants who are not professional advisers or intermediaries and to whose applications Box 6 of the Application Form applies are strongly advised to have the declaration set out in Box 6.2 of the Application Form completed 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 the Ordinary Shares which you are applying for, whether in one or more applications, is or exceeds the Dollar equivalent of e15,000 or the Company (or any of its agents) deems it necessary, at its absolute discretion, in order to ensure compliance with the Money Laundering Regulations and neither Box 6.1 nor Box 6.2 of the Application Form can be completed. Notwithstanding that the declaration set out in Box 6.2 of the Application Form has been completed and signed, the Receiving Agent and the Company reserve the right to request of you the identity documents listed in Box 6.3 of the Application Form and/or to seek verification of identity of each holder and payor (if necessary) from you or their bankers or from another reputable institution, agency or professional adviser in the applicable country of residence. 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, such copy documents should be certified by a senior signatory of a firm which is either a governmental approved bank, stockbroker or investment firm, financial services firm or an established law firm or accountancy firm which is itself subject to regulation in the conduct of its business in its own country of operation and the name of the firm should be clearly identified on each document certified.

7. CRS Form In addition to completing and returning the Application Form to Link Asset Services, you will also 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 this prospectus, further copies of this form and the relevant form for joint holdings or corporate entity holdings can be requested from Link Asset Services on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside of the United Kingdom will be charged 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 Asset Services cannot provide any financial, legal or tax advice and calls 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 relevant CRS form is provided with the Application Form before any Application can be accepted.

160 INSTRUCTIONS FOR DELIVERY OF COMPLETED APPLICATION FORMS

Completed Application Forms should be returned, by post to Link Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or by hand (during normal 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 in accordance with the instructions above. If you post your Application Form, you are recommended to use ﬁrst class post and to allow at least two days for delivery. Application Forms received after this date may be returned. If you have any questions relating to this document, and the completion and return of the Application Form, please telephone Link Asset Services on 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 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 Asset Services cannot provide any ﬁnancial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

161 [THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

162 GREENSPHERE CAPITAL PLC – APPLICATION FORM

Please send the completed form by post, or deliver by hand (during normal 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.

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 THE NOTES ON HOW TO COMPLETE THIS APPLICATION FORM). If you have a query concerning completion of this Application Form please call Link Asset Services on 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 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 Asset Services cannot provide any ﬁnancial, legal or tax advice and calls 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 subscribe for:

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 otherwise agreed with the Company and Numis) fully paid, at US$1.00 per Ordinary Share on the terms, and subject to the conditions set out in the prospectus dated 30 November 2017 (including the Terms and Conditions of Application contained therein) (the ‘‘Prospectus’’), the guidance notes accompanying this Application Form, and the Articles respectively, and attach a cheque or banker’s draft 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 % 163 ––––––––––––––––––––––––––– – Box 3. Signature I/We hereby conﬁrm that I/we have read the Prospectus and make this application on and subject to 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-named holder should complete Boxes 2 and 3 above, and all other applicants (subject to a maximum of three) 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 ‘‘Link Market 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 name and telephone number)

164 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 – OFS CHAPS A/C Please also refer to note 6 (where an electronic transfer is being made for US$50,000 or more the applicant 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 CREST

––––––––––––––––––––––––––– account.

CREST Participation ID: CREST MemberAccountID: (no more than ﬁve characters) (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 settlement agent/custodian’s CREST account must allow for the delivery and acceptance of Ordinary Shares to be made against payment of the Issue Price per Ordinary Share, following the CREST matching criteria 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 and

–––––––––––––––––––––––––––––– settlement requirements. An Application Form must be sent to Link Asset Services in all cases by 11.00 a.m. on 14 December 2017. Box 6. Verification of Identity (if the value of the Ordinary Shares which you are applying for, whether in one or more applications, is or exceeds the Dollar equivalent of e15,000 or the Company (or any of its agents) deems it necessary, at its absolute discretion, in order to ensure compliance with the Money Laundering Regulations, you must ensure that Box 6.1, 6.2 or 6.3 (as appropriate) is completed. % 165 ––––––––––––––––––––––––––– – Box 6.1 Professional Advisers and Intermediaries (This Box 6.1 should be completed if an application for Ordinary Shares is being made on behalf of a client by a stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if outside the United Kingdom, another appropriately authorised independent financial adviser).

(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 applying for Ordinary Shares on behalf of one or more clients (‘‘relevant clients’’). As such, we hereby undertake to: * complete anti-money laundering verification of all relevant clients and to inform you of any unsatisfactory conclusion in respect of any such client; * keep records to verify the name, identity, place of birth, residential address, occupation and signature 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 or other official number allocated to us by that body is included in the box below).

(Full name and country of operation of regulatory or professional body) (Reference or other ofﬁcial number)

If you require further information about our procedures or any of our relevant clients, please contact 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 6.1 applies, completion and signing of the declaration in this Box 6.1 by a suitable person or institution may avoid 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 approved bank, stockbroker or investment firm, financial services firm or an established law firm or accountancy firm) (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 less stringent 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, 4 above, all persons signing Boxes 3 and 4 above and the payor identified in Box 5 above if not also an applicant holder (collectively the ‘‘relevant persons’’), we hereby declare that: * we operate in ...... and our firm is subject to anti-money laundering regulations under the laws of that country which, to the best of our knowledge, are no less stringent than those which prevail in the United Kingdom;

166 * we are regulated in the conduct of our business and in the prevention of money laundering by the regulatory authority identified below; * each of the relevant persons is known to us in a business capacity and we hold valid identity documentation on each of them and we undertake to immediately provide to you copies thereof 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 CREST account are included in Box 5 above, that the owner thereof is the applicant named in Box 2 above; * having regard to all local anti-money laundering regulations we are, after enquiry, satisfied as to the source and legitimacy of the monies being used to subscribe for the Ordinary Shares to 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 any guarantee, 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 regulatory (Firm’s registered, licence or other authority) ofﬁcial number)

Box 6.3 Applicant Identity Information (Only complete this Box 6.3 if your application has a value of or greater than the Dollar equivalent of c15,000 and neither of Boxes 6.1 and 6.2 can be completed) (or the Company (or any of its agents) deems it necessary, at its absolute discretion, in order to ensure compliance with the Money Laundering Regulations). In accordance with internationally recognised standards for the prevention of money laundering, the relevant documents and information listed below must be provided (please note that the Receiving Agent, Numis Securities Limited and the Company reserve the right to ask for additional documents and information). % 167 ––––––––––––––––––––––––––– – Tick here for documents provided

Applicant

12 34Payor

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 *

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 the individual 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 your parents are US citizens. % 169 ––––––––––––––––––––––––––– –

INTRODUCTION The law requires that Financial Institutions collect, retain and report certain information about their account 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 the Financial Institution and is either the US or is on the OECD list of countries which have agreed to exchange information (http://www.oecd.org/tax/transparency/AEOI-commitments.pdf), the Financial Institution will be obliged to share this information with it’s local tax authority who may then share it with other relevant local tax authorities. Failure to validly complete and return this form will result in you being reported onwards to the relevant local tax authority. Additionally, if this form has been issued in conjunction with an application 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 details you enter in the ‘‘Tax Residence Address’’ will be used for tax purposes only and will not be used to update your registered details. If any of the information about your tax residency changes, you are required to provide the Company with a new, updated, self-certiﬁcation form within 30 days of such change in circumstances.

JOINT HOLDERS (IF RELEVANT) All joint holders are treated as separate holders for these tax purposes and every joint holder is required to give an Individual Tax Residency Self-Certification. If any one or more is reportable, the value 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 be treated as undocumented and all holders (including those who have completed the self-certification form) will be reported to the relevant tax authorities. If you have any remaining questions about how to complete this form or about how to determine 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 following deﬁnitions 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 a Financial Institution. Or where Link holds the shares on your behalf, the person whose name appears 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 tax identiﬁcation 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 country at the same time (dual residency). The country/countries in which you might be obliged to submit a tax return are likely to be your country/countries of tax residence. If you are a US citizen or hold a US passport or green card, you will also be considered tax resident in the US even if you live outside 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 a National Insurance number, social security number or resident registration number. Some

170

jurisdictions that do issue TINs have domestic law that does not require the collection of the TIN for domestic reporting purposes so that a TIN is not required to be completed by a shareholder resident in such jurisdictions. Some jurisdictions do not issue a TIN or do not issue a TIN to all residents.

‘‘US Citizen’’ * All US citizens. An individual is a citizen if that person was born in the United States or if the individual 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 your parents are US citizens. If you have any questions about these deﬁnitions or require further details about how to complete this form then please contact your tax adviser. NOTHING IN THIS DOCUMENT CAN BE CONSIDERED TO BE TAX ADVICE. ––––––––––––––––––––––––––– –––––––––––––––––––––––––––––– % 171 ––––––––––––––––––––––––––– – Black&Callow — c113630