SDCL Energy Efficiency Income Trust : Notice of 2023 Annual General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, bank manager, solicitor or accountant or other independent professional adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom, if not, or another appropriately authorised independent professional adviser, without delay.

If you have sold or otherwise transferred all your shares in SDCL Energy Efficiency Income Trust plc, and as a result, no longer hold any Ordinary Shares, please forward this document as soon as possible to the purchaser or transferee, or to the person through whom the sale or transfer was made, for transmission to the purchaser or transferee. If you have sold or otherwise transferred part of your holding of Ordinary Shares in SDCL Energy Efficiency Income Trust plc, you should retain the documents and consult the person through whom the sale was affected.

A Proxy Form for the Annual General Meeting is enclosed and should be completed and returned so as to reach Computershare Investor Services PLC not less than 48 hours prior to the time of the meeting.

SDCL Energy Efficiency Income Trust plc

(Registered in England and Wales under number 11620959)

Notice of Annual General Meeting

To be held at 6th Floor, 125 London Wall, London, EC2Y 5AS

On 11 September 2023 at 2.00 p.m. (BST)

The Annual General Meeting of SDCL Energy Efficiency Income Trust plc (the Company" ") to be held at 6th Floor, 125 London Wall, London, EC2Y 5AS on 11 September 2023 at 2.00 p.m. (BST).

Shareholders are requested to return the Proxy Form accompanying this document. To be valid, the Proxy Form must be completed and signed in accordance with the instructions detailed in the Proxy Form and returned so as to be received by the Company's Registrar, Computershare Investor Services PLC, by no later than 2.00 p.m. (BST) on 7 September 2023.

If you are a member of CREST, you may be able to make a proxy appointment or instruction using CREST, such CREST Proxy Instruction to be received by no later than 2.00 p.m. (BST) on 7 September 2023. Further details can be found in the notes to the Notice of Annual General Meeting under the heading "CREST Members". The completion and return of a Proxy Form or completing and transmitting a CREST Proxy Instruction will not prevent you from attending and voting at the Annual General Meeting in person if you wish (and are so entitled).

Your attention is drawn to the letter from the Chair on pages 3-9, which details a recommendation from the Board that you vote in favour of the Resolutions to be proposed at the Annual General Meeting.

KEY TIMES AND DATES
Latest time and date for receipt of Forms of Proxy	2.00 p.m. (BST) on 7 September 2023
Latest time and date for receipt of CREST Proxy Instructions	2.00 p.m. (BST) on 7 September 2023
Annual General Meeting	2.00 p.m. (BST) on 11 September 2023

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Registered Office:

6th Floor

125 London Wall

London

EC2Y 5AS

LETTER FROM THE CHAIR OF SDCL ENERGY EFFICIENCY INCOME TRUST PLC

Directors (all of whom are non-executive):

Tony Roper (Chair)

Chris Knowles

Helen Clarkson

Emma Griffin

Sarika Patel

10 July 2023

Dear Shareholder,

Notice of Annual General Meeting 2023

I am pleased to be writing to you, on behalf of the Board of Directors of the Company with details of the Annual General Meeting ("AGM") of the Company to be held on 11 September 2023 at 2.00 p.m. BST at 6th Floor, 125 London Wall, London, EC2Y 5AS.

Instructions for voting by proxy are set out in the notes at the end of the Notice of AGM and with the Proxy Form sent to Shareholders.

The Board considers that the Resolutions to be proposed at the AGM are in the best interests of the Company and the holders of Ordinary Shares ("Shareholders") as a whole. The Board therefore recommends unanimously to Shareholders that they vote in favour of each of the Resolutions, as the Directors intend to do in respect of their own beneficial holdings, which amount in aggregate to 271,009 shares representing approximately 0.025 per cent. of the existing issued ordinary share capital of the Company (excluding shares held in treasury).

Proposed AGM Arrangements

Shareholders and their corporate representatives or proxies are permitted to attend the AGM in person. Shareholders planning to attend the meeting in person are asked, if practicable, to inform the Company Secretary by email to [e-mail] by 5.30 p.m. on 7 September 2023 (noting that such notification is not a condition for attendance). If you attend the AGM in person, you should arrive at the venue for the AGM in good time to allow your attendance to be registered. It is advisable to have some form of identification with you as you may be asked to provide evidence of your identity prior to being admitted to the AGM.

All Shareholders are entitled to vote at the AGM. In accordance with the Company's Articles of Association (the "Articles"), all Shareholders present in person or by proxy shall upon a show of hands have one vote and upon a poll shall have one vote in respect of each Ordinary Share held. In order to ensure that a quorum is present at the AGM, it is necessary for two Shareholders entitled to vote to be present, whether in person or by proxy (or, if a corporation, by a representative).

Shareholders are also invited to ask any questions of the Board, ahead of the AGM by submitting questions by email. The Company will aim to respond to questions submitted in this way either before or during the AGM. Shareholders may submit questions by email to [e-mail]. Please ensure that all questions are submitted no later than 2.00 p.m. (BST) on 7 September 2023.

The formal Notice of AGM is set out in this document along with an explanation in relation to the resolutions to be proposed at the AGM.

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Formal Business of the AGM

Ordinary Resolutions

Resolutions 1 to 12 (inclusive) are all proposed as ordinary resolutions which will be passed if more than 50 per cent. of the votes cast in relation to that resolution are cast in favour of it.

Resolution 1: Receive the Annual Report and Financial Statements

The Companies Act 2006 (the "Companies Act") requires the Directors of a public company to lay before the company, in an AGM, copies of the audited Accounts, the reports of the Directors and the Auditor's Report for the financial year ended 31 March 2023.

Resolution 2: Directors' Remuneration Report

Shareholders are being requested to approve the Directors' Remuneration Report, which is presented on pages 103 to 108 of the Company's annual report and financial statements for the year ended 31 March 2023 (the "2023 Annual Report") including the proposed remuneration payable for the year ending 31 March 2024 to the Chair, the Senior Independent Director, the chairs of each Committee of the Board and each other non-executive Director, for routine business, by passing Resolution 2.

Resolution 2 is an ordinary resolution to approve the Directors' Remuneration Report and is an advisory resolution. Accordingly, entitlement of a Director to remuneration is not conditional on the Resolution being passed.

The proposed remuneration recommendations for the year ending 31 March 2024, as set out on pages 103 to 104 of the 2023 Annual Report, are also noted below:

During the year, the Committee undertook an analysis on Directors' remuneration of comparable companies, together with the advice received from Trust Associates, who had undertaken a review of the Directors' remuneration in 2021, and also further considered the expectations on the time of the Directors.

Based on its analysis, the Committee's recommendation is set out below:

• the base annual Director's fee be increased to £49,500 (2023: £47,000);
• the annual fee paid to the Company's Chair be increased to £69,500 (2023: £67,000);
• the annual supplement paid to the Audit and Risk Committee chair remains at £5,000 (2023: £5,000);
• the annual supplement for the roles of Senior Independent Director and the Remuneration Committee chair to remain at £2,000 (2023: £2,000);
• an annual supplement for the role of the Management Engagement Committee chair of £2,000 be introduced (2023: N/A);
• additional fees, up to a limit of £10,000 per director, continue to be paid for specific corporate work that may be undertaken during the year ending 31 March 2024 (2023: £10,000); and
• the cap on the aggregate annual Directors' base remuneration remains at £400,000 (2023: £400,000).

The Board also considered the availability of each Director, taking into account their other commitments, and concluded that, over the financial year ended 31 March 2023, each Director made adequate time available for the appropriate discharge of the Company's affairs. Each Director abstains from voting on their own individual remuneration.

4 / SEEIT Notice of AGM

The table below details the base fees paid for the year ended 31 March 2023 and the proposed base fees to be paid for the year ending 31 March 2024.

Proposed Base Directors' Fees to be Paid for the Year Ending 31 March 2024

		Proposed Base	Base Fees
	Fees to be paid for	to be paid for
		the year ending	the year ending
		31 March 2024	31 March 2023
		Total	Total
		£'000	£'000
Tony Roper	Chair	69.5	67.0
Helen Clarkson	Management Engagement Committee chair	51.5	47.0
Chris Knowles	Senior Independent Director	51.5	49.0
Emma Griffin	Remuneration Committee chair	51.5	49.0
Sarika Patel	Audit and Risk Committee chair	54.5	52.0
Total		------------	------------
	278.5	264.0
		------------	------------

The total base fees paid to Directors in the year to 31 March 2023 were £264,000, which was within the current approved annual aggregate Directors' remuneration limit of £400,000.

At the Company's 2022 AGM, the Directors' remuneration policy was approved by Shareholders. The Directors' remuneration policy is not therefore required to be approved at this year's AGM. The Company intends to put the policy to Shareholders again no later than the Company's AGM in 2025.

Resolutions 3 to 7: Re-election of Directors

In accordance with the provisions of the Association of Investment Companies Code of Corporate Governance, all Directors of the Company are subject to annual re-election. The Directors are committed to measures that promote good corporate governance. In line with best practice, and the provisions of the Articles, all Directors will be submitted for re-election on an annual basis.

Tony Roper, Christopher Knowles, Helen Clarkson, Emma Griffin and Sarika Patel will retire and, being eligible, offer themselves for re-election.

The Directors believe that the Board has an appropriate balance of skills, experience, knowledge and diversity. Full biographies of all the Directors are set out on pages 76 to 77 of the 2023 Annual Report. Each of the Directors continue to be important to the Company's long-term sustainable success, and the full biographies are also available for viewing on the Company's website (www.seeitplc.com).

Resolutions 8 and 9: Re-appointment and remuneration of the Auditor

The Company is required at each general meeting at which accounts are presented to appoint an auditor to hold office until the next such meeting. PricewaterhouseCoopers LLP ("PWC") have indicated their willingness to continue in office.

Accordingly, Resolution 8 reappoints PWC as auditor and Resolution 9 authorises the Audit and Risk Committee to determine the auditor's remuneration.

Resolution 10: Dividend policy

Whilst the Company is not required to seek approval from Shareholders for the payment of interim dividends pursuant to the Companies Act, the Board recognises that corporate governance best practice and shareholder expectations are such that it would be appropriate for Shareholders to be provided with an opportunity to review and, if thought appropriate, to approve the Company's dividend policy on an ongoing basis.

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