The Meetings will be held in person. If you decide not to attend the Meetings in person, it is important that you do still cast your votes in respect of the business of the Meetings and you can do so by voting by proxy in accordance with the instructions set out in the Circular under the heading “Action to be taken in respect of the Meetings”.

The results of each Meeting will be announced through a Regulatory Information Service and on the Company’s website, www.tlenergyimpact.com, as soon as possible once known.

RESOLUTIONS TO BE PROPOSED AT THE MEETINGS

As explained above, the resolutions to be proposed at the Requisitioned General Meeting and the Adjourned Annual General Meeting are necessarily exactly the same (save for the numbering of the resolutions).

The full text of the resolutions is set out in both the Notice of Requisitioned General Meeting and the Notice of Adjourned Annual General Meeting set out at the end of the Circular. The resolutions are being proposed as ordinary and special resolutions as set out below. An ordinary resolution requires more than 50 per cent. of the votes cast to be in favour in order for the resolution to be passed. A special resolution requires at least 75 per cent. of the votes cast to be in favour in order for the resolution to be passed.

Ordinary resolution 1 at the Requisitioned General Meeting (being the same as ordinary resolution 5 at the Adjourned Annual General Meeting)

This is the Continuation Resolution which has been explained in detail elsewhere in this announcement.

Special resolution 2 at the Requisitioned General Meeting (being the same as special resolution 6 at the Adjourned Annual General Meeting)

The Company’s existing power to buy back its own shares through the market will lapse at the conclusion of the Adjourned Annual General Meeting. This resolution seeks authority for the Company to make market purchases of its own ordinary shares. If passed, the resolution gives authority for the Company to purchase up to 26,335,137 of its ordinary shares, representing 14.99 per cent. of the Company’s issued ordinary share capital as at the date of this announcement. The Company currently has no treasury shares. Shareholders should note that as this resolution is the same at each Meeting, the resolution(s), if passed, will only give authority to purchase up to 26,335,137 ordinary shares and not any higher or aggregated number of ordinary shares.

The resolution specifies the minimum and maximum prices which may be paid for any ordinary shares purchased under this authority. The authority will expire at the conclusion of the Company’s next annual general meeting to be held in 2024.

The Directors believe that the ability to buy-back shares is an important capital management tool and that, from time to time and subject to market conditions, it may be in shareholders’ best interests to buy back the Company’s shares. The Company would only buy back shares when they are trading at a discount to the net asset value per share.

The Company may either cancel any shares it purchases under this authority or transfer them into treasury (and subsequently sell or transfer them out of treasury or cancel them). The Company does not have any options or outstanding share warrants.

Special resolution 3 at the Requisitioned General Meeting (being the same as special resolution 7 at the Adjourned Annual General Meeting)

The Companies Act 2006 stipulates that the notice period for general meetings (other than annual general meetings) is 21 days unless shareholders’ approval to reduce the notice period has been given. This resolution would allow the Company to hold general meetings (other than annual general meetings) on at least 14 clear days’ notice.

If approved, the resolution will be effective until the end of the Company’s next annual general meeting to be held in 2024. The Board will consider, on a case-by-case basis, whether the use of the flexibility offered by the shorter notice period is merited, taking into account the circumstances, including whether the business of the meeting is time sensitive.

RECOMMENDATION

For the reasons set out above, the Directors unanimously recommend shareholders vote against resolution 1 to be proposed at the Requisitioned General Meeting and against resolution 5 to be proposed at the Adjourned Annual General Meeting. The Directors intend to vote against both of those resolutions in respect of their holdings of ordinary shares, amounting to 131,000 ordinary shares in aggregate (representing approximately 0.07 per cent. of the issued share capital of the Company as at the date of this announcement).

The Directors unanimously recommend shareholders vote for resolutions 2 and 3 to be proposed at the Requisitioned General Meeting and for resolutions 6 and 7 to be proposed at the Adjourned Annual General Meeting for the reasons set out above. The Directors intend to vote for all of those resolutions in respect of their holdings of ordinary shares.