Bridgepoint : Shareholder Circular

THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice as soon as possible from your stockbroker, bank, solicitor, accountant, fund manager or other appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended ("FSMA") if you are resident in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

This document is a circular relating to the Transaction which has been prepared in accordance with the Listing Rules and approved by the Financial Conduct Authority. This document has been published solely in connection with the Transaction as described herein.

If you sell or transfer or have sold or otherwise transferred all of your Bridgepoint Shares, please forward this document (but not any personalised Form of Proxy) as soon as possible to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. If you sell or transfer or have sold or otherwise transferred only part of your holding of Bridgepoint Shares, please retain this document and any accompanying documents and consult the bank, stockbroker or other agent through whom the sale or transfer was effected as to the action you should take. If you receive this document from another Shareholder, as a purchaser or transferee, please contact the Registrar for a personalised Form of Proxy.

Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation or may otherwise intend to forward this document to any jurisdiction outside the United Kingdom should seek appropriate advice before taking any action. The distribution of this Circular and any accompanying document into jurisdictions other than the United Kingdom may be restricted by law. Any person not in the United Kingdom into whose possession this Circular and any accompanying documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction. This document is not a prospectus, and it does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to sell, dispose of, purchase or subscribe for any securities.

BRIDGEPOINT GROUP PLC

(Incorporated and registered in England and Wales with

Registered No. 11443992)

Proposed Acquisition of Energy Capital Partners

Circular to Shareholders

and

Notice of General Meeting

This document, including the information incorporated by reference, should be read as a whole. Your attention is drawn to the letter from the Chairman of Bridgepoint which is set out in Part I (Letter from the Chairman of Bridgepoint) and which contains information on the Resolutions to be proposed at the Bridgepoint general meeting and the unanimous recommendation by the Directors that you vote in favour of the Resolutions to be proposed at the General Meeting. For a discussion of the risks relating to the Transaction, see the discussion of risks and uncertainties set out in Part II (Risk Factors Relating to the Transaction). The Transaction will not take place unless Resolution 1 and Resolution 2 are passed at the General Meeting.

Notice of the General Meeting is set out at the end of this Circular.

We remind Shareholders that voting is on a poll, and votes may be cast by a proxy who may be appointed ahead of the General Meeting to ensure your vote is counted (as detailed below and in the explanatory notes starting on page 99 of this Circular). We strongly encourage Shareholders to make use of proxies to exercise their voting rights.

Shareholders who receive hard copy documents will find enclosed with this Circular a Form of Proxy for use in connection with the General Meeting. You are asked to complete and sign the enclosed Form of Proxy in accordance with the instructions printed on it and return it to the Company's Registrar, Equiniti of Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA as soon as possible and, in any event so as to be received by Equiniti, by no later than 12:00 p.m. on 17 October 2023. You may alternatively register your vote online by visiting Equiniti's website at www.sharevote.co.uk. In order to register your vote online, you will need to enter the Voting ID, Task ID and your Shareholder Reference Number which are set out on the enclosed Form of Proxy, and you will need to ensure that your vote is registered online not later than 12:00 p.m. on 17 October 2023.

If you hold your Bridgepoint Shares in CREST, and you wish to appoint a proxy or proxies through the CREST electronic proxy appointment service, you may do so by using the procedures described in the CREST Manual (available via https://www.euroclear.com). In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST Proxy Instruction must be properly authenticated in accordance with Euroclear's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by Equiniti, ID RA19 by 12:00 p.m. on 17 October 2023.

Each of J.P. Morgan Securities plc ("J.P. Morgan") and Morgan Stanley & Co. International plc ("Morgan Stanley" and together with J.P. Morgan, the "Joint Sponsors"), which are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, and BNP PARIBAS ("BNPP", the "Joint Financial Advisor"), which is authorised and regulated by the European Central Bank, the Autorité de contrôle prudentiel et de résolution and the Prudential Regulation Authority and subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority, are acting solely for Bridgepoint and no one else in connection with the Transaction and will not be responsible to anyone other than Bridgepoint for providing the protections afforded to the respective clients of J.P. Morgan, Morgan Stanley and BNPP, or for providing advice in connection with the Transaction, the contents of this document or any transaction, arrangement or other matter referred to in this document.

Apart from the responsibilities, if any, which may be imposed on J.P. Morgan, Morgan Stanley and BNPP by FSMA or the regulatory regime established thereunder to the extent the exclusion of responsibility under the relevant regulatory regime would be illegal, void or unenforceable, neither J.P. Morgan, Morgan Stanley and BNPP nor any of their respective subsidiaries, holding companies, branches or affiliates nor any of their respective directors, officers, employees, agents or advisers, owes or accepts any duty, responsibility or liability whatsoever (whether direct or indirect and whether arising in contract, in tort, under statute or otherwise) to any person in relation to this Circular or for any acts or omissions of Bridgepoint and no representation or warranty, express or implied, is made by any of them as to the contents of this Circular, including its accuracy, completeness, verification or sufficiency, or for any other statement made or purported to be made by Bridgepoint, or on its behalf, or by J.P. Morgan, Morgan Stanley and BNPP, or on their behalf, in connection with ECP, and nothing in this Circular should be relied upon as a promise or representation in this respect, whether or not to the past or future. To the fullest extent permitted by law, each of J.P. Morgan, Morgan Stanley and BNPP and their respective subsidiaries, holding companies, branches and affiliates and their respective directors, officers, employees, agents and advisers accordingly disclaims all and any responsibility or liability whatsoever (whether direct or indirect and whether arising in contract, in tort, under statute or otherwise), which they might otherwise have in respect of this Circular or any such statement or otherwise.

A summary of action to be taken by Shareholders is set out on page 17 of this Circular and in the Notice of General Meeting set out at the end of this Circular.

Capitalised terms have the meaning ascribed to them in Part VIII (Definitions).

This Circular is dated 2 October 2023.

TABLE OF CONTENTS
	Page
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	2
IMPORTANT INFORMATION	3
DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS	6
PART I LETTER FROM THE CHAIRMAN OF BRIDGEPOINT	8
PART II RISK FACTORS RELATING TO THE TRANSACTION	19
PART III PRINCIPAL TERMS AND CONDITIONS OF THE TRANSACTION	24
PART IV HISTORICAL FINANCIAL INFORMATION RELATING TO ECP HOLDCO	36
PART V UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED
GROUP	66
PART VI RECONCILIATION OF ALTERNATIVE PERFORMANCE METRICS AND KEY
PERFORMANCE INDICATORS TO IFRS MEASURES	73
PART VII ADDITIONAL INFORMATION	76
PART VIII DEFINITIONS	89
NOTICE OF GENERAL MEETING	97

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

This timetable is indicative only and is subject to change. All references in this Circular to times are to London times unless otherwise stated.

Publication of this Circular, the Notice of General Meeting and the Form of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Latest time and date for receipt of Forms of Proxy, CREST Proxy Instructions and registration of online votes from Shareholders in respect of the General Meeting . . . . . . . . . .

General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Announcement of result of General Meeting . . . . . . . . . . . .

Time and/or date

2 October 2023

12:00 p.m. on 17 October 2023

12:00 p.m. on 19 October 2023

As soon as possible after the General Meeting

Expected date of Closing . . . . . . . . . . . . . . . . . . . . . . . .

Admission of, and commencement of dealings in Closing Consideration Shares on the London Stock Exchange(1) . . . . .

Crediting of Closing Consideration Shares in uncertified form to CREST accounts(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Despatch of definitive share certificates (where applicable) for Closing Consideration Shares in uncertified form(1) . . . . . . .

Notes:

Currently expected to be during the first quarter of 2024

8:00 a.m. on or shortly following the date of Closing

As soon as practicable after Admission

Within 10 Business Days following the issue of the Closing Consideration Shares

1. To the extent any of the Sellers exercise their rights to exchange their OP Units (via a series of exchanges) for newly issued Bridgepoint Shares on Closing, as further described in Section 8 (Detailed Mechanics of Exchange) of Part III (Principal Terms and Conditions of the Transaction).

2

IMPORTANT INFORMATION

1. GENERAL
   The contents of this document are not to be construed as legal, financial or tax advice. Recipients of this document should consult their own legal, financial or tax adviser for legal, financial or tax advice, as appropriate. Furthermore, none of Bridgepoint, the Directors, J.P. Morgan, Morgan Stanley or BNPP accept any responsibility for the accuracy, reliability or completeness of any information reported by the press or other media, or the fairness or appropriateness of any forecasts, views or opinions expressed by the press or other media regarding the Transaction, Admission, the Bridgepoint Group or the ECP Group. Bridgepoint, the Directors, J.P. Morgan, Morgan Stanley and BNPP make no representation as to the appropriateness, accuracy, completeness or reliability of any such information or publication.
   Recipients of this document may not reproduce or distribute this document, in whole or in part, and may not disclose any of the contents of this document or use any information herein for any purpose other than considering the Transaction. Such recipients of this document agree to the foregoing by accepting delivery of this Circular.
2. PRESENTATION OF FINANCIAL INFORMATION Unless otherwise indicated:
3. 1. financial information relating to the Bridgepoint Group has been extracted without material adjustment from:
   2. 1. the audited consolidated financial statements of the Company for the year ended 31 December 2022; and
      2. the Bridgepoint 2023 Interim Results;
   3. financial information relating to ECP HoldCo has been extracted without material adjustment from the historical financial information of ECP for the years ended 31 December 2022, 2021 and 2020 included in Part IV (Historical Financial Information relating to ECP HoldCo); and
   4. the financial information does not constitute statutory accounts within the meaning given in section 434 of the Companies Act.

Unless otherwise indicated, the historical financial information in this Circular relating to ECP HoldCo has been prepared in accordance with IFRS and consistently with the accounting policies adopted by the Company in preparing its consolidated financial statements for the year ended 31 December 2022.

Unless otherwise indicated, amounts presented as at 31 December 2022 or for the year ended 31 December 2022 which are presented in a different currency to their original currency have been converted using the following FX rates:

1. GBP:USD FX rate of 1.26;
2. EUR:USD FX rate of 1.0677; and
3. USD:EUR rate of 0.94.

3. PRO FORMA FINANCIAL INFORMATION

In this Circular, any reference to "pro forma" financial information is to information which has been extracted without material adjustment from the unaudited pro forma financial information contained in Part V (Unaudited Pro Forma Financial Information of the Enlarged Group).

The unaudited pro forma financial information contained in Part V (Unaudited Pro Forma Financial Information of the Enlarged Group) is for illustrative purposes only. Because of its nature, the pro forma financial information addresses a hypothetical situation and, therefore, does not represent the actual financial position or results of the Bridgepoint Group, the ECP Group or the Enlarged Group.

Future results of operations may differ materially from those presented in the unaudited pro forma financial information due to various factors.

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1. ALTERNATIVE PERFORMANCE MEASURES AND OTHER INFORMATION
   This Circular contains financial and operating measures that are not defined or recognised under IFRS, including financial and operating measures relating to the Bridgepoint Group such as Underlying Investment Income, Underlying Total Operating Income, EBITDA, Underlying EBITDA, Underlying EBITDA Margin, Underlying FRE, Underlying FRE Margin, Underlying Profit After Tax, Total AUM, Fee Paying AUM and Management fee margin on Fee Paying AUM, all of which the Directors consider to be alternative performance measures ("APMs") or key performance indicators ("KPIs").
   These APMs and KPIs are not defined or recognised under IFRS or any generally accepted accounting standards, but are used by the Directors and management and the equity research community to analyse the Bridgepoint Group's business and financial performance, track its progress and help develop long-term strategic plans.
   The Directors present these APMs and KPIs to provide additional information to Shareholders and enhance their understanding of the Bridgepoint Group's results of operations. The Directors believe that these APMs and KPIs are widely used by certain Shareholders, securities analysts and other interested parties as supplemental measures of performance and liquidity. However, as these measures are not determined in accordance with IFRS or any generally accepted accounting standards, and are thus susceptible to varying calculations, they may not be comparable to other similarly titled measures used by other companies and have limitations as analytical tools.
   For the definition of the APMs and KPIs included in this Circular, and a reconciliation of financial APMs to an appropriate measure calculated in accordance with IFRS, please see Part VI (Reconciliation of Alternative Performance Metrics and Key Performance Indicators to IFRS Measures).
2. ROUNDING
   Certain numerical figures included in this Circular have been rounded. Discrepancies in tables between totals and the sums of the amounts listed may occur due to such rounding. In addition, percentages in tables have been rounded and accordingly may not add up to 100 per cent.
3. MARKET AND INDUSTRY DATA
   Unless the source is otherwise stated, the information contained in this Circular related to markets, market sizes, market shares, market positions, and economic and industry data constitute the Directors' estimates, using underlying data from independent third parties. Bridgepoint obtained market data and certain industry forecasts used in this Circular from internal surveys, reports and studies, where appropriate, as well as market research, publicly available information and industry publications.
   Bridgepoint confirms that all third-party data contained in this Circular has been accurately reproduced and, so far as Bridgepoint is aware and able to ascertain from information published by that third party, no facts have been omitted that would render the reproduced information inaccurate or misleading. While the Directors believe the third-party information included herein to be reliable, Bridgepoint has not independently verified such third-party information, and Bridgepoint makes no representation or warranty as to the accuracy or completeness of such information as set forth in this Circular.
   Where third-party information has been used in this Circular, the source of such information has been identified.
4. CURRENCY INFORMATION
   References to "£", "GBP", "pounds", "pounds sterling", "sterling", "p", "penny" or "pence" are to the lawful currency of the United Kingdom.
   References to "$" or "US Dollars" are to the lawful currency of the United States of America.
5. FORWARD-LOOKINGSTATEMENTS
   This document contains certain "forward-looking statements" relating to the Bridgepoint Group, the Enlarged Group, the ECP Group and the Transaction, including with respect to certain of their plans and current goals and expectations relating to their future financial condition, performance, results, strategy and objectives. Statements containing the words "believes", "intends", "plans", "pursues", "seeks", "expects", "may", "will", "would", "could", "should", "shall", "risk", "estimates", "aims", "predicts", "goal", "continues", "assumes", "positioned", "targets" and "anticipates" (or negatives thereof), and

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