NextEnergy Solar Fund : Scrip Dividend Circular - 31 March 2024

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the contents of this document or the action you should take, you should seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant or other appropriate professional adviser authorised under the Financial Services and Markets Act 2000 or, if you are not in the United Kingdom, another appropriately authorised professional adviser. If you receive this circular in any country or jurisdiction outside the United Kingdom, you may not treat it as an invitation to elect to receive Scrip Shares (as defined below) unless such an invitation could lawfully be made to you without NextEnergy Solar Fund Limited (the "Company") being required to comply with any registration or other legal requirements.

If you have sold or otherwise transferred all of your ordinary shares in the Company ("Ordinary Shares") on or prior to 18 August 2023, you should forward this circular and the Election attached to it, to your stockbroker or other agent through whom the sale or transfer was made, without delay.

NEXTENERGY SOLAR FUND LIMITED

(a registered closed-ended investment company incorporated in Guernsey with limited liability and with registered number 57739)

Quarterly Interim Dividend Cycle, Scrip Dividend Alternative and Scrip Dividend Election for

the First Quarterly Dividend for the financial year ending 31 March 2024

IF YOU WISH TO RECEIVE QUARTERLY INTERIM DIVIDENDS FOR THE FINANCIAL YEAR ENDING 31 MARCH 2024, IN CASH ON THE WHOLE OF YOUR HOLDING, AND DO NOT HAVE A SCRIP DIVIDEND MANDATE IN PLACE, YOU DO NOT NEED TO TAKE ANY FURTHER ACTION.

IF YOU ALREADY HAVE A SCRIP DIVIDEND MANDATE IN PLACE AND YOU WISH TO CONTINUE TO RECEIVE SCRIP SHARES, YOU DO NOT NEED TO TAKE ANY FURTHER ACTION.

This circular sets out the rationale of continuing the process for offering holders of Ordinary Shares ("Shareholders") the opportunity to elect to receive new Ordinary Shares ("Scrip Shares") instead of cash, in respect of quarterly interim dividends ("Quarterly Dividends" or each a "Quarterly Dividend") declared or proposed to be declared and paid (the "Scrip Dividend Alternative"), in relation to quarterly periods during the financial year ended 31 March 2024 (the "Current Financial Year").

If you hold share certificates for your Ordinary Shares and wish to elect for the Scrip Dividend Alternative in respect of all of the certificated Ordinary Shares that you hold in respect of the First Quarterly Dividend (as defined below) and all future dividends in respect of which the Directors decide to offer a Scrip Dividend Alternative, you should make a Scrip Dividend mandate election on-line via www.signalshares.comor contact Link Group on 0371 664 0321 to request a paper Scrip Dividend mandate election form*, to complete and return, as soon as possible, but in any case so as to reach the Company's registrars, Link Group (the "UK Transfer Agent"), Central Square, 29 Wellington Street, Leeds, LS1 4DL, by no later than 5.00 pm (UK time) on Friday 4 September 2023, being the Relevant Deadline Date (defined below), relating to the First Quarterly Dividend (defined below).

*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 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

By completing a Scrip Dividend mandate election, you can elect, in relation to all of your Ordinary Shares for which you hold certificates, to receive Scrip Shares in respect of all of your Quarterly Dividends for the Current Financial Year and all of your quarterly dividends for any future financial years, during which the Scrip Dividend Alternative is available, unless you revoke that mandate.

If you hold your Ordinary Shares in CREST, you should refer to paragraph 7 of the Appendix (Terms and Explanatory Notes) to this circular (the "Appendix"), for information about the process of electing for the Scrip Dividend Alternative for your Ordinary Shares. You must complete

a Dividend Election Input Message (defined below) for each Quarterly Dividend, declared in relation to the Current Financial Year, for which you wish to receive Scrip Shares. You will receive your dividends in cash in respect of each Quarterly Dividend for which you do not complete a Dividend Election Input Message.

If the Company's directors decide not to offer a Scrip Dividend Alternative in respect of any dividend in relation to any future financial year (or revoke it for the Current Financial Year), a Cash Dividend (defined below) will be paid to you in the usual way.

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EXPECTED TIMETABLE OF EVENTS

FOR THE SCRIP DIVIDEND ALTERNATIVE

		2nd Quarterly	3rd Quarterly	4th Quarterly
	1st Quarterly	Dividend for
	Dividend for	the period	Dividend for
	Dividend for	the period	from	the period
	the period	from 1 July to	01 October to	from 1 January
	from 1 April to	30 September	31 December	to 31 March
	30 June 2023	2023	2023	2024
Quarterly Dividend announcement date	10/08/2023	9/11/2023	08/02/2024	16/05/2024
Date Ordinary Shares are quoted ex-dividend	17/08/2023	16/11/2023	15/02/2024	23/05/2024
(the "Ex-Dividend Date")
Relevant Record Date for each Quarterly	5.00 pm	5.00 pm	5.00 pm	5.00 pm
Dividend and the Scrip Dividend Alternative	18/08/2023	17/11/2023	16/02/2024	24/05/2024
entitlements
Scrip Share reference price calculated	23/08/2023	22/11/2023	21/02/2024	30/05/2024
Scrip Share reference price announced	24/08/2023	23/11/2023	22/02/2024	31/05/2024
Time on the final date (the "Relevant	5.00 pm	5.00 pm	5.00 pm	5.00 pm
Deadline Date") for receipt by the UK	01/09/2023	01/12/2023	01/03/2024	07/06/2024
Transfer Agent of Elections for the Scrip
Dividend Alternative for certificated Ordinary
Shares
Deadline Date for receipt by CREST of a	5.00 pm	5.00 pm	5.00 pm	5.00 pm
Dividend Election Input Message for the given	01/09/2023	01/12/2023	01/03/2024	07/06/2024
Quarterly Dividend (each a "Relevant CREST
Deadline Date")
For a given Quarterly Dividend, the date by	5.00 pm	5.00 pm	5.00 pm	5.00 pm
which (i) a revocation of an election for	01/09/2023	01/12/2023	01/03/2024	07/06/2024
certificated Ordinary Shares is to be received
by the UK Transfer Agent from a Shareholder
or (ii) the Directors may revoke the Scrip
Dividend Alternative (the "Relevant
Revocation Date")
Cash Dividend cheques & tax vouchers sent	28/09/2023	28/12/2023	27/03/2024	27/06/2024
to Shareholders
Expected date for admission of Scrip Shares	8.00 a.m.	8.00 a.m.	8.00 a.m.	8.00 a.m.
to the Official List and to trading on the	29/09/2023	29/12/2023	28/03/2024	28/06/2024
London Stock Exchange
Scrip Share certificates to be dispatched	29/09/2023	29/12/2023	28/03/2024	28/06/2024
Dividend payment date: (i) cash credited to	29/09/2023	29/12/2023	28/03/2024	28/06/2024
Shareholders' bank accounts and (ii) CREST
member accounts credited with Scrip Shares

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Notes:

1. These times and dates are indicative only. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service.
2. All references in this document to time are to London times, unless otherwise stated.
3. The Relevant Deadline Date is only applicable to those Shareholders who have not elected for a standing mandate for the Scrip Dividend Alternative (as set out in further detail in this circular).

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NEXTENERGY SOLAR FUND LIMITED (THE "COMPANY")

(a registered closed-ended investment company incorporated in Guernsey

with limited liability and with registered number 57739)

Registered office:

PO Box 286, Floor 2 Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 4LY

19 July 2023

To holders of Ordinary Shares in the Company

Dear Shareholder

SCRIP DIVIDEND ALTERNATIVE

Introduction

This circular is being sent to all Shareholders of NextEnergy Solar Fund Limited in relation to the dividend cycle for the financial year ending 31 March 2024.

All definitions used in this letter shall have the meaning given in this circular, unless the context otherwise requires.

As announced to the market on 27 April 2016, the Company began to pay Quarterly Dividends, being interim dividends to Shareholders of Ordinary Shares on a quarterly basis. The first Quarterly Dividend ("First Quarterly Dividend") in respect of the current year will cover the period from 1 April to 30 June 2023, and is expected to be payable in September 2023, in accordance with the timetable on page 2 of this circular (the "Timetable"). It is intended that the second Quarterly Dividend will cover the period from 1 July to 30 September 2023, and (if declared) it is expected to be payable in December 2023, in accordance with the Timetable. The third and fourth Quarterly Dividends (together with the second Quarterly Dividend, the "Subsequent Quarterly Dividends"), if declared, will follow, with the intention that the Subsequent Quarterly Dividends will each be declared approximately 6 to 7 weeks following the quarter end date to which the relevant Quarterly Dividend relates, and be payable within 3 months of that quarter end date, in accordance with the proposed Timetable. The Company will formally announce if and when each interim Quarterly Dividend is declared and will confirm the relevant timetable via a Regulatory Information Service, at the appropriate time.

As detailed in the Company's Annual Report for the year ended 31 March 2023, the Company's continuing target is to offer progressive dividend growth for the financial year starting 1 April 2023 and thereafter. The Company's board of directors (the "Board" or the "Directors") are targeting a total dividend of 8.35p pence per Ordinary Share for the Current Financial Year, which the Directors expect to pay in four equal dividends, each to be paid as an interim Quarterly Dividend in accordance with the Timetable.

Cash Dividends

If you wish to continue to receive your dividends in cash ("Cash Dividend") for all of your holding of Ordinary Shares, you do not need to take any further action in response to this circular and your dividends will be paid to you, in the usual way, on the dividend payment dates set out in the expected Timetable, on page 2 of this circular.

Scrip Dividends

The ability of the Company to offer Shareholders the opportunity to receive Scrip Shares instead of cash is subject to renewal of the authority by Shareholders at the Company' Annual General Meeting to be held on 16 August 2023 commencing at 12.00 p.m. (the "AGM"). At the AGM, the Company is seeking authority, in accordance with Article 43 of the Company's articles of incorporation (the "Articles"), that the Directors be and are hereby authorised to offer to any holder of Ordinary Shares in the Company, the right to elect to receive new Ordinary Shares credited as fully paid, instead of cash in respect of the whole (or part, to be determined by the Directors) of

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any dividend which may be declared or paid in the period prior to the conclusion of the annual general meeting of the Company to be held in 2026.

If the Ordinary Resolution proposed at the AGM is not approved by Shareholders, the Directors will not be authorised to offer Shareholders the opportunity to receive Scrip Shares instead of cash in respect of the Quarterly Dividends and all Quarterly Dividends will be paid in cash only.

In accordance with the Articles, subject to Shareholder approval of the Ordinary Resolution proposed at the AGM, the Company will be authorised to offer Shareholders the opportunity to elect to receive new Ordinary Shares or Scrip Shares, instead of cash, in respect of Quarterly Dividends proposed to be paid in respect of the Current Financial Year, by way of the Scrip Dividend Alternative. Accordingly, the Company is offering Shareholders, in respect of Ordinary Shares registered in their name at the record date relating to the relevant Quarterly Dividend (the "Relevant Record Date"), set out in the Timetable on page 2, the opportunity to elect to receive Scrip Shares instead of cash, in respect of each interim Quarterly Dividend declared (or to be declared) and paid for the Current Financial Year and also all future dividends in respect of which the Directors decide to offer a Scrip Dividend Alternative. The Scrip Dividend Alternative will enable each Shareholder to increase their holding in the Company without incurring dealing costs. If a Shareholder elects for the Scrip Dividend Alternative, there is also a benefit to the Company from the retention of cash that would otherwise be paid out as an Ordinary Share interim Quarterly Dividend. It is anticipated that any cash retained as a result of Shareholders electing for the Scrip Dividend Alternative will be reinvested in accordance with the Company's investment objective and policy.

In the event of very severe market fluctuations, the Board retains the authority to cancel a Scrip Dividend Alternative if deemed in the best interest of Shareholders as a whole after the Relevant Revocation Date at any time prior to the expected date for the admission of Scrip Shares to the Official List and to trading on the London Stock Exchange as detailed in the timetable on page 2 of this circular. In the event that the Company cancels a Scrip Dividend Alternative in respect of any Quarterly Dividend, the Company will formally announce such cancellation via a Regulatory Information Service without delay. Following the cancellation of a Scrip Dividend Alternative in respect of any Quarterly Dividend, those Shareholders who had elected to receive Scrip Shares instead of cash in respect of all or part of their holding will receive their dividend in cash for their holding. The announcement confirming the cancellation will confirm the timetable for payment of the cash dividend to those Shareholders who had previously elected to receive Scrip Shares.

The Board's authority to declare and pay an interim Quarterly Dividend in respect of the Current Financial Year, and to issue Scrip Shares under the Scrip Dividend Alternative, remains conditional on, inter alia, the Board being and remaining satisfied, on reasonable grounds, that the Company will, immediately after paying the relevant dividend, satisfy the solvency test set out in the Companies (Guernsey) Law, 2008, as amended (the "Companies Law"), and the Board having satisfied the requirements of the Companies Law in connection with the issue of any Scrip Shares. Other conditions to an issue of Scrip Shares pursuant to the Scrip Dividend Alternative are set out in paragraph 2 of the Appendix.

In the interests of efficiency, the Board has decided to issue an annual circular for the Scrip Dividend Alternative consisting of the quarterly dividends proposed to be paid in each financial year, with this circular being the annual circular for the Current Financial Year.

By completing a Scrip Dividend mandate election, a Shareholder can elect, in relation to all of their Ordinary Shares for which they hold certificates, to receive Scrip Shares in respect of all of their Quarterly Dividends for the Current Financial Year and all of their quarterly dividends for any future financial years, during which the Scrip Dividend Alternative is available, unless the Shareholder revokes that mandate.

If a holder of certificated Ordinary Shares does not elect for a Scrip Dividend Alternative in relation to the First Quarterly Dividend, that does not prohibit that Shareholder from electing for a Scrip Dividend Alternative in relation to all or any Subsequent Quarterly Dividends in the Current Financial Year or any future dividend for any future financial year during which the Scrip Dividend Alternative is available by electing on-line via www.signalshares.comor by completing the Scrip Dividend mandate election form if requested.

A standing mandate election can be revoked by a Shareholder at any time after that Shareholder has made an election, in accordance with the terms set out in the Appendix.

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