SDCL Energy Efficiency Income Trust : Proxy Form for 2023 Annual General Meeting

SDCL Energy Efficiency Income Trust plc

All Correspondence to:

Computershare Investor Services PLC

The Pavilions, Bridgwater Road,

Bristol, BS99 6ZY

Form of Proxy - Annual General Meeting to be held on 11 September 2023

Cast your Proxy online...It's fast, easy and secure! www.investorcentre.co.uk/eproxy

Control Number: 918626

SRN:

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown	PIN:
opposite and agree to certain terms and conditions.

View the Annual Report online: www.seeitplc.com

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To be effective, all proxy appointments must be lodged with the Company's Registrars at:

Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 7 September 2023 at 2.00 pm.

Explanatory Notes:

1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairperson, please insert the name of your chosen proxy holder in the space provided (see reverse). If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. If returned without an indication as to how the proxy shall vote on any particular matter, the proxy will exercise their discretion as to whether, and if so how, they vote (or if this proxy form has been issued in respect of a designated account for a shareholder, the proxy will exercise their discretion as to whether, and if so how, they vote).
2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0370 703 0018 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
3. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company at 5.30 pm on 7 September 2023 which is two days (excluding non-working days) before the day of the meeting. Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.
2. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
3. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0370 703 0018 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
4. Any alterations made to this form should be initialled.
5. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

183903_224895_RUN_ONS/000001/000001/SG601//i

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairperson.

Please leave this box blank if you want to select the Chairperson. Do not insert your own name(s).

*

I/We hereby appoint the Chairperson of the Meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of SDCL Energy Efficiency Income Trust plc to be held at 6th Floor, 125 London Wall, London, EC2Y 5AS on 11 September 2023 at 2.00 pm, and at any adjourned meeting.

* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

Please use a black pen. Mark with an X

Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

inside the box as shown in this example.

Vote

Vote

Ordinary Resolutions

For

Against Withheld

For

Against Withheld

1.

To receive the 2023 Annual Report together with

10.

To approve the Company's dividend policy for the

the Strategic Report and Reports of the Directors

year ending 31 March 2024.

and Auditor.

2.

To receive, approve and adopt the Directors'

11.

To approve the continuation of the Company as a

Remuneration Report.

closed-ended investment trust until the conclusion

of the AGM of the Company to be held in 2026.

3.

To re-elect Tony Roper as a Director of the

12.

To authorise the Directors to allot shares.

Company.

Special Resolutions

4.

To re-elect Helen Clarkson as a Director of the

13.

To authorise the disapplication of Statutory Pre-

Company.

emption Rights.

5.

To re-elect Christopher Knowles as a Director of

14.

To authorise the purchase of the Company's own

the Company.

shares.

6.

To re-elect Emma Griffin as a Director of the

15.

To approve that a general meeting of the

Company.

Company, other than an AGM, may be called on

not less than 14 clear days' notice.

7.

To re-elect Sarika Patel as a Director of the

16.

To authorise the reduction of the share premium

Company.

account of the Company.

Intention To Attend

8.

To re-appoint PricewaterhouseCoopers LLP as the

Please indicate if you intend to attend the AGM

Independent Auditor of the Company.

9. To authorise the Audit and Risk Committee to determine the remuneration of PricewaterhouseCoopers LLP, as the Auditor of the Company.

I/We instruct my/our proxy as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature

Date

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

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