# Enabling the energy transition ![img-0.jpeg](img-0.jpeg) **VH GLOBAL ENERGY INFRASTRUCTURE plc** **Annual Report and Accounts** For the year ended 31 December 2024 --- | 2 | OVERVIEW | | --- | --- | | 2 | ABOUT | | 4 | OUR PURPOSE | | 7 | WHY INVEST | | 8 | ABOUT VICTORY HILL | | 9 | HIGHLIGHTS | | 10 | PORTFOLIO AT A GLANCE | | 12 | TIMELINE OF KEY MILESTONES | | 14 | STRATEGIC REPORT | | 14 | CHAIR'S STATEMENT | | 20 | INVESTMENT MANAGER'S REPORT | | 32 | ENRG BUSINESS MODEL | | 36 | ENRG STRUCTURE \& INVESTMENT POLICY | | 40 | KEY PERFORMANCE INDICATORS | | 42 | STAKEHOLDER ENGAGEMENT | | 45 | PRINCIPAL RISKS \& UNCERTAINTIES | | 51 | GOING CONCERN AND VIABILITY STATEMENT | | 52 | SUSTAINABILITY | | 52 | ESG REGULATION \& FRAMEWORK ALIGNMENT | | 54 | 2024 SUSTAINABILITY PROGRESS | | 56 | APPROACH TO SUSTAINABILITY | | 62 | 2024 ESG OPERATIONAL PERFORMANCE | | 70 | CLIMATE RELATED FINANCIAL DISCLOSURES | ## 84 GOVERNANCE 84 INTRODUCTION 85 MEET THE BOARD 86 DIRECTORS' REPORT 92 CORPORATE GOVERNANCE STATEMENT 98 REPORT OF THE AUDIT COMMITTEE 102 DIRECTORS' REMUNERATION REPORT 107 REPORT OF THE NOMINATION COMMITTEE 110 MANAGEMENT ENGAGEMENT COMMITTEE REPORT 111 STATEMENT OF DIRECTORS' RESPONSIBILITIES ## 112 FINANCIAL STATEMENTS 113 INDEPENDENT AUDITOR'S REPORT 121 STATEMENT OF COMPREHENSIVE INCOME 122 STATEMENT OF FINANCIAL POSITION 123 STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY 124 STATEMENT OF CASH FLOWS 125 NOTES TO THE FINANCIAL STATEMENTS 148 ALTERNATIVE PERFORMANCE MEASURES ## 150 ADDITIONAL INFORMATION 151 SFDR - ANNEX V 160 GLOSSARY 166 SHAREHOLDER INFORMATION 168 NOTICE OF ANNUAL GENERAL MEETING 174 COMPANY INFORMATION --- # Investment company with a specialist mandate to support the global energy transition VH Global Energy Infrastructure plc ("ENRG" or the "Company") is an investment company that provides exposure to a globally and technologically diversified portfolio of sustainable energy infrastructure assets that support the Sustainable Development Goals ("SDGs") and are essential for the global transition to net zero. The Company aims to achieve diversification principally by making a range of sustainable energy infrastructure investments across (1) a number of distinct geographies and (2) a mix of proven technologies, that align with the SDGs, where the investments are a direct contributor to the acceleration of the energy transition towards a net zero carbon world. The Company's investments in proven technologies include exposure to power generation (renewable and conventional with carbon capture and reuse), biomass, transmission, distribution and storage. These investments are in operational, construction or 'ready-to-build' assets but do not include assets that are under development or in pre-consent stage. No investment are made in projects involving the extraction of fossil fuels or minerals. ENRG is a closed-ended investment company and an approved UK investment trust, launched in February 2021 by way of admission to trading on the premium segment of the London Stock Exchange's Main Market. ENRG is classified as an SFDR Article 9 Fund and has adopted the "Sustainability Impact" label under the FCA's Sustainability Disclosure Requirements ("SDR"). The Company is overseen by an independent board of non-executive directors and managed by Victory Hill Capital Partners LLP ("Victory Hill"). --- ENRG's investment objective is to generate stable returns, principally in the form of income distributions, by investing in a diversified portfolio of global sustainable energy infrastructure assets. This deployment will occur predominantly in countries that are members of the EU, OECD, OECD Key Partner countries or OECD Accession countries. The Company's investments in sustainable energy infrastructure seek to make an impact by supporting the attainment and pursuit of key SDGs where energy and energy infrastructure investments are a direct contributor to the acceleration of the energy transition. --- # A differentiated investment opportunity ![img-1.jpeg](img-1.jpeg) ## WHY INVEST IN ENRG? ### 1 Highly diversified portfolio ENRG offers a portfolio of 34 assets spanning 6 technologies across 7 geographies, ensuring broad exposure and risk diversification. ### 2 Strong revenue visibility & inflation protection With more than 90% of revenues inflation-linked and fixed under medium to long term revenue contracts with creditworthy counterparties, ENRG delivers high-quality, predictable income streams that are protecting real returns. ### 3 No exposure to subsidies ENRG's portfolio is funded entirely without public subsidy or government financial guarantees. ### 4 Sector-leading target returns ENRG targets a total NAV return of 10%* net of costs and expenses, and a progressive annual dividend policy. ### 5 Lowest gearing in peer group The lowest level of gearing among the listed infrastructure peer group, at 6.6% of NAV as at 31/12/2024. ### 6 Value creation The assets owned are actively managed to create additional value and generate capital growth, enhancing long term returns for investors. ### 7 High-impact portfolio The SDGs are the blueprint for driving ENRG's investment strategy. As an SFDR Article 9 Fund with the SDR "Sustainability Impact" label, ENRG delivers measurable environmental benefits alongside financial performance. * Target returns are not guaranteed. Past performance is not indicative of future result. ### 8 Highly experienced investment principals The Company is managed by a team with an average of over 27 years of energy sector experience, which has successfully completed more than 94 energy transactions across 33 jurisdictions. --- # Experienced and focused leadership Victory Hill, the Investment Manager of ENRG, comprises a team with decades of experience in energy finance and energy investment. Entirely owned by its five co-founders, the Investment Manager is dedicated to creating long-term value for its clients. The team's diverse backgrounds—with multiple nationalities and languages spoken—provide a global perspective and deep local insight into sustainable energy investing. The investment principals bring an average of 27 years of experience each, and collectively have completed more than 94 energy transactions across 33 jurisdictions. This track record underscores the team's ability to navigate complex markets and seek out higher return opportunities. **Financial** (as at 31 December 2024) | Net Asset Value | Dividend per share declared for FY 2024 | | --- | --- | | £408.5m | 5.71p | | 31 Dec 2023: £483.8m | 31 Dec 2023: 5.56p | | NAV per share* | Dividend target per share for FY 2025 | | 103.21p | 5.80p | | 31 Dec 2023: 116.46p | 31 Dec 2023: 5.68p | | Total Leverage of ENRG as a % of NAV* | Dividend yield, based on share price on 31 December 2024* | | 6.6% | 8.7% | | 31 Dec 2023: 1.9% | 31 Dec 2023: 7.2% | | Dividend Coverage * | % of underlying revenues contracted and inflation-linked | | 0.96x | >90% | | 31 Dec 2023: 1.15x | 31 Dec 2023: >90% | **Impact** (for the full year ended 31 December 2024) | Clean energy generated and injected into the grid | Tonnes of carbon dioxide equivalent avoided | | --- | --- | | 856,666MWh | 262,501t | | 31 Dec 2023: 844,464MWh | 31 Dec 2023: 122,530t | | Approximate equivalent UK homes powered annually by clean energy | Tonnes of sulfur oxides displaced | | 317,284 | 22,402t | | 31 Dec 2023: 312,750 | 31 Dec 2023: 19,332t | - Alternative performance measures are defined on pages 148 and 149. --- # 34 assets, 7 jurisdictions, 6 technologies ![img-2.jpeg](img-2.jpeg) ## Portfolio as at 31 December 2024 (by value*) ![img-3.jpeg](img-3.jpeg) ![img-4.jpeg](img-4.jpeg) ![img-5.jpeg](img-5.jpeg) - **Cash and working capital**: 2% - **Cash and working capital**: 2% - **Working capital**: 2% - **Total portfolio investment**: 29% - **Firm's**: 9% - **Firm's investment**: 13% - **Firm's investment**: 12% - **Firm's investment**: 19% *These pie charts include the assets that became operational in Brazil in Q1 2023, post period end. --- # TIMELINE OF KEY MILESTONES ## 2021 ### H1 - IPO (£243m) – Feb 21 - Commitment to: - Operational US terminal storage programme - Brazilian solar PV programme ### H2 - Commitment to: - UK flexible power with CCR programme - Expansion of US terminal storage programme (site 2) - Acquisition of first solar site in Australia - Share placing (£70m) ### H1 - Completion of construction of six Brazilian solar PV assets - Share placing (£122m) ### H2 - Completion of construction of three Brazilian solar PV assets - 15-year CO2 offtake agreement signed for UK flexible power plant - Agreement to acquire & build three solar PV sites in NSW, Australia - Acquisition of a 198MW operational Brazilian hydro facility ## 2022 ### H1 - Completion of construction of one Brazilian solar PV asset ### H2 - Completion of construction of the first hybrid solar and storage project in Australia - Share buyback programme announcement (up to £10m) - Mechanical completion of the solar farm component of three sites in New South Wales (NSW), Australia ## 2023 ### H1 - Completion of construction of one Brazilian solar PV asset ### H2 - Completion of construction of the first hybrid solar and storage project in Australia - Share buyback programme announcement (up to £10m) - Mechanical completion of the solar farm component of three sites in New South Wales (NSW), Australia ## 2024 ### H1 - Announcement of increase in share buyback programme by £10m taking the total programme to £20m - Agreement to acquire and build two new fully-permitted solar PV sites with co-located BESS in NSW - Commissioning of the solar farm component of the first three NSW sites - Successful completion of a series of hot commissioning tests of the four Rolls Royce 16V engines of the UK flexible power with CCR programme ### H2 - Acquisition of a portfolio of solar and wind assets across Spain, Portugal and Sweden - Completion of construction and commissioning of three solar and storage hybrid systems in NSW - Change of name, from VH Global Sustainable Energy Opportunities plc to VH Global Energy Infrastructure plc - Adoption of the SDR 'Sustainability Impact' label ## 2025 ### H1 - Completion of construction and energisation of two Brazilian solar PV assets - Production of the UK flexible power plant's first stream of CO2 - Energisation of a third solar site in Brazil - Commissioning of the integrated UK flexible power plant with CCR - Energisation of 10.3MW solar site in Spain - Commencement of construction of two solar projects and one onshore wind project totalling 118MW in Spain ### H2 Expected - Review of construction of the last three Brazilian solar PV assets - Energisation of a 20MW solar site in Portugal - Commissioning of the last two solar and storage hybrid sites in NSW ![img-6.jpeg](img-6.jpeg) --- ![img-7.jpeg](img-7.jpeg) **ENRG still remains the most diversified trust in the sector tackling the energy transition. Its highly contracted operational portfolio continues to generate predictable cash flows to support the Company's attractive dividend.** **Bernard Bulkin** **Chair** I am pleased to present the fourth Annual Report for VH Global Energy Infrastructure plc (the "Company" or "ENRG") for the year ended 31 December 2024. The broader renewable energy investment trust sector has continued to navigate a challenging market environment, which has contributed to an exacerbation of the Company's share price discount to net asset value ("NAV"). In response, the Company has remained proactive and focused on narrowing the discount with the deployment of its buyback programme and disciplined capital allocation approach. The Board has also been proactive in discussing the ongoing discount to NAV with its shareholders and considering what actions are open to it going forward. Despite these challenges, ENRG has demonstrated resilience, delivering robust operational and financial performance from its underlying portfolio, including an almost fully covered dividend on a currency unadjusted basis, with 29% of the portfolio under construction as at 31 December 2024. The Company has also successfully deployed capital into a new portfolio of European wind and solar assets during the period, and the Investment Manager remains fully confident about the sector's future prospects. Given the current share price discount to NAV of 36.1% as at 31 December 2024, ENRG offers an attractive entry point for both new and existing investors, offering a dividend yield of 8.7% at the period-end, which is greater than the yield of UK government bonds. The yield is backed by long-term and inflation-linked cashflows that will continue to strengthen as more of the portfolio becomes operational over the course of 2025. Furthermore, ENRG continues to present a unique investment opportunity, with a technologically and geographically diversified portfolio aimed at accelerating the global energy transition, funded entirely without public subsidy or government support, and supported by the lowest gearing in its peer group. ![img-8.jpeg](img-8.jpeg) --- ## Financial Performance The Company's NAV per share was 103.21 p as at 31 December 2024, a decrease of $11.4 \%$ from the previous year. This decrease was primarily driven by unfavourable foreign currency exchange rates. Net cash flows from the underlying projects remain robust, resulting in a dividend coverage ratio of $0.96 x$. As GBP has strengthened in the year against the basket of currencies, on a currency adjusted basis, dividend coverage is 1.24 x as at 31 December 2024. Details on the Company's overall financial and operational performance can be found in the Investment Manager's Report. As at 31 December 2024, the Company remains one of the lowest geared investment trusts in its sector with total leverage at $6.6 \%$ of NAV, offering greater flexibility on future funding requirements. ## Dividend The Company has a progressive dividend policy, and is proud to have increased its dividend for a fourth consecutive time since IPO in 2021. The Company announced a dividend of 1.45 p per share with respect to the period from 1 October 2024 to 31 December 2024, an increase of $2.1 \%$ vs. the prior quarter. This brings the total dividend declared for the financial year ending 31 December 2024 to 5.71 p per share, exceeding the dividend target of 5.68 p per share. The Company is targeting a dividend of 5.80 p in total for 2025, 2.1\% higher than the dividend target for FY2024. When combined with the share buyback programme, the Company has returned $£ 37.5$ million to shareholders in 2024. ## Investment Activity and Portfolio Performance In 2024, three new assets came online, while seven new assets were acquired in Europe and two in Australia, significantly enhancing the diversification of the portfolio, bringing the total number of assets to 34 across 6 technologies and 7 geographies. Two additional assets were energised post-period. As at 31 December 2024, the portfolio is $69 \%$ operational, and is expected to be almost fully operational by the end of 2025. Investment activity included: - The commitment to acquire and construct a 59.8 MW portfolio of five-operating, ready-tobuild ("RTB") and under construction solar and onshore wind generation assets in Spain, Portugal and Sweden. In addition, the Company acquired the project rights for an additional 188.6 MW of four RTB solar PV assets in Spain. Due to interconnection delays encountered on two of these RTB assets, pushing completion to 2027, the Investment Manager has taken the prudent approach to return the project rights of these two assets, which doesn't alter the target returns for the investment. Post-period, a 10.3 MW solar PV site in Spain reached mechanical completion, and is expected to be fully energised by H1 2025. The 20 MW solar PV site in Portugal is expected to reach operational status in H2 2025. - The completion of the three solar assets and co-located battery energy storage systems ("BESS") in New South Wales ("NSW"), Australia. Furthermore, an agreement to acquire and build two new fully-permitted solar PV sites with colocated BESS in NSW was signed in March 2024 and the construction phase started as planned in the first half of the year, with completion expected in 2025. - The successful completion of a series of hot commissioning tests of the four Rolls Royce 16V engines of the UK flexible power with carbon capture and reuse ("CCR") asset. Post periodend, a significant milestone was reached with the successful commissioning of its first stream of purified CO2. - Post period-end, the energisation of two solar distributed generation sites in Brazil. A third site is expected to be energised in Q2 2025. Implementation of the construction for the final three sites of the programme is under review. Please refer to the Investment Manager's Report for further details on the investment activity. ## Corporate Governance On 2 December 2024, the Company announced the change of its name from VH Global Sustainable Energy Opportunities plc to VH Global Energy Infrastructure plc. The Company's ticker symbol for the London Stock Exchange was changed to 'ENRG', while the ISIN and SEDOL remained unchanged. This change was implemented to align with new regulatory requirements for fund names established by the European Securities and Markets Authority ("ESMA"). The Company's sustainable investment objective to "make an impact by supporting the attainment and pursuit of key SDGs, where energy and energy infrastructure investments directly contribute to accelerating the energy transition"- remains unchanged. Post period-end, the Company appointed Mr Patrick Firth as an independent non-executive director with effect from 20 February 2025. Mr Firth has also been appointed to each of the Company's established committees with effect from the same date. ENRG announced that Ms Margaret Stephens does not intend to stand for re-election at the upcoming annual general meeting due to personal reasons and, as such, subject to shareholder elections, Mr Patrick Firth will take over the position of chair of the Audit Committee as of the date of the 2025 Annual General Meeting ("AGM"). At the May 2024 AGM, the Board was pleased to announce that all the ordinary resolutions and special resolutions, as set out in the Notice of AGM, were approved by shareholders. In Q4 2024, the Company appointed Ocorian Administration (UK) Limited as its third party administrator and company secretary, replacing Apex Fund and Corporate Services (UK) Limited. ## Sustainability ENRG's commitment to sustainability remains at the forefront of its strategy and purpose. In conjunction with the name change mentioned above, the Company was among the first investment trusts to announce its adoption of the 'Sustainability Impact' label under the Financial Conduct Authority's Sustainability Disclosure Requirements ("SDR"). This label identifies investment products that aim to achieve a predefined measurable impact in relation to an environmental and/or social outcome. The adoption of the 'Sustainability Impact' label brings more clarity and accountability, and reflects the Company's continued commitment to achieving its sustainability investment objective, while continuing to target a $10 \%$ net return. Furthermore, ENRG continues to disclose as an Article 9 Fund under the EU's Sustainable Finance Disclosure Regulation and reports voluntarily its practice under the Task Force on Climate-Related Financial Disclosures ("TCFD") recommendations and requirements. Please refer to the Sustainability section on p. 52 for further details. ## Discount Management The Board continues to closely monitor the Company's share price and shares the deep frustration of its shareholders over its prolonged discount to NAV. The Board and I firmly believe such a discount is unjustified, as it does not reflect the intrinsic value of the underlying portfolio and has largely been influenced by broader macroeconomic factors. Both the Board and the Investment Manager remain fully committed to narrowing the discount to NAV, with a focus on balancing the short-term and longterm value to shareholders. The Company initiated a $£ 10$ million share buyback programme in 2023, which was further increased by $£ 10$ million in February 2024, bringing the total share buyback programme to $£ 20$ million. By Q4 2024, the full buyback budget had been utilised. Additionally, the Board and the Investment Manager have remained focused on the careful management of gearing, successfully maintaining a minimal level of gearing. As a result, ENRG does not need to sell assets to repay debt. In addition to the above initiatives, the Board has engaged with major shareholders to better understand their perspectives. As anticipated, investor sentiment has been mixed - while some shareholders continue to support the Company's existing strategy, others have raised concerns about the challenges facing the broader sector and expressed a preference for alternative methods of returning capital to shareholders. --- As a result of these discussions, the Board, in collaboration with the Investment Manager and the Company's broker, is carefully evaluating strategic alternatives to reduce the discount and enhance shareholder value. The Board is committed to exploring all options and will keep shareholders informed as these discussions progress. ## Shareholder Engagement The Investment Manager and the Board remain committed to enhancing the marketability and liquidity of ENRG's shares by actively engaging with and attracting both institutional and retail investors to the shareholder register. As part of these efforts, the Company has undertaken a comprehensive revamp of its online website (www.globalenergyinfrastructure.co.uk) in order to enhance shareholder disclosure and detail of communication. This revamped platform is designed to provide clearer, more detailed information, with a particular focus on facilitating better information dissemination to retail investors. In addition, the Investment Manager has partnered with third-party research providers and share trading platforms to broaden outreach and increase accessibility for retail investors. ## Continuation Vote The Articles of Association of the Company require a continuation vote at every fifth AGM, which would take place in May 2026. Shareholders will be consulted on this topic, together with the Company's broker. ## Outlook The Board understands that the persistent deep discount of ENRG's shares to its NAV is not something that will be easily corrected by market forces or the economic climate. We believe that we have good assets, that are performing well once they are operational. This is reflected in the strong covered dividends that the Company has been able to pay throughout its life. The Board is examining all options for repaying the trust that shareholders have placed in the Company over the past four years, while continuing the work to bring the portion of the portfolio that is still under construction into a fully operational state. During 2025, the Board will announce concrete steps it will be proposing to shareholders to deal with the share price discount. Bernard Bulkin, OBE, Chair 2 April 2025 --- # **INVESTMENT MANAGER'S REPORT** ![img-9.jpeg](img-9.jpeg) **Eduardo Monteiro** | **Richard Lum** | **Co-Chief Investment Officers** ## **In markets where renewable energy is highly saturated, a differentiated investment strategy is needed to sustain progress.** **Richard Lum** | **Co-Chief Investment Officer** ### **Market Backdrop & Outlook** As we reflect on the prior twelve months of our operating environment, it is clear that the pace of the energy transition to net zero has not slowed pace. According to BNEF, 2024 saw global solar PV installations up by 35% y-o-y, wind up by 5%, energy storage installations up by 76% and EV sales up by 26%. Yet, even with this historic growth in clean energy investments, it is clear that the sustained and accelerated growth in investments is still well below the level required to get investment on track to achieve net zero by 2050. Further investment is required to decarbonise our world, whilst feeding an increase in electrical energy demand globally. The International Energy Agency (IEA) comments in their Net Zero Roadmap to 2050 on investments in clean energy needing to rise to around US$4.5m per year by 2030. Yet investments in global energy as a whole are likely to exceed US$3m in total, with clean energy accounting for around US$2m and oil and gas for US$1m. Investments located in the developed world have far outstripped those elsewhere and much can be attributed to the success of government underwriting via subsidies of renewable technologies overall. However, we are starting to see a decline in growth rates. The earliest implementers and adopters of clean energy in the richer energy markets have tended to snap up the best sites with the cheapest grid connections, in the most economically stable markets, and have played a key role in bringing down the cost of clean energy technologies. However, achieving scale has come at the cost of declining growth rates. It is expected that annual solar installations will recede from impressive growth rates of 35% in 2024 (more than quadrupled since 2020) to a more modest 11% in 2025. Separately, the competitive approach adopted by developed countries to offshore wind projects led to a surge in interest globally, with government auctions being won by the most aggressive bidders. This delivered lower clean energy prices, but also created fundamental issues for investors to achieve an adequate risk adjusted return on these projects, as evidenced by failed auctions and cancelled projects in various countries including the US. Among other issues, this has led large integrated energy companies to reframe their exposures to offshore wind. The next phase in the energy transition, however, will not focus purely on driving greater investment in clean energy generation alone. New issues have emerged in global energy systems, which require investment in order for a holistic sustainable energy world to emerge: Unlocking energy storage and ![img-10.jpeg](img-10.jpeg) **Richard Lum** | **Co-Chief Investment Officers** --- # **INVESTMENT MANAGER'S REPORT CONTINUED** Power generation flexibility in mature renewables markets where intermittency is a key concern; implementing clean energy in markets which lack proper technical and commercial arrangements; and driving demand for clean energy in the hard to decarbonise industrial sectors such as automotive and truck fleet operators, fuels for aviation, shipping and heavy industry. Government policy will have a role to play in leading such transformation but we firmly believe that the implementation of liberalised energy markets, where private commercial agreements are possible, will stimulate private capital inflows to help meet the demand for investment. During 2024, we understood that a holistic approach to the energy transition was imperative. In markets where renewable energy is highly saturated, a differentiated investment strategy is needed to sustain progress. While high solar penetration drove down Spain's mid-day power prices, and many historic projects were witnessing a cannibalisation of the market pricing, we saw an opportunity to participate in the next phase of Spain's energy transition. As a relatively constrained energy market, with limited interconnection to the rest of Europe's power grids, and a baseload power source in nuclear which the Government legislated to be replaced by renewables by 2035, we anticipate the emergence of supply/demand tension in the power system. Combined with the entrance of highly energy intensive digital infrastructure in the country such as AI-driven data centres, we estimated that conditions were right to make an impact by investing in a portfolio of ready-to-build and operating renewable assets, which once built have the potential to be commercialised via private power purchase agreements (PPAs) or left partially unhedged to access market margin opportunities. Furthermore, drawing on our experience in Australia, we concluded that these assets have optionality to be hybridised with co-located battery storage in the next phase of investment, thereby allowing consumers to have access to firm power capacity in a constrained power market. AI-driven data centres are likely to feature prominently in the demand side dynamics of many energy systems throughout the world. The sheer magnitude of the requirement to feed this new energy demand is yet to be fully witnessed but there is circumstantial evidence of what is ahead of us. ## **Investment updates** The portfolio has continued to progress towards its full potential during the period under review, reaching 69% operational status at the end of 2024, up from 58% in December 2023. As at 31 December 2024, the dividend was 0.96x covered by the strong underlying cash generation from the operating assets. GBP has strengthened in the year against the basket of currencies. On a currency adjusted basis, dividend coverage is 1.24x. As construction assets achieve operational status, the dividend coverage is expected to strengthen in 2025 and 2026. The excess cash flow will provide the flexibility to reinvest in the existing portfolio as well as enable the Investment Manager to address the share price discount to NAV. A key highlight for the year was the addition of a renewable energy programme for Spain, Portugal and Sweden. Our total commitment was EUR53m with 9.7 MW of the assets already in operation and 30.3 MW in advanced construction stage. This investment offers the fund an opportunity to capture buoyant energy markets with the potential to upscale returns with batteries in order to capture high power prices at peak hours. Spain in particular is seeing a rapid transition away from fossil fuels and towards renewable energy, while demand continues to outpace supply causing power price spikes in certain regions. Furthermore, key construction milestones were achieved for both the UK flexible power plant and the Brazilian solar PV programme during the period, putting behind us the main issues that had previously caused construction delays. In the U.S., the terminal storage assets have operated close to their full cash generation capacity under the contracted 24/7 terms, highlighting their reliability with stable cash flows. In Australia, the first hybrid assets commenced operations, achieving captured margins well above expectations. The year also highlighted the ENRG model's operational excellence, with the Brazilian hydro plant receiving certification under the Hydropower Sustainability Alliance's Hydropower Sustainability Standard. The plant was awarded the prestigious gold level, which is a testament to the Investment Manager's commitment to community engagement and the gold certification has only been awarded to five other hydro plants worldwide since its formal introduction in 2021. ![img-11.jpeg](img-11.jpeg) ## **Australian solar PV with battery storage assets** This programme aims at capturing the opportunities arising from Australia's disorderly energy transition. With a predominance of power plants fuelled by locally produced coal in its energy mix, Australia is navigating a challenging process to realise its natural renewable energy potential, made possible by its high solar irradiation levels and vast land availability. Year-on-Year EBITDA increased by 170% in 2024 due to three new assets coming online and generating revenues during the period. At the end of the period, the assets captured margins significantly above expectations, driven by market volatility in electricity supply—which was partly due to increased cycles of maintenance and downtime from mature coal fired power plants. These margins not only exceeded budget levels but also surpassed the projections provided by several market consultants the Company uses to value these assets. Nevertheless, we have decided not to alter our long-term power curves, which we use in asset valuations, until we have built up a sufficient period of accruing real time margin data which reflects stronger price conditions. Work on the hybridisation of the three solar farms constructed in New South Wales with BESS was successfully completed in 2024. Furthermore, two additional solar sites were acquired in 2024, with construction progressing on time and on budget to construct them as fully integrated solar PV and BESS projects. We anticipate enhancing the cash generation capacity of the five operational assets during the course of 2025. ![img-12.jpeg](img-12.jpeg) ## **UK flexible power with CCR asset** This flexible power plant helps to ensure the delivery of dependable power in the UK amidst increasing penetration of intermittent renewable energy. Furthermore, by incorporating carbon capture technology into the gas-fired power generation component, the project captures and purifies CO2 exhaust to a food-grade standard. This project therefore not only provides reliable, high-efficiency, low carbon flexible power into the grid, but also addresses the critical structural shortage in the industrial gases market by enabling the commercial sale of purified CO2 for food and beverage applications. This unique combination is believed to be the first of its kind and paves the way for further low carbon flexible power generation assets to support the evolving UK electricity grid. This asset is in the final stage of commissioning, with the power unit having come online in Q4 2024. The first stream of purified CO2 was produced into holding tanks in February 2025, and it is our expectation that the integrated plant will be fully commissioned in H1 2025. --- #### **INVESTMENT MANAGER'S REPORT CONTINUED** ![img-13.jpeg](img-13.jpeg) #### **Brazilian solar PV assets** This programme seeks to leverage the unique framework of the Brazilian distributed generation market, which allows sub-5MW power plants to access retail tariffs for end users connected to the utility network where the asset injects power. ENRG was one of the first listed companies in this sector to enter this nascent segment in Brazil. This early-mover advantage allowed the Company to secure low connection charges to the distribution network, which are no longer accessible to new entrants. Furthermore, as one of the first investors in the market, ENRG was able to successfully lock-in premium PPAs with advantageous terms compared to those currently available to new market entrants. Year-on-Year EBITDA increased by 155% due to a combination of projects transitioning from the ramp-up phase to full production, along with a new project that benefited from a full year of revenue generation in 2024. In January 2025, two solar distributed generation sites were energised, increasing the Company's total operational solar DG projects in the country to 12 sites, with a capacity of 24.3MWdc. The two newly energised assets have offtake agreements between 10 and 20 years and are supporting clients to meet their decarbonisation targets and reduce their energy bills. A third solar site is expected to be energized in Q2 2025, adding a further 6.25MWdc of new capacity. Implementation of the construction for the final three sites of the programme is under review. ![img-14.jpeg](img-14.jpeg) #### **Brazilian hydro facility** The primary appeal of this investment lies in the opportunity to enter one of the world's largest hydroelectric parks through an asset that delivers reliable and stable cash flows. The Mascarenhas plant is part of the Mecanismo de Realocacao de Energia (MRE) or Energy Reallocation Mechanism, which means it is not exposed to single-basis hydrological risk. The MRE is a consortium that includes all major hydro plants in Brazil, including Itaipu which used to be the second-largest hydro plant in the world after China's Three Gorges. This consortium pools the plants' hydrological resources and sells the total assured capacity through long-term PFAs. If a member of the consortium falls short of its allocated assured capacity but the consortium as a whole meets the established target, the MRE compensatory mechanism ensures that the underperforming plant can still generate revenue in line with its assured energy. This structure provides more stable cash flows compared to other hydro plants that are exposed to the variability of resources from a specific river. This plant has secured long-term PFAs for all of its assured capacity for both 2025 and 2026, as well as nearly 30% of its capacity through to 2037. The programme's operating partner and the Investment Manager monitor the market for opportunities to strike new PPAs for the uncontracted capacity at attractive terms, given the high level of volatility in the PPA market caused by changing weather patterns. Over the past five years, Brazil experienced three of its worst hydrological years in history, alongside two years of above-average conditions. This volatility in the spot market creates periodic windows of opportunity for securing favourable PPAs. Operationally, post period-end this asset achieved the gold standard seal of excellence from the Hydropower Sustainability Alliance, and remains one of the top ranked plants in the country. ![img-15.jpeg](img-15.jpeg) #### **US terminal storage assets** This programme aims to reduce the environmental and health threats of high sulfur fuels in Mexico, by reducing the availability of high sulfur fuel oil for domestic consumption and displacing it with cleaner less pollutive products, reducing PM10, SO2, and NO2 emissions. The US terminal assets provide an aggregation point and facilitate the transfer of high sulfur oil currently produced at a surplus in the Mexican fuel market. The main tenant is Mexico's national oil company, Pernex, which is responsible for transporting the Mexican high sulfur heavy products to the US to get it further processed and imported back as safer, cleaner products. During the period under review, the assets operated near their full cash-generation capacity under its contracted 24/7 terms. This performance underscored the asset's robust cash generation capacity, which has been fully optimised following its acquisition by ENRG, through further investments in capacity expansion and contract renegotiations. On 1 February 2025, President Trump issued three executive orders directing the U.S. to impose tariffs on imports from Mexico, Canada and China. Initial analysis led the Investment Manager, alongside its operating partner in Texas, to conclude that the imposition of the tariff should not have an impact on the northbound flow of product from Mexico into the Company's terminals in the Port of Brownsville. From the information available at time of the announcement of these tariffs, it is considered that the potential financial impact of the tariff on customer revenues and business of the Company's terminal assets is low. Furthermore, customer contracts have been designed to manage downside risk and include minimum volume commitments regardless of throughput through the terminals. In January 2025, the Company refinanced the existing loan facilities to the asset, upsizing the facility from US$16 million to US$30 million, consisting of a US$15 million term loan and a US$15 million revolving credit facility. --- # **INVESTMENT MANAGER'S REPORT CONTINUED** ![img-16.jpeg](img-16.jpeg) ## **Gentian and Swedish solar and onshore wind portfolio** The acquisition of the solar and wind portfolio across Spain, Portugal, and Sweden marks our first investment in continental Europe, targeting opportunities in liberalised energy markets that have potential for higher captured prices. These higher captured prices are primarily driven by the retirement of baseload generation combined with the lack of flexible power generation. These markets offer further upside potential from greater than expected energy demand from data centres driven by artificial intelligence growth. Spain and Portugal, where over 95% of this programme is located, offer a particularly attractive investment opportunity. The rapid phase-out of coal and nuclear in Spain, coupled with the increasing risk of droughts, is reducing its baseload energy capacity rapidly. Additionally, Spain's energy mix remains heavily reliant on gas-fired power plants, making the market more dependent on global LNG supply and therefore their energy markets are more sensitive to fluctuations in the gas markets. Furthermore, Spain and Portugal are constrained markets due to their limited interconnection with the rest of Europe and any disruption in its baseload supply results immediately in a sharp increase in energy prices. These dynamics create a unique market dislocation, opening up arbitrage opportunities for hybridised assets that combine different energy sources and battery storage systems. Spain is progressing rapidly in approving a capacity market, which further enhances the attractiveness of investing in hybrid assets. Once our portfolio is fully operational on the power generation side, we intend to begin hybridising these assets. This next value creation phase will consist of adding co-located Lithium-Ion BESS, to serve the nascent capacity market, to capture the intraday market volatility and decrease the risk of curtailment. The Company acquired this portfolio in Q3 2024, consisting of five solar PV and wind assets across Spain, Portugal, and Sweden, as well as the project rights to four ready-to-build ("RTB") solar PV assets in Spain. However, due to interconnection delays encountered on two of these RTB assets, pushing completion to 2027, the Investment Manager has taken the prudent step of returning the project rights of these two assets, at no cost. Consequently, there is no longer a need for a co-investor and the Company can complete construction of the entire programme with its initial equity investment and project finance debt, whilst maintaining its 80% ownership of the entire portfolio (the remaining 20% will be owned by the operating partner in Spain). The programme now consists of seven assets with a total capacity of 158.1MW: - 3.7MW operational solar PV in Spain; - 6MW operational onshore wind in Sweden; - 20MW solar PV under construction in Portugal; - 10.3MW solar PV under construction in Spain; - 19.8MW RTB onshore wind in Spain; and - 98.3MW RTB solar PV in Spain across two sites. The leverage in the programme is expected to be approximately 50% LTV. The 10.3MW solar site in Spain is mechanically complete and is expected to be energised in H1 2025. The 20MW solar PV site in Portugal is expected to reach operational status in H2 2025. Once the seven sites are fully operational, the levered expected returns remain unchanged and are in line with the Company's target return. The Investment Manager also expects the mid-teen target returns following the implementation of the value creation initiatives to remain unchanged. During the remainder of the first half of 2025, we will focus on working with the bank syndicate to achieve financial closing and commence construction of both the solar sites in Spain and the 19.8MW RTB onshore wind in Spain. ## **2024 Portfolio Operational & Financial Performance** | | | Period | | | | --- | --- | --- | --- | --- | | Programme | 2024 | 2023 | Change | | | US terminal storage assets | 13,069,960 bbls | 12,831,553 bbls | +1.86% | ▲ | | Australian solar PV with BESS | 36,182 MWh | 22,919 MWh | +57.87% | ▲ | | Brazilian solar PV | 39,665 MWh | 41,161 MWh | -3.63% | ▼ | | Brazilian hydro facility | 780,542 MWh | 781,482 MWh | -0.12% | ▼ | | | | | **Provision** | | | Programme | 2024 | 2023 | Change | | | US terminal storage assets | US$34.7m | US$23.7m | +3.99% | ▲ | | Australian solar PV with BESS | AUD 6.4m | AUD 2.6m | +143.45% | ▲ | | Brazilian solar PV | BRL 23.7m | BRL 12.8m | +85.67% | ▲ | | Brazilian hydro facility | BRL 179.2m | BRL 159.2m | +12.58% | ▲ | | | | | **ERITDA** | | | Programme | 2024 | 2023 | Change | | | US terminal storage assets | US$13.9m | US$13.5m | +2.93% | ▲ | | Australian solar PV with BESS | AUD 4.7m | AUD 1.7m | +169.96% | ▲ | | Brazilian solar PV | BRL 14.0m | BRL 5.5m | +155.06% | ▲ | | Brazilian hydro facility | BRL 110.5m | BRL 112.9m | -2.07% | ▼ | **Note:** The output, net revenue, and EBITDA figures reflect assets under operation as at 31 December 2024. The energy output figure for the Brazilian solar PV assets represents the total generation that was invested to the clients; it is directly related to the revenue generated by the assets. The energy output figure for the Brazilian hydro facility represents total net generation. ## **Portfolio Revenue Projection** ![img-17.jpeg](img-17.jpeg) **Note:** The current contracted revenues of the underlying portfolio are based on various contract durations. The above projections are based on the Investment Manager's intended contracting strategy over the life of the portfolio. The above graph is for illustrative purposes only and should not forecast or intend to forecast future events. Assumptions contained should not be relied upon to make investment decisions are these assumptions are not guaranteed and projected revenues are based on estimates. --- # INVESTMENT MANAGER'S REPORT CONTINUED ## Net Asset Value NAV Bridge for the year ended 31 December 2024 (£'m) ![img-18.jpeg](img-18.jpeg) The NAV of the Company decreased from £483.8m at 31 December 2023 to £408.5m at 31 December 2024. The key NAV drivers for the period under review were: - Unfavorable foreign exchange rates resulting in a £41m reduction in the NAV. - Discount rates increasing during the period under review mainly driven by an increase in risk free rate from 4.19% to 4.86% and an increase in country risk premium for Brazil from 2.43% to 3.80%. ## Value Input Sensitivities | | | | 31 Dec 24 | 31 Dec 23 | | --- | --- | --- | --- | --- | | Discount rate | Weighted Average | US terminal storage assets | 6.94% | 6.91% | | | Weighted Average | Australian solar PV with battery storage assets | 7.77% | 7.74% | | | Weighted Average | Brazilian solar PV assets | 10.33% | 9.67% | | | Weighted Average | Brazilian hydro facility | 10.16% | 9.54% | | | Weighted Average | Iberian and Swedish solar PV and wind assets | 9.15% | n/a | | Long-term inflation | United States | US terminal storage assets | 2.15% | 1.62% | | | Australia | Australian solar PV with battery storage assets | 2.47% | 2.42% | | | Brazil | Brazilian solar PV assets & Brazilian hydro facility | 2.97% | 3.03% | | | Spain | Spanish solar PV asset | 2.00% | n/a | | | Sweden | Swedish onshore wind asset | 2.00% | n/a | | Total asset life | Years | US terminal storage assets | 30 years | 30 years | | | Years | Australian solar PV with battery storage assets | 25 years | 25 years | | | Years | Brazilian solar PV assets | 25 years | 25 years | | | Years | Brazilian hydro facility | 25 years | 25 years | | | Years | Iberian and Swedish solar PV and wind assets | 25 years | n/a | | Exchange rate | GBP:USD | US terminal storage assets | 1:1.2527 | 1:1.2732 | | | GBP:BRL | Brazilian solar PV assets & Brazilian hydro facility | 1:7.7486 | 1:6.1771 | | | GBP:AUD | Australian solar PV with battery storage assets | 1:2.0235 | 1:1.8689 | | | GBP:EUR | Iberian and Swedish solar PV and wind assets | 1:1.2098 | n/a | --- ![img-19.jpeg](img-19.jpeg) ## NAV Sensitivities 31 December 2024 | Discount rate $(+1.5 \%-1.5 \%)$ | $\begin{gathered} -1.07 \% \\ -8.33 p \end{gathered}$ | $\begin{gathered} 1.66 \% \\ 10.31 p \end{gathered}$ | | --- | --- | --- | | Inflation $(-1.0 \%-+1.0 \%)$ | $\begin{gathered} -5.76 \% \\ -7.94 p \end{gathered}$ | $\begin{gathered} 2.06 \% \\ 8.31 p \end{gathered}$ | | Operating expenses $(+5.0 \%-5.0 \%)$ | $\begin{gathered} -1.93 \% \\ -1.99 p \end{gathered}$ | $\begin{gathered} 1.95 \% \\ 2.02 p \end{gathered}$ | | $\begin{gathered} \text { FX } \\ (+10.0 \%-10.0 \%) \end{gathered}$ | $\begin{gathered} -7.77 \% \\ -8.81 p \end{gathered}$ | $\begin{gathered} 1.46 \% \\ 3.86 p \end{gathered}$ | | Asset life $(-1$ yr/ +1 yr) | $\begin{gathered} -1.20 \% \\ -1.23 p \end{gathered}$ | $\begin{gathered} 1.19 \% \\ 1.23 p \end{gathered}$ | ## Key Sensitivities The above chart illustrates the sensitivity of the Company's NAV per share to changes in key input assumptions for assets in operation as at the year end. In performing the sensitivity analysis, it is assumed that potential changes occur independently of each other with no effect on any other assumption, and that the number of investments in the portfolio remains static throughout the modelled life. ## Discount rate A range of discount rates are applied in calculating the fair value of the investments, considering risk free rates, country-specific and asset-specific risk premia and betas. Discount rates for operational assets at 31 December 2024 are 6.9\% in the US (31 December 2023: 4.9\%), 7.8\% in Australia (31 December 2023: 7.7\%), 10.2\% for the Brazilian hydro facility (31 December 2023: 9.5\%), 9.1\% for the Iberian and Swedish portfolio and 10.3\% for the Brazilian solar PV assets (31 December 2023: 9.7\%). A 1.5\% increase (decrease) in discount rates across the portfolio decreases (increases) NAV by 8.33p (10.31p). ## Inflation The sensitivity assumes a 1\% increase or decrease in long-term inflation relative to the base case of $2.2 \%$ for the US assets, $2.5 \%$ for the Australian assets, $3.0 \%$ for the Brazilian assets, and $2.0 \%$ for the Iberian and Swedish operational assets for each year of asset life. A 1.0\% increase (decrease) in inflation rates across the portfolio increases (decreases) NAV by 6.61p (5.94p). ## Operating expenses The sensitivity assumes a 5\% increase or decrease in operating expense relative to respective contracts and budgets for each asset. A 5\% increase (decrease) in operating expenses across the portfolio decreases (increases) NAV by 1.99p (2.02p). ## Foreign exchange The sensitivity assumes a 10\% increase or decrease in foreign exchange movements against the sterling. The Company seeks to manage its exposure to foreign exchange movements by hedging short-term distributions from non-sterling investments to maintain a healthy dividend cover but, due to long-term inflation-linked revenues stemming from these investments, the Company does not hedge the principal value of the investments. A 10\% increase (decrease) in foreign exchange rates across the portfolio decreases (increases) NAV by 8.01p (9.80p). ## Asset life The sensitivity assumes a one-year increase or decrease in asset life relative to the base cases of 30 years for the US terminal storage assets, 25 years for the Australian solar PV with battery storage assets, Brazilian solar PV assets, Brazilian hydro facility, and the Iberian and Swedish solar PV and onshore wind assets. A 1 year increase (decrease) in asset lives across the portfolio increases (decreases) NAV by 1.23p (1.23p). ## Resource sensitivity The portfolio has little resource risk sensitivity given the availability based nature of the US terminal storage assets, the base load generation profile of the Brazilian hydro facility, the UK flexible power with CCR assets, and the addition of battery storage to the Australian solar PV assets to mitigate solar intermittency risk --- # **ENRG investment model** ![img-20.jpeg](img-20.jpeg) ## Opportunity-specific UN SDGs - **Investment pathways** - **Climate change** - **Energy access** - **Energy efficiency** - **Market liberalisation** - **Investment decision gates** - **Gate 1** - Assessment of opportunity and relevance to the Company's investment pathways - **Gate 2** - Assessment of whether there is any material breach of non-core UN SDGs - **Gate 3** - Assessment of the investment itself - **Investment of the asset** - **Investment risk** - **Investment decision gates** ![img-21.jpeg](img-21.jpeg) - **In-house sustainability expertise** - **Independent sustainability due diligence** - **Auditable monitoring framework to assess impact** - **Long term asset commercialisation strategy** - **Value creation adapting to changing market environment** - **Programmatic approach with developers** ## Three core criteria 1. **Investment decision gates** 2. **Efficiency** 3. **Economic impact** 4. **Economic impact of investment** 5. **Economic impact of investment** 6. **Economic impact of investment** 7. **Economic impact of investment** ## 1. **Investment decision gates** - **Efficiency**: 25% - **Economic impact**: 13% - **Investment risk**: 11% - **Economic impact**: 10% - **Investment risk**: 11% ## 2. **Efficiency** - **Economic impact**: 11% - **Investment risk**: 10% - **Economic impact of investment** ## 3. **Efficiency** - **Economic impact**: 10% - **Investment risk**: 9% - **Economic impact of investment** ## 4. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 5. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 6. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 7. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 8. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 9. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 10. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 11. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 12. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 13. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 14. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 15. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 16. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 17. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 18. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 19. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 20. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 21. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 22. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 23. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 24. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 25. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 26. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 27. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 28. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 29. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 30. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 31. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** ## 32. **Efficiency** - **Economic impact**: 9% - **Investment risk**: 9% - **Economic impact of investment** --- # ENRG joint-venture model Joint-venture model which levers multiple local operating partners with unique insights in local energy markets ## Key advantages - Long-term alignment of incentives with the Operating Partner - Partnership with highly skilled developers with specific insights into an energy market and institutional execution abilities - Access to pipeline of projects developed by those partners - Efficient deployment over a tangible pipeline reducing cash drag - No upfront development premium but conversion of development costs in a stake in the JV - Reduced operational risk with dedicated on-the-ground attention to the assets enabling a thorough value creation process --- The Company seeks to achieve its investment objective by making sustainable energy infrastructure investments across the EU and OECD group of nations predominantly, including but not limited to OECD Key Partner countries and OECD Accession countries. The Company's investments in global sustainable energy infrastructure must be: i. investments that support the pursuit and attainment of the United Nations Sustainable Development Goals (the "SDGs") where energy and energy infrastructure investments are a direct contributor to the acceleration of the energy transition towards a net zero carbon world; and ii. investments that can be categorised into one or more of the four investment pathways that guide the Company's investment strategy. These investment pathways are (1) Addressing Climate Change, (2) Energy Access, (3) Energy Efficiency, and (4) Market Liberalisation, and must also fall into one or a combination of the following categories: i. power, heat and green gas producing assets reliant on, but not limited to, wind, solar, biomass, natural gas and hydropower technologies; ii. production and refinement of fuels derived from biomass sources; iii. energy storage infrastructure such as containment and non-processing facilities for liquid and gas fuel sources, power storage utilising battery or gravity-based technologies; iv. energy transportation infrastructure such as pipelines, interconnectors and micro-distribution grids; v. distributed energy sources (heat, power, gas and steam) which are produced close to where it will be used, rather than at a large centralised plant elsewhere, delivered through a centralised grid infrastructure; and/or vi. equipment that is installed at the premises or on site, directly connected to the premises including, but not limited to, CHP units, CCHP plant schemes, HVAC units, lighting equipment, biomass boilers and steam raising boilers (including intermediate pressure (IP) steam processors), in each case, either already operating, in construction or ready-to-build ("Sustainable Energy Infrastructure Investments"). The Company looks to achieve NAV growth by investing in higher yielding Sustainable Energy Infrastructure Investments that are operational, in construction or "ready-to-build" but does not invest in assets that are under development (that is assets that do not have in place required grid access rights, land consents, planning and regulatory consents and commercial arrangements). The Company acquires a mix of controlling and non-controlling interests in Sustainable Energy Infrastructure Investments that are held within SPEs which the Company invests through equity and/or shareholder loan instruments. In certain instances, the SPE may hold one or more Sustainable Energy Infrastructure Investments of a similar type. The Company invests in SPEs structured as joint venture investments (JVs) or co-investments, including through minority stakes, where this approach is the only viable approach. Where the Company participates in a JV or a co-investment, it seeks to secure its rights through obtaining protective provisions in shareholders' agreements, joint venture agreements, co-investment agreements or other transactional documents, as well as board representation for the Investment Manager, and with the aim of trying to ensure that the investment is managed in a manner that is consistent with the Investment Policy. ## Diversification The Company aims to achieve diversification principally by making a range of Sustainable Energy Infrastructure Investments across a number of distinct geographies and a mix of proven technologies that facilitate the achievement of the SDGs. ## Investment restrictions The Company can invest (calculated at the time of investment) up to: - $25 \%$ of Gross Asset Value in any one Sustainable Energy Infrastructure Investment; - $40 \%$ of Gross Asset Value in a single technology; - $35 \%$ of Gross Asset Value in assets that are in construction or "ready-to-build"; - $40 \%$ of Gross Asset Value in assets that are located in any one country; - $30 \%$ of Gross Asset Value in assets that are owned or operated by a single developer; - $10 \%$ of Gross Asset Value in assets that are located in countries that are not members of the EU, OECD, OECD Key Partner countries or OECD Accession countries; and - $10 \%$ of Gross Asset Value in other closed-ended investment funds which are listed on the Official List. No investments are made in extraction projects for fossil fuel or minerals. Non-compliance resulting from changes in the price or value of investments following investment will not be considered as a breach of the investment restrictions. The Company holds its investments through one or more SPEs and the investment restrictions are applied on a look-through basis. In the event of any breach of the investment restrictions applicable to the Company, shareholders will be informed of the remedial actions to be taken by the Company through an RNS announcement. ## Cash management Whilst it is the intention of the Company to be fully or near fully invested in normal market conditions, uninvested cash or surplus capital or assets may be invested on a temporary basis in: - cash or cash equivalents, namely money market funds (as defined in the 'Guidelines on a Common Definition of European Money Market Funds' published by the Committee of European Securities Regulators (CESR) and adopted by the European Securities and Markets Authority (ESMA)) and other money market instruments (including certificates of deposit, floating rate notes and fixed rate commercial paper of banks or other counterparties having a "single A" or higher credit rating as determined by any internationally recognised rating agency selected by the Board which, may or may not be registered in the EU); and - any "government and public securities" as defined for the purposes of the FCA Rules, provided that not more than $20 \%$ of the Gross Asset Value, calculated at the time of investment, may be so invested, following the deployment of the Company's net issue proceeds. ## Borrowing policy The Company may make use of long-term limited recourse debt for Sustainable Energy Infrastructure Investments to provide leverage for those specific investments. Such long-term limited recourse debt will not, in aggregate (calculated at the time of entering into or acquiring any new long-term limited recourse debt), exceed $60 \%$ of the prevailing Gross Asset Value. In addition, the Company may make use of shortterm debt, such as a revolving credit facility, to assist with the acquisition of suitable opportunities as and when they become available. Such shortterm debt will be subject to a separate gearing limit so as not to exceed $30 \%$ of the Gross Asset Value at the time of entering into (or acquiring) any such short-term debt. In circumstances where these aforementioned limits are exceeded as a result of gearing of one or more Sustainable Energy Infrastructure Investments in which the Company has a noncontrolling interest, the borrowing restrictions will not be deemed to be breached. However, in such circumstances, the matter will be brought to the attention of the Board who will determine the appropriate course of action. ## Use of derivatives The Company may enter into hedging transactions for the purposes of efficient portfolio management, which may include (as relevant) short-term currency hedging (as described in the last published prospectus of the Company), interest rate hedging and power price hedging. The Company does not intend to use hedging or derivatives for investment purposes but may from time to time use risk management instruments such as forward contracts and swaps (collectively "Derivatives") to protect the Company from any fluctuations in the relative value of currencies against Pound Sterling, as well as to hedge against interest rates and power prices. The Derivatives must be traded by private agreements entered into with financial institutions or reputable entities specialising in this type of transaction and will be limited to maturities no longer than 12 months. The Company will target investments that provide sufficient asset-level returns to compensate for longer term fluctuations in exchange rates. Furthermore, asset level returns where possible will be linked to local inflation rates. --- Derivatives may be employed either at the level of the Company, at the level of the relevant SPE or at the level of any intermediate wholly owned subsidiary of the Company. All hedging policies of the Company will be reviewed by the Board and the Investment Manager on a regular basis to ensure that the risks associated with the Company's investments are being appropriately managed. Any derivative transactions carried out will only be for the purpose of efficient portfolio management and will not be carried out for speculative purposes. ## Amendment to investment policy As required by the Listing Rules, any material change to the investment policy of the Company will be made only with the approval of the FCA and shareholders, by ordinary resolution and will be notified to HMRC. If a change to the investment policy is material for the purposes of the AIFM Rules, the Investment Manager will need to notify the FCA prior to the implementation of such change and the change may not be implemented until the period of time prescribed in the AIFM Rules has elapsed without the FCA having objected to the change. ## Status of the Company The Company was incorporated on 30 October 2020. It is registered as a public limited company and is an investment company within the terms of section 833 of the Companies Act 2006. It has been approved by HMRC as an investment trust company in accordance with sections 1158/1159 of the Corporation Tax Act 2010. The Directors are of the opinion that the Company has conducted its affairs in compliance with sections 1158/1159 during the year ended 31 December 2024 and intends to continue to do so. The Company's shares trade on the premium segment of the Main Market of the London Stock Exchange. It is a member of the Association of Investment Companies (the "AIC"). The Company and the Board are governed by its Articles of Association (the "Articles"). Any amendments to the Articles must be approved by shareholders by way of a special resolution. ## Employees, human rights, social and community issues The Board recognises the requirement under Companies Act 2006 to detail information about human rights, employees and community issues, including information about any policies it has in relation to these matters and the effectiveness of these policies. These requirements, which may apply to the Company's investments, do not apply to the Company as it has no employees, all the Directors are non-executive and it has outsourced all its functions to third party service providers. The Company has therefore not reported further in respect of these provisions. The Company is not within the scope of the Modern Slavery Act 2015 because it has not exceeded the turnover threshold and therefore no further disclosure is required in this regard. The Directors are satisfied that, to the best of their knowledge, the Company's principal suppliers comply with the provisions of the Modern Slavery Act 2015 and maintain adequate safeguards in keeping with the provisions of the Bribery Act 2010 and Criminal Finances Act 2017. Details about the Company's approach to sustainability are set out on pages 52 to 68. ## Diversity As at 31 December 2024, the Board comprised three female and two male Directors. It is the Company's aim to have an appropriate level of diversity on the Board. The Board welcomes the recommendations from the FTSE Women Leaders Review on gender diversity on boards and the Parker Review about ethnic representation on boards. The Company conformed with the gender and ethnic diversity targets during the year under review. See pages 108 to 109 for further details of the Board's diversity policy and compliance with the recommended diversity targets. As the Company has no employees, there is nothing further to report in respect of gender representation within the Company. --- ## Financial KPIs ## NAV per share growth $-11.4 \%$ ## Definition NAV divided by number of shares outstanding as at 31 December 2024. ## Commentary The NAV has decreased to 103.21 p since 31 December 2023 (31 December 2023: 116.46p). Alternative performance per share measures are defined on pages 148 to 149. ## Dividend per share ## 5.71p ## Definition Aggregate dividends declared per share in respect of the financial year. ## Commentary The Company's target was to pay a dividend of 5.68 p per share in respect of the year to 31 December 2024 (31 December 2023: 5.56p). With the declaration of the interim dividend of 1.45 p per share on 21 February 2025, the total dividend for 2024 is 5.71 p per share. Total NAV return for the year ## $-4.3 \%$ ## Definition A measure of performance that includes both income and capital returns. This takes into account capital gains and any dividends paid out by the Company during the year. ## Commentary Total return reflects continued underlying delivery to shareholders (31 December 2023: 14.5\%). Alternative performance measures are defined on pages 148 to 149. ## Ongoing Charges Ratio ## 1.5\% ## Definition Annualised ongoing charges (i.e. excluding investment costs and other irregular costs) divided by the average published undiluted NAV in the period, calculated in accordance with AIC guidelines. ## Commentary The Company's ongoing charges ratio was slightly higher than the previous year (31 December 2023: 1.4\%). Alternative performance measures are defined on pages 148 to 149. ## Operational KPIs Largest three investment programmes as a proportion of NAV ## 63.3\% ## Definition Value of the three largest investment programmes divided by the NAV at period end. ## Commentary The three largest investment programmes are the US terminal storage assets, the Brazilian hydro facility and the UK Flexible Power with CCR facility (31 December 2023: 59.8\%). Largest investment programme as a proportion of NAV ## 29.3\% ## Definition Value of largest investment programme divided by NAV at period end. ## Commentary The largest investment programme within the Company's portfolio is the US terminal storage assets (31 December 2023: 24.9\%). ## Climate-related KPIs Total renewable energy generated and injected into the grid (MWh) ## 856,666 ## Definition Underlying portfolio energy generated from renewable assets in MWh. ## Commentary The portfolio's generation for 2024 in MWh (31 December 2023: 844,434), equivalent of the annual electricity use of approximately 317,284 (31 December 2023: 312,750 ) UK homes. Total avoided carbon emissions (tonnes $\mathrm{CO}_{2} \mathrm{e}$ ) 262,501 ## Definition A measure of our success in investing in projects that have a positive environmental impact. ## Commentary The portfolio's total GHG emissions avoided in $\mathrm{ICO}_{2} \mathrm{e}$ from displacing fossil fuel derived electricity (31 December 2023: 252,671 (recalculated)), equivalent to removing about 163,500 (31 December 2023: 157,455 (recalculated)) average sized cars from UK roads. Weighted average carbon intensity per $\$ 1 \mathrm{~m}$ revenue (tonnes $\mathrm{CO}_{2} \mathrm{e} / \mathrm{Sm}$ ) ## 60 ## Definition Portfolio's exposure to carbon-intensive companies, expressed in tonnes $\mathrm{CO}_{2} \mathrm{e} / \mathrm{Sm}$ revenue. ## Commentary The calculation covers operational scope 1 and 2 emissions (31 December 2023: 42). Emissions from assets under construction are not factored into the calculations. --- # **STAKEHOLDER ENGAGEMENT** ## **Overview** This section of the annual report covers the Board's considerations and activities in discharging their duties under section 172 of the Companies Act 2006, in promoting the success of the Company for the benefit of the members as a whole. Stakeholders are integral to the long-term success of the Company. The Directors recognise that, both individually and collectively as the Board, their overarching duty is to act in good faith and in a way that is most likely to promote the success of the Company. As set out in section 172 of the Companies Act 2006, the Directors act for the benefit of shareholders and in the interests of stakeholders as a whole, having regard, amongst other matters, to: - the likely consequences of any decision in the long term; - the need to foster the Company's business relationships with suppliers, customers, and others; - the impact of the Company's operations on the community and the environment; - the desirability of the Company maintaining a reputation for high standards of business conduct; and - the need to act fairly between shareholders of the Company. All Board discussions include consideration of the longer-term consequences of any key decisions and their implications for the relevant stakeholders. ## **Stakeholders** A company's stakeholders are normally considered to comprise its shareholders, employees, customers, suppliers, as well as the wider community in which the company operates and impacts. The Company is different in that as an investment trust it has no employees and, in terms of suppliers, it receives professional services from a number of different providers, principal amongst them being the Investment Manager. Through regular engagement with its stakeholders, the Board aims to gain a rounded and balanced understanding of the impact of its decisions. The Company recognises the importance of maintaining high standards of business conduct and seeks to ensure that these are applied in all of its business dealings and in its engagement with stakeholders. These engagement mechanisms are kept under review by the Directors and are discussed on a regular basis at Board meetings to ensure that they remain effective. The importance of stakeholders is taken into account at every Board meeting, with discussions involving careful consideration of the longer-term consequences of any decisions and their implications for stakeholders. Details of how the Board seeks to understand the needs and priorities of the Company's stakeholders and how these are taken into account during all its discussions and as part of its decision-making are set out below. ## **Key decisions made during the year** ### **Share buyback programme** The Board continually evaluates the optimum capital allocation strategy for the Company, balancing the need to maintain a strong balance sheet in order to support existing portfolio assets alongside further investment opportunities and returning capital to shareholders via dividends or share buybacks. In recognition of the discount at which the Company's share price was trading relative to its NAV per share and its impact on shareholder returns, on 15 September 2023 the Company announced a share buyback programme (the "buyback programme") for up to £10m. On 22 February 2024 the Company announced an increase in the buyback programme by an additional £10m bringing the total buyback programme to £20m. The buyback programme ended on 8 November 2024. Details of the shares repurchased under the buyback programme are set out on page 144. ### **Board changes** Mr Firth was appointed as a non-executive Director of the Company on 20 February 2025. As announced by the Company on 20 February 2025, Ms Stephens does not intend to stand for re-election at the upcoming AGM due to personal reasons and, as such, Mr Firth will take over the position of the Chair of the Audit Committee as of the date of the AGM. | Stakeholder | Importance | How the Company engages | | --- | --- | --- | | Shareholders | Continued shareholder support and engagement are critical to the existence of the Company and the delivery of its long-term strategy. The Board and the Investment Manager give a high priority to ensuring that shareholders understand the Company's strategy and goals and can monitor its performance through the robust corporate governance processes established by the Company. | The Board welcomes shareholders' views and is committed to maintaining open and transparent channels of communications with them. The Board is responsible for the content of communication regarding corporate issues and for conveying its views to shareholders. It aims to ensure that shareholders are provided with sufficient information to understand the risk/reward balance to which they are exposed by investing in the Company. The methods of engaging with shareholders include: | ### **Publications** The Annual and Interim Reports are made available on the Company's website. These reports provide shareholders with a clear understanding of the Company's portfolio and financial position. In addition to the Annual and Interim Reports, the investor presentations made by the Investment Manager and any prospectuses and circulars issued by the Company are also available on the Company's website. The Company provides regular updates on portfolio acquisitions, capital raises, share buybacks and any other relevant matter by way of market announcements. ### **Annual General Meeting** All shareholders are encouraged to attend and vote at the AGM and at any general meetings of the Company, during which the Board and the Investment Manager are available to discuss issues affecting the Company and answer any questions. The Company values any feedback and questions it may receive from shareholders ahead of and during the AGM and takes action, as appropriate. ### **Shareholder meetings** The Investment Manager, along with the Broker, regularly meets with the Company's shareholders to provide Company updates and to foster regular dialogue. Feedback from all shareholder meetings and investors' views are shared with the Board on a regular basis. The Chair and the Senior Independent Director regularly meet with shareholders. ### **Shareholder concerns** Shareholders wishing to communicate directly with the Board or the Investment Manager to raise any issues or concerns, should contact the Company Secretary at the registered office address. The Chair, Senior Independent Director and the other Directors are available throughout the year to meet with shareholders to understand their views on the Company's performance and governance where they wish to do so. Relations with shareholders are also considered as part of the annual Board evaluation process. ### **Investor relations updates** The Board regularly monitors the shareholder profile of the Company. With the majority of shareholders being a combination of institutional investors and private client brokers, the Board receives regular updates on investors' views and attitudes from the Company's Broker and the Investment Manager. The results of these meetings are reported to the Board as part of the formal reporting undertaken by both the Investment Manager and the Broker. The details of substantial shareholdings in the Company are included in the Directors' Report on page 87. --- | Stakeholder | Importance | How the Company engages | | --- | --- | --- | | Investment Manager | The Investment Manager's performance is critical for the Company to achieve positive and consistent long-term returns in line with its investment objective. | The Board believes that maintaining a close and constructive working relationship with the Investment Manager is crucial to promoting the long-term success of the Company in an effective and responsible way. Representatives of the Investment Manager attend Board meetings and provide reports on the current and future activities, portfolio investments, performance, operational and administrative matters. An open discussion regarding such matters is encouraged, both at Board meetings and by way of ongoing communication between the Board and the Investment Manager, facilitating a positive environment for constructive challenge and cooperative development of solutions. Board members are encouraged to share their knowledge and experience with the Investment Manager and they recognise that the long-term health of the Investment Manager is in the interests of shareholders as a whole. The Board, through the Management Engagement Committee, keeps the ongoing performance of the Investment Manager under continual review and conducts an annual appraisal to consider its terms of engagement. Details regarding the continuing appointment of the Investment Manager are set out on page 110. | | Other key service providers | As an investment company, all services are outsourced to third party service providers. The Board is conscious that it is critical to foster good working relationships with them. | The Board believes that strong relationships with its other key service providers, namely the Company Secretary, the Administrator, the Depositary, the Broker and the Registrar, are important for the long-term success of the Company. The Board maintains regular contact with its key external providers and receives regular reporting from them, both through the Board and Committee meetings, as well as outside of the regular meeting cycle. Their advice, as well as their needs and views, are routinely taken into account. Through its Management Engagement Committee, the Board formally assesses their performance, fees and continuing appointment at least annually to ensure that the key service providers continue to function at an acceptable level and are appropriately remunerated to deliver the expected level of service. The Audit Committee also reviews and evaluates the control environment in place at each key service provider. | | Lenders | Availability of funding and liquidity are crucial to the Company's ability to take advantage of investment opportunities as they arise. | The Company does not make use of structural debt in order to achieve its yield and total return targets. To date, the portfolio has been equity funded allowing for efficient asset acquisition. Once assets have been acquired and are operational, the Investment Manager, through its extensive international network of funding partners, may seek the most efficient debt funding on a non-recourse basis. | | Society and the environment | It is of utmost importance to the Company that it positively impacts local communities through its sustainable environmental initiatives, investment in areas undergoing regeneration and local employment practices. | As an investor in sustainable energy, the Company's assets have an impact on the environment. The Company has a Sustainability Framework which is published on the Company's website and our approach to sustainability is set out in the Sustainability section of the report. | # PRINCIPAL RISKS \& UNCERTAINTIES The Board, through delegation to the Audit Committee, has undertaken a robust assessment and review of the emerging and principal risks facing the Company, together with a review of any new risks which may have arisen during the year, including those that would threaten its business model, future performance, solvency or liquidity. These risks are formalised within the Company's risk matrix, which is regularly reviewed by the Audit Committee. As part of its risk management process, the Audit Committee seeks to identify emerging risks to ensure that they are effectively managed as they develop and are recorded in the risk matrix. The Directors are focused on the risk presented to the Company by the discount to NAV being high for reasons not under the Company's control. Given the market conditions, the Company has not been unable to raise additional funds for investments to drive further growth and diversification in the portfolio. The result is the actual return to shareholders may be materially lower than the total target return. At the same time the Directors are focused on the Investment Manager managing the Company's liquidity. The risk of Compliance with Disclosure Regulation, including anti-greenwashing rules and climate related disclosures has increased and is therefore included in the list below for this year. Some risks in relation to current investments have been considered by the Directors to be relatively low and well managed: demand, usage and throughput, and meteorology, reliance on third party service providers, physical and transition risks. These have been removed from the list below this year. Information about the Company's internal control and risk management procedures are detailed in the Corporate Governance Statement on pages 92 to 97. The principal financial risks and the Company's policies for managing these risks, and the policy and practice with regard to the financial instruments, are summarised in note 12 to the financial statements. | Risk | Description of Risk | Risk Impact | Mitigation | | --- | --- | --- | --- | | 1. Risks relating to the Company | | | | | Reliance on Investment Manager | The Company relies on the Investment Manager for the achievement of its investment objective. | The departure of some or all of Victory Hill's investment professionals could prevent the Company from achieving its investment objective. There can be no assurance that the Directors will be able to find a replacement manager if Victory Hill resigns. If a successor cannot be found, the Company may not have the resources it considers necessary to manage the Portfolio or to make investments appropriately and, as a result there may be a material adverse effect on the performance of the Company's NAV, revenues and returns to shareholders. | The Investment Manager consists of five managing partners supported by five investment professionals. The total Investment Manager personnel is 15 , which includes the Investment, Finance, Sustainability, Compliance, Data Analytics and Investor Relations teams. A collegiate approach is taken to investment management activities with the team having a broad range of skills to support the pursuance of the Company's investment objective. The performance of the Company's Investment Manager is closely monitored by the Board. In addition, at least once a year the Management Engagement Committee performs a formal review process to consider the ongoing performance of the Investment Manager and makes a recommendation on the continuing appointment of the Investment Manager to the Board. The initial term of the investment management agreement is 5 years (ending in February 2026). | --- | Risk | Description of Risk | Risk Impact | Mitigation | | --- | --- | --- | --- | | Target Total Return | The Target Total Return is based on estimates and assumptions that are inherently subject to significant commercial, economic and market uncertainties and contingencies, and the actual return to Shareholders may be materially lower than the Target Total Return. | Target Total Return requires access to capital to maintain and enhance asset returns. Should access to capital become restricted, asset returns may be impacted. | The Investment Manager has prepared a model of returns and performs extensive due diligence on investments. Furthermore, investment performance is monitored regularly against expected returns. The Board regularly reviews the Company's investment performance against its stated objective. | | Currency risks | The Company will make investments which are based in countries whose local currency may not be Sterling and the Company may make and/or receive payments that are denominated in currencies other than Sterling. | When foreign currencies are translated into Sterling there could be a material adverse effect on the Company's profitability, the NAV and the price of the shares. | Investments are held for the long term. The Company enters into hedging arrangements for periods up to 12 months to hedge against short-term currency movements. Currency risk is taken into consideration at time of investment. The movement in NAV attributable to currency movements is disclosed to investors each quarter with the NAV update. | | Liquidity risks | Risk that sufficient cash funds are not in place in order to meet commitments for investment, dividends, buy-backs of shares and ongoing fund costs. | Risk that unexpected calls are made on investments. | The fund is investing in a mixture of operating and construction assets. Operating assets have the benefit of providing cash flows. The Investment Manager provides an annual budget to the Board for approval. Performance vs budget is monitored on a quarterly basis by the Investment Manager and the Board. The Investment Manager monitors liquidity of the Company vs forecast investment, dividend and share buyback commitments. Liquidity is represented in cash, money market investments and fixed term deposits. In the case of share buybacks to manage share price discount vs. NAV, the ultimate buyback is subject to sufficient funds to pay dividends, market conditions and Board discretion. Liquidity constraints will be considered before share buybacks and/or return of capital to shareholders is executed. | | Risk | Description of Risk | Risk Impact | Mitigation | | --- | --- | --- | --- | | 2. Risks relating to the portfolio investment strategy | | | | | Illiquidity of investments | The Company's investments in Sustainable Energy Infrastructure Investments are illiquid and may be difficult to realise at a particular time and/or at the prevailing valuation. | Shareholder returns could be materially negatively impacted should the Company be required to realise them in the near term (requirement for early liquidity). | The Company is expected to hold most of its investments on a long-term basis. A continuation note is set for the AGM in 2026 which is expected to be around May 2026 and which, if not passed, could ultimately result in the discontinuation of the Company. The Investment Manager and the Board will monitor the position on a regular basis. | | Market conditions | Market conditions may delay or prevent the Company from making appropriate investments that generate attractive returns. | The actual return to shareholders may be materially lower than the target total return. | The Investment Manager monitors returns on investments including capital requirements for portfolio to maintain or enhance portfolio returns. The senior management team at the Investment Manager have extensive experience in executing strategies similar to that of the Company. The Company is invested across a number of investment programmes and assets that generate returns in line with the fund projected returns. | | Concentration risk | Concentration risk in relation to exposure to individual Sustainable Energy Infrastructure Investments, technology and geography. | Targeted returns may be materially negatively impacted if those Sustainable Energy Infrastructure Investments, geographies and/or technologies, do not deliver the returns anticipated by Victory Hill. | Limits are set out in the Investment Policy to mitigate concentration risk. At the time of making investments, concentration risk is taken into consideration. The Investment Manager will monitor exposures and the position will be regularly reviewed by the Board. | | 3. Risks relating to investments | | | | | Construction risks | Construction project risks associated with the risk of inaccurate assessment of a construction opportunity, delays or disruptions which are outside the Company's control, changes in market conditions, and the inability of contractors to perform their contractual commitments. | Failure to complete projects in accordance with expectations could adversely impact the Company's performance and shareholder returns. | The Investment Manager undertakes extensive due diligence on construction opportunities and seeks to have appropriate insurances in place to mitigate any costs relating to delays. In addition, the Investment Manager seeks to utilise EPC contractors that can provide single point, lump sum turnkey arrangements wherever possible. The Investment Manager monitors construction carefully and reports frequently to the Board where issues with contractors arise, the Investment Manager has the experience and expertise to identify and contract with alternative contractors. The fund is fully invested. The overall construction weighting of the portfolio is reducing as the portfolio moves from the construction to operational phase. | --- | Risk | Description of Risk | Risk Impact | Mitigation | | --- | --- | --- | --- | | Due diligence | Due diligence may not identify all risks and liabilities in respect of an investment. | Failure to identify risks and liabilities may impact the profitability or valuation of the investment. | The senior management team at the Investment Manager have extensive experience in executing strategies similar to that of the Company. Where appropriate, due diligence conducted by the Investment Manager is supplemented, for example, by independent legal, tax, accounting, commercial and technical advisers. | | Counterparty risks | Counterparties defaulting on their contractual obligations or suffering an insolvency event. | The failure by a counterparty to make contractual payments or perform other contractual obligations or the early termination of the relevant contract due to the insolvency of a counterparty may have an adverse effect on the Company's NAV, revenues and returns to shareholders. | Due diligence on counterparty risk is performed before entering into projects and counterparty risk is monitored on a regular basis. | | Uninsured loss and damage | The risk that an investment may be destroyed or suffer material damage, and the existing insurances may not be sufficient to cover all the losses and damages. | The actual return to shareholders may be materially lower than the target total returns. | An independent insurance adviser is appointed for each project to review project risks in conjunction with the Investment Manager and to ensure that appropriate insurance arrangements are in place. Insurance requirements are reviewed on an ongoing basis. | | Curtailment risks | Investments may be subject to the risk of interruption in grid connection or irregularities in overall power supply. | In such cases, affected investments may not receive any compensation or only limited compensation. | Extensive due diligence is performed on each project before investment. The Investment Manager constantly reviews curtailment risks. | | Commodity price risks | The operation and cash flows of certain investments may depend on prevailing market prices for electricity and fuel, and particularly natural gas. | The actual return to shareholders may be materially lower than the target total return. | The Company mitigates these risks by entering into (i) hedging arrangements; (ii) extendable short, medium and longterm contracts; and (iii) fixed price or availability-based asset-level commercial contracts. | | ESG risks | Material ESG risks may arise such as health and safety, unfair advantage, bribery, corruption and environmental damage including climate related risks. | If the Company fails to adhere to its ESG commitments this could result in shareholder dissatisfaction and adversely affect the reputation of the Company. | ESG is embedded in the investment cycle with a formal ESG matrix including a minimum target ESG score required for approval of any new investments. Ongoing operational and construction ESG risk management is reviewed periodically by the Investment Manager, who work closely with service providers on ESG and impact standards reporting. | | Risk | Description of Risk | Risk Impact | Mitigation | | --- | --- | --- | --- | | 4. Risks relating to the Company's shares | | | | | Discount to NAV | The share price may not reflect the underlying NAV. Discount management provisions being unable to be satisfied may result in a significant share price discount to NAV. | Lack of liquidity in the Company's shares could negatively impact on shareholder returns. | The Board, Broker and Investment Manager monitor the discount or premium to NAV at which the shares trade. However share buyback activities to date have had little impact on narrowing the discount between the NAV and the share price. | | 5. Risks relating to regulation | | | | | Regulation | The Company is exposed to the risk that the competent authorities may pass legislation that might hinder or invalidate rights under existing contracts as well as hinder or impair the obtaining of the necessary permits or licences necessary for Sustainable Energy Infrastructure investments in the construction phase. | The actual return to shareholders may be lower than the target total return. | The Company aims to hold a diversified portfolio of Sustainable Energy Infrastructure Investments and so it is unlikely that all assets will be impacted equally by a single change in legislation. The Investment Manager ensures that contracts are not exposed to government subsidies, thus mitigating exposure to policy risks linked to contract pricing. There is also strong public demand for support of the renewables market to hit 'net zero' carbon emission targets. The Investment Manager monitors the position and provides regular reports to the Board on the wider macro environment. | | Disclosure Regulation | Compliance with the terms of the Disclosure Regulation, including antigreenwashing rules and climate-related disclosures, may create significant additional compliance costs for the Company. | Non-compliance could result in damage in reputation, fines, and reduced investor confidence. | The Investment Manager actively monitors compliance with the Disclosure Regulation. | | 6. Operational risks | | | | | Operation and management risks of the portfolio assets | Poor management or operational performance of an asset by the Company's operating partners and selected operations and maintenance providers. | The actual return from single portfolio assets may be lower than the target total return for the asset. | Operating partners operate to an annual budget and a series of key performance indicators. The Investment Manager monitors the performance vs. annual budget and KPIs on a monthly and quarterly basis. On an annual basis the Operating partners are subject to an annual performance review across operational, ESG and financial KPIs. The Investment Manager provides quarterly reports to the Board on assetlevel performance. | --- | Risk | Description of Risk | Risk Impact | Mitigation | | --- | --- | --- | --- | | Valuation risk | Valuation of the portfolio of assets is based on financial projections and estimations of future results. | Actual results may vary significantly from the projections, which may reduce the profitability of the Company leading to reduced returns to shareholders and a fall in the Company's NAV. | The Company has adopted a valuation policy which was disclosed in the Company's prospectus. Fair value for each investment is calculated by the Investment Manager. However, if considered necessary and appropriate, the Board may appoint an independent valuer. The Investment Manager has significant experience in the valuation of energy assets. The Investment Manager has a valuation working group to perform and challenge valuations. In addition, the Investment Manager Portfolio Risk and Valuation Committee ("PRV") reviews and challenges valuations. The PRV Committee members are functionally independent from the team performing valuations. The Board reviews the valuations provided quarterly by the Investment Manager. As part of the annual audit, the Auditor reviews the valuations. To the extent possible, assumptions are supported by independent data sources. | ## Going concern The Directors have reviewed the financial position of the Company and its future cash flow requirements, taking into consideration current and potential funding sources, investment into existing and near-term projects and the Company's working capital requirements. Please refer to page 99 for detailed description on the Director's considerations in forming their view on going concern. Based on its assessment, the Directors have a reasonable expectation that the Company has sufficient resources to continue in operational existence for at least 12 months from the date of the approval of these financial statements. The Directors are not aware of any material uncertainties that may cast significant doubt upon the Company's ability to continue as a going concern. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. ## Viability statement In accordance with the Company's articles of association, a continuation vote is required every fifth AGM. The next continuation vote is expected to take place during the AGM around May 2026. The Directors have assessed the prospects of the Company over a period longer than 12 months required by the relevant "Going Concern" provisions. The Directors have considered the nature of the Company's assets and liabilities, and associated cash flows, and have determined that three years, up to 30 June 2028, is the timescale over which the performance of the Company can be forecast with a material degree of accuracy and therefore is the appropriate period over which to consider the Company's viability. The Investment Manager has considered the sensitivity of the financial projections to a range of key assumptions, such as the portfolio companies being owned by the Company until 30 June 2028, reduction in cash flows from portfolio companies, no debt availability, and the inability of the Company to raise additional equity. The results of this stress testing showed that the Company would be able to withstand the impact of these scenarios occurring over the three-year period. The Directors confirm they have carried out an assessment of the emerging and principal risks facing the Company, including those that would threaten its business model, future performance, solvency, liquidity, and dividend cover for a threeyear period. The Directors' assessment has been made with reference to the principal risks and uncertainties and emerging risks summarised on pages 45 to 50 and how they could impact the prospects of the Company. In particular, the Board has taken into account the current market conditions, and the discount of the share price to net asset value. This discount, ahead of the continuation vote in May 2026 may result in an uncertain outcome. Should the shareholders of the Company fail to vote in favour of the continuation of the Company in May 2026, the basis of preparation of the viability statement may change. Notwithstanding the uncertain outcome of the continuation vote in May 2026, the Directors have a reasonable expectation that the Company will be able to continue to operate and meet its liabilities as they fall due for a period of at least three years. ## Approval of the Strategic Report The Strategic Report was approved by the Board of Directors and signed on its behalf by: ## Bernard Bulkin Chair --- ![img-22.jpeg](img-22.jpeg) **The adoption of the 'Sustainability Impact' label reflects the Company's continued commitment to achieving its sustainability investment objective: to make an impact by supporting the attainment and pursuit of key SDGs where energy and energy infrastructure investments are a direct contributor to the acceleration of the energy transition.** > Eleanor Fraser-Smith > Head of Sustainability The environmental, social, and governance ("ESG") and sustainability regulatory environment continued to evolve in 2024. ENRG took steps to ensure alignment with new regulatory requirements. This included the ESMA guidelines on fund names using ESG or sustainability-related terms and the Financial Conduct Authority's ("FCA") *Sustainability Disclosure Requirements* ("SDR") and investment labels. ENRG announced the adoption of the 'Sustainability Impact' label under the SDR. This label identifies investment products that aim to achieve a pre-defined measurable impact in relation to an environmental and/or social outcome. ENRG was one of the first investment trusts to adopt the impact label which sets a high standard for process, transparency, and disclosure. ### **Sustainability Goal** The adoption of the 'Sustainability Impact' label reflects the Company's continued commitment to achieving its sustainability investment objective. ENRG's investments in sustainable energy infrastructure seek to make an impact by supporting the attainment and pursuit of key Sustainable Development Goals ("SDGs") where energy and energy infrastructure investments are a direct contributor to the acceleration of the energy transition. ENRG performance against this sustainability objective is measured by reference to key performance indicators (KPIs), see pages 54 and 55. --- #### **2024 SUSTAINABILITY PROGRESS** ![img-23.jpeg](img-23.jpeg) - **856,666mwh** clean energy generated and injected into the grid - **The equivalent of powering over 317,284¹** average size homes in the UK - **Solar 76,124mwh** - **Hydroelectric 780,542mwh** - **The electricity generated in Brazil is the equivalent of providing the average person's annual power needs for over 46,000²** Brazilians - **The hydro facility in Brazil has achieved GOLD under the Hydropower Sustainability Standard** - **1,977 tonnes of particulate matter (PM) 2.5 & 10 emissions avoided** - **22,402 tonnes of sulfur oxides displaced from the Mexican fuel value chain** - **The equivalent of removing over 163,500³** average sized cars from UK roads - **262,501 tonnes CO₂e emissions avoided by displacing grid emissions at the operating margin** --- # The Company's investments aim to create positive environmental impact by addressing climate change and air pollution challenges. The Company seeks to achieve this impact through implementing the investment strategy described on page 32 and the investment in, and management of, a diversified portfolio of sustainable energy infrastructure assets that support reduction or displacement of air emissions from conventional energy sources. The Company's investments must fall into categories under its 'Investment Universe'. The asset categories in the Investment Universe have been chosen as they directly contribute to the acceleration of the energy transition, and therefore support the reduction or displacement of air emissions. All ( $100 \%$ ) of the investments entered into by the Company must be aligned with this Sustainability Objective. If a potential investment does not fall within the Investment Universe, then the Company will not invest. If a potential investment meets the Investment Universe requirements it is further interrogated to assess alignment with additional Company investment criteria. This includes third party verification of contribution to core SDGs using a proprietary scorecard. ## Governance The Company's governance structure and composition is described in the governance section of this report. The highest governance bodies have responsibility for overseeing sustainability risks and opportunities and assessing effectiveness of related actions. The Independent Board of Directors has ultimate oversight for ESG aspects and sustainability objectives of investments and has a dedicated board member with responsibility for ESG and sustainability issues. They have responsibility for ensuring the reasonable expectations of shareholders are met and ensuring where responsibilities are delegated that objectives are achieved. The Investment Manager has been appointed by the Board to advise on investments and perform asset management activities. Delegated responsibilities include development and implementation of sustainability policies and processes and ensuring necessary resourcing. Oversight is achieved through several Investment Manager-administered subcommittees which include the Investment Manager's Head of Sustainability as a member. The Investment Manager subcommittees all have a role in embedding sustainability into decision making. ## Investment Manager Sub-Committees Investment Committee evaluates investment opportunities and ensures alignment with the SDG investment policy and inclusion of ESG due diligence and risk analysis in the investment process. The committee also provides oversight for investment stewardship activities, monitors investment ESG performance, and ensures actions and priorities are executed. Risk, Operations and Compliance Committee ensures ESG risks, including climate related physical and transition risks, are identified and corresponding controls are considered and implemented. The management of environmental and social related risks and opportunities is integrated into the Company's risk management framework. Sustainability Committee advises on ESG strategy, emerging ESG issues and provides recommendations on ESG integration into investment and asset management processes. This includes target setting, monitoring and reporting. The Investment Manager leadership team are permanent members of the three subcommittees. Decisions and programme updates are reported to the Board and Board committees. If an investment opportunity meets ENRO's Investment Universe and the opportunity is cleared by Victory Hill's investment committee, in depth investment due diligence is then conducted to understand the full impact of the opportunity. The investment memorandum with supporting commercial, project, sustainability and financial information is then submitted to the Board for feedback. The proposed acquisition is then submitted for approval by Victory Hill's Investment Committee, with the Board having an opportunity to provide feedback on the investment decision before it is implemented. --- # APPROACH TO SUSTAINABILITY CONTINUED ## Stewardship The Company's sustainable energy infrastructure assets are managed through active engagement and stewardship activities with asset operating partners. A key focus of engagement is implementing governance and reporting mechanisms with the operators to ensure transparency and accountability. Continuous performance improvement to drive risk management and sustainable value creation and impact is also a priority. An annually agreed sustainability action plan for each asset establishes main objectives. This document supports several aims: the monitoring of asset operators' compliance with their sustainability linked contractual arrangements; alignment of investments with global sustainability frameworks; creating consistency with the Investment Manager's sustainability and investment policies; and supporting an ESG risk and opportunity management approach to operation and activity management. KPIs and other performance metrics are collected from the asset operators' monthly with regular meetings with operating partners to track progress against performance metrics. The Investment Manager has established processes to monitor the performance of each asset and its operator to ensure alignment with strategic and operational objectives, as well as escalation procedures for assets that underperform. Engagement with operators to discuss remediation and improvements is the Investment Manager's preferred action. There were no actions taken under the escalation procedures during the financial year. These engagement and stewardship activities support the Company's achievement of the Sustainability Objective and delivery of the Impact. ## Stakeholder engagement The Company's investment strategy includes alignment with SDG 17 "Partnership for the Goals" recognising that the SDGs can only be met if all stakeholders work together to mobilise financial resources globally. This is the Company's approach to investment. The values of honesty and integrity, transparency and partnership are integral to stakeholder engagements. To enable ENRG's sustainability objectives there are key stakeholder engagements: - Investors - Operating Partners and their employees - Investment management employees - Engineering, procurement and construction contractors (EPC) - Communities - Offsiders, customers and clients - Local regulatory bodies The Environment is also a key stakeholder, and the Company measures the environmental footprint of its investments and seeks to make a positive contribution in the operating regions. The operating partners have responsibility for implementing a stakeholder engagement plan commensurate with operations. The Investment Manager has developed guidance and tools to assist operations in stakeholder mapping and engagement strategies. This approach recognises the interconnected systems and impacts in different energy value chains. Investment impacts on the Company's stakeholders are not always limited to the operational footprint. Taking a value chain view is therefore an important element of the Investment Manager's ESG risk analysis process and its efforts to mitigate risks in business relationships. ESG opportunities, risks and impacts on both the Company and from the Company's activities on stakeholders are in scope. These are communicated in the asset sustainability action plan which is informed by the external SDG assessment, due diligence and materiality analysis. The flow chart below identifies the sustainability inputs into the Company's investment process for risk and opportunity management. ## Sustainability and ESG risk analysis | Origination sustainability analysis | | | | --- | --- | --- | | Fund mandate, SDG and EU Taxonomy eligibility analysis internal evaluation | Due diligence questionnaire covering ESG red flags, do no harm criteria & ESG risk management and practices | External SDG and EU Taxonomy eligibility evaluation Investment SDG alignment, life cycle and value chain analysis | | (Stage: Preliminary Deal Analysis) | (Stage: Screening) | (Stage: Screening) | ## Sustainability action plan (SAP) | Sustainability materiality analysis and ESG risk and opportunity assessment informed by sector and geographic risks, project specific impacts and stakeholder mapping | The asset sustainability action plan addressing priority sustainability risks and opportunities with the aim to create additional sustainable value through environmental and community engagement | | --- | --- | | (Stage: Onboarding) | (Stage: Onboarding) | ## Monitoring, evaluation & reporting | Data collection and analysis of KPIs and targets to track SAP progress | Annual and periodic sustainability reports – KPIs and metrics assured externally | | --- | --- | | (Stage: Asset Management) | (Stage: Asset Management) | --- # APPROACH TO SUSTAINABILITY CONTINUED ## Materiality The principal risk and uncertainties table on page 45 includes those financially material environmental and social issues which are identified through the Company's risk management process. The Company also conducts a dedicated ESG materiality assessment for each asset programme in the portfolio which is reviewed annually or as required. There are several frameworks and standards that inform this process supporting a sector-specific view. This includes the International Sustainability Standards Board ("SSSB"); Sustainability Accounting Standards Board ("SASB"); Global Reporting Initiative ("GRI"); the Global ESG Benchmark for Real Assets; International Finance Corporation performance standards; Sustainable Finance Disclosure regulation ("SFDR") principle adverse impacts ("PAI"); Task Force On Climate Related Financial Disclosures ("TCFD") and additionally in 2024 the European Sustainability Reporting Standards ("ESRS") and the FCA SDR. The regional and geographic risks considered include those identified by Transparency International Corruption Perception Index, Freedom House Freedom in The World Index, Fund for Peace Fragile States Index, Global Slavery Index, Social Progress Index, and ILO Labour Rights as well as individual country climate pledges. Investment-specific attributes considered include the operational proximity to local communities, indigenous peoples, cultural heritage, ecological and biodiversity habitats, and operational activities such as noise, light, water use, discharge and waste that may impact external stakeholders and the environment. The stakeholders interacting with the operations including employees, communities, contractors, suppliers, and customers are considered along with the operating partner company's resourcing and ESG management policies and procedures. Risk and significance of material issues are assessed on this basis, accounting for the probability and severity of impacts and the quality of controls that the operating partner has in place. The diverse nature of the portfolio is reflected in varied range of operational priorities. The glossary on page 160 identifies some of the key issues assessed in the different asset materiality analyses. They were reviewed for likelihood, severity, time frame, and control effectiveness. With new regulation there has been an increased focus on the concept of double materiality which considers these two dimensions of impact materiality and financial materiality, taking a value chain and life cycle view of impact. ## Financial materiality A material issue for the Company is physical climate change such as extreme weather, which could present financial risk to the portfolio. This is a systemic issue for the energy sector which includes climate risks and opportunities, energy generation and operational emissions. These issues and the Company's management approach are explored in more detail in the TCFD section on page 70. The Company recognises that sustainability topics are naturally interconnected. ### Impact materiality Systemic risks such as climate change can also impact Company stakeholders. There are also local idiosyncratic risks at the operational level that may affect stakeholders including: - **Environmental impacts**: The Company is committed to not developing or operating assets on ecologically sensitive, protected, or conservation areas. However, there is recognition that construction and operational activities could contribute to nature loss. Mitigating and managing these impacts form part of the sustainability action plans. No severe impacts have been identified to date. More detail of active management is included in the environmental section of this report (page 65). - **Social impacts**: Suppliers in the cobalt and polysilicon supply chains that includes silicon components of solar cells have been implicated in forced labour practices and human rights abuses. The majority of solar cells contain Chinese origin silicon components so the likelihood of impact is high. Regulatory interventions and Company enhanced due diligence help reduce the risk. These potential impacts are discussed in the performance section below together with core operational social and environmental risk management. Collaboration with other organisations, industry peers, and stakeholders is crucial to address sustainability topics. The Investment Manager therefore is signatory, supporter, and member of organisations that seek to drive change through disclosure and partnership. These frameworks and guidelines also inform the Company's investment process and stewardship activities. ![img-24.jpeg](img-24.jpeg) --- The Company is committed to transparency and accountability and driving continuous performance improvement aligned with the highest standards for sustainability. To build confidence in data reported, the Company engaged Bureau Veritas to independently assure selected environmental and social metrics reported through a limited assurance engagement in accordance with the International Standard on Assurance Engagements ("ISAE") 3000 "Assurance Engagements Other than Audits or Reviews of Historical Financial Information," and ISAE 3410, "Assurance Engagements on Greenhouse Gas Statements." These standards provide a framework for assessing the completeness, accuracy, and reliability of the selected social and environmental disclosures. Social and environmental metrics annotated with $\ddagger$ have been covered in the assurance process. The assurance engagement data collection processes and methodologies were examined through the assurance process, and an opinion was provided on the disclosed information. The full independent Assurance Report including Bureau Veritas' assurance conclusion, assessment standard, scope of work, summary of work, and exclusions and limitations can be found on the Company website: https://www. globalenergyinfrastructure.co.uk. The basis of reporting and assurance opinion can also be found on the ENRG website. The basis of reporting provides detail of assets within scope of reporting and assurance. ESG data reported covers operational assets with more than six months of data. For 2024 that did not include any UK investments. All data is attributed to overseas entities. ## Streamlined energy and carbon reporting (SECR)* | | Energy use (MWh) | | GHG emissions (tunnes $\mathrm{CO}_{2} \mathrm{~K}$ ) | | | --- | --- | --- | --- | --- | | Year | Energy 2024 | Energy 2023 | GHG 2024 | GHG 2023 | | Scope 1 | $16,453^{1}$ | 17,905 | $2,985^{2}$ | 3,271 | | Scope 2 (location) | $4,656^{2}$ | 1,783 | $1,119^{3}$ | 518 | | Scope 2 (market) - on-site generation | $7,393^{3}$ | 8,172 | - | - | | Total Scope 1 \& 2 | 28,502 | 27,860 | 4,105 | 3,789 | | Scope 3 | - | - | $44,960^{4}$ | 29,013 | | Total (all scopes) | 28,502 | 27,860 | 49,064 | 32,802 | | GHG emissions avoided (solar only) | - | - | 40,827 | 17,663 | | GHG emissions avoided (location based) | - | - | - | 122,530 | | GHG emissions avoided (operating margin based) | - | - | 262,5014 | 252,6715 | - GHG emissions scope definitions and methodology: The Company collects GHG emission data monthly from its operational assets and reports totals annually. The Company uses the following standards to report its GHG emissions: the World Business Council for Sustainable Development and the World Resources Institute (IHIS) Protocol as of 21 December 2014, the GHG Protocol Scope 2 Guidance, and the Carbon Disclosure Standards Board. The Company defines its emissions boundary as those under majority ownership ("HDR"). 100\% of emissions reported are under the Company's financial control. The operational carbon footprint of assets is calculated from absolute energy consumption reported by the assets. Scope 1 comprises direct emissions from Company owned and controlled plant and equipment, including natural gas, propane, diesel and automotive fuel. Scope 2 comprises indirect emissions from purchased renewable and nonrenewable electricity using location based calculation method. Scope 3 comprises indirect emissions from non-Company owned and controlled plant and equipment, including freight in and outbound to the storage terminal, waste, water use and fuel and energy related activities not included in scope 1 and 2. Regional and country specific emission factors are used to calculate GHG emissions included IEA, IFI, UK BOS, US EPA and Australian National Greenhouse Accounting factors. In the 2023 annual report and accounts GHG emissions avoided were calculated using the location based grid mix emission factors to estimate emissions displaced from renewable energy generation. In 2024 an updated methodology has been used. Emissions avoided are determined by comparing the emissions from the renewable energy project to the emissions that would have been generated without the project (baseline emissions) using operating margin emission factor data. Baseline emissions represent the emissions that would have occurred under a business-as-usual scenario, typically from fossil fuel power plants. The Partnership for Carbon Accounting Financials ("PCAF") recommends using the operating margin ("OAF") emission factor for reporting the emissions avoided from renewable power project portfolios. The methodology for these factors is aligned with the International Finance Institution ("IFI") harmonized GHG accounting standards, which are calculated by the IFI Technical Working Group on Greenhouse Gas Accounting. ## Carbon footprint The Company investment objective supports climate action by accelerating the energy transition through its investments in climate-resilient energy infrastructure. The management of investment impacts, including measuring an asset's carbon footprint and taking action to decarbonise, is an important element in the Company's climate action approach. The table below covers the Company's scope 1, 2 and 3 emissions from the operational assets including the Australian solar PV with battery storage assets, Brazilian solar PV assets operational in 2024, Brazilian hydro facility, and US terminal storage assets. All sites provide operational data, however gaps remain in calculating scope 3 emissions due to difficulties sourcing data from the asset value chains, for example destinations of inbound and outbound freight for the US terminal storage assets. In this case an estimate was used based on industry knowledge. For the solar PV assets, the scope 3 emissions from transmission and distribution are accounted for. 2024 saw an increase in carbon emissions from electricity use. This is attributed to the maintenance activities at a Solar PV and battery storage asset in South Australia which resulted in less solar generation and increased import of electricity for storage in the battery. The emissions calculations use the average grid mix for the region, however it is worth noting that the BESS imports electricity at the lowest daily cost when renewable generation is high and exports at the operating margin when costs are high and generation is likely from high cost more pollution fossil sources. Accurately reflecting the source of electricity procured from a grid is a challenge. | | 2024 | | 2023 | | | --- | --- | --- | --- | --- | | GHG emission | Emissions | \% total | Emissions | \% total | | Scope 1 | | | | | | Subtotal | $2,985^{1}$ | $6.00 \%$ | 3,271 | $10.00 \%$ | | Mobile combustion - owned fleet | $82^{2}$ | $0.20 \%$ | 50 | $0.20 \%$ | | Stationary combustion (natural gas, diesel, propane) | $2,903^{3}$ | $6.00 \%$ | 3,220 | $10.00 \%$ | | Fugitive emissions | 0 | $0 \%$ | 0.52 | $0.002 \%$ | | Scope 2 | | | | | | Subtotal | $1,119^{3}$ | $2.00 \%$ | 518 | $1.60 \%$ | | Purchased and used electricity | $1,119^{3}$ | $2.00 \%$ | 518 | $1.60 \%$ | | Scope 3 | | | | | | Subtotal | $44,960^{4}$ | $92.00 \%$ | 29,013 | $88.00 \%$ | | Category 1: Purchased goods and services | $4^{2}$ | $0.01 \%$ | 4 | $0.0 \%$ | | Category 3: Fuel- and energy-related activities | $864^{3}$ | $2.00 \%$ | 739 | $2.00 \%$ | | Category 4: Upstream transport and distribution | $7,938^{3}$ | $16.00 \%$ | 6,853 | $21.00 \%$ | | Category 5: Waste | $14^{2}$ | $0.03 \%$ | 3.00 | $0.01 \%$ | | Category 7: Employee commuting | $16^{2}$ | $0.03 \%$ | 19 | $0.06 \%$ | | Category 9: Downstream transport and distribution | $36,123^{3}$ | $74.00 \%$ | 21,395 | $65.00 \%$ | | Total emissions | 49,064 | | 32,802 | | --- # 2024 ESG OPERATIONAL PERFORMANCE CONTINUED ## Programme embodied carbon – life cycle analysis | | Units | Australia | Brazil (Hydeo) | Brazil (Solar) | UK | Iberian and Somalia assets | Portfolio | | --- | --- | --- | --- | --- | --- | --- | --- | | Life time embodied emissions | tonnes CO2e | 132,871 | 175,382 | 114,276 | 1,321 | 12,370 | 436,220 | | Life time operational emissions | tonnes CO2e | 6,561 | 1,866 | 12,868 | 93,210 | 130 | 236,823 | | Total life cycle emissions | tonnes CO2e | 141,308 | 177,248 | 127,144 | 94,531 | 12,501 | 675,385 | | Life time emissions avoided | tonnes CO2e | 496,344 | 8,980,587 | 69,905 | 152,027 | 31,351 | 9,730,213 | | Average emissions avoided per annum | tonnes CO2e | 25,506 | 91,578 | 7,882 | 9,862 | 1,254 | 133,894 | | Emissions payback | years | 5.54 | 1.9 | 16.1 | 9.6 | 10.0 | 5.0 | | Emissions avoided since acquisition | tonnes CO2e | 48,995 | 155,914 | 10,058 | In construction | no data in 2024 | 214,955 | | Remaining emissions | tonnes CO2e | 92,312 | Complete | 117,085 | | | 460,430 | | Remaining payback | Years | 3.6 | Complete | 14.9 | | | 3.4 | The Company takes a life cycle approach to understand carbon impact and footprint of each of the renewable power generation investments and the future carbon capture project. The Company conducted a life cycle assessment ("LCA") of embodied emissions of the energy generation assets in the portfolio. This data was first published in the 2021 annual report. This analysis was updated with the acquisition of the Mascarenhas Brazilian hydro facility at the end of 2022 and the commissioning of the BESS system in the Australian solar PV sites and this year to account for the acquisition of a wind asset in Sweden and solar PV site in Gran Canarias, Spain. This analysis was completed by a third-party sustainability expert with the methodology described below. This is also a requirement for some assets under the EU SFDR regulation. The data was calculated on an average 25-year life cycle (longer for hydro) and includes import and export data that is indicative of full life emissions avoided. The LCA process for each asset was completed using actual and predicted asset data as far as possible, supported with data derived from the Ecoinvent database. This approach enabled the embodied tCO2e emissions within each asset to be calculated. These include emissions associated with raw material extraction, manufacture, transport, construction, operations and decommissioning and recycling. The objective was to understand more completely the emissions avoided for each asset and account for emissions associated with the development of each asset. The emissions avoided calculations within the LCA take into account local factors such as carbon intensity of the energy type being replaced at a local level and local irradiance levels. The expected decarbonisation of traditional baseload energy supply aligned with country commitments towards net zero by 2050 was also factored in. The calculations therefore accounted for expected decarbonisation trajectory of grid supplied energy and the tonnes CO2e avoided figures at all phases of the asset life cycle for each country in which assets are located. However, a declining grid carbon intensity has not been carried through for Brazil as the grid has established low carbon intensity. The Brazilian calculations therefore do not account for the type and carbon intensity of electricity generation being displaced by the solar PV assets, nor the benefits of distributed power generation. A reduction in electricity losses along transmission and distribution lines means the remote distributed solar PV assets in Brazil will provide a more efficient and cleaner source of energy locally, supporting future growth and energy access. The Company is tracking progress on carbon emission "payback" as calculated in the LCA, considering the estimated and actual energy generation and associated emissions avoided. The clean electricity generated is starting to payback that emitted and estimated in the asset lifetime. The Brazilian hydro facility was commissioned in 1974 and has a short "payback" period for its embodied emissions which means the facility is notionally providing zero emission electricity into the grid. Similarly the Swedish wind asset acquired in 2024 has historically generated enough clean energy to notionally "payback" embodied lifetime emissions. ## Environment The Company's investments aim to create positive environmental impact by addressing climate change and air pollution challenges. The assets support the decarbonisation of electricity grids in countries of operation and facilitate cleaner energy value chains through provision of strategic energy infrastructure. This impact is measured by the displacement of more carbon intensive electricity in grids or pollution fuels in value chains. | Environmental metrics (strategic impact) | Unit | 2024 | 2023 (Unit) | 2023 (GAF) | | --- | --- | --- | --- | --- | | Renewable energy generated | MWh | 856,566^{2} | 844,424 | | | Renewable energy generated (solar only) | MWh | 76,124^{2} | 62,952 | | | Nitrous Oxides (NOx) avoided | Tonnes | 2,226^{2} | 1,921 | | | Sulfur Oxides (SOx) avoided | Tonnes | 22,402^{2} | 19,332 | | | Particulate Matter (PM) 10 avoided | Tonnes | 1,140^{2} | 984 | | | Particulate Matter (PM) 2.5 avoided | Tonnes | 837^{2} | 722 | | | Emissions avoided (solar only) | Tonnes CO2e | 40,827^{2} | 17,663 | 30,730 | | Emissions avoided | Tonnes CO2e | 262,501^{2} | 122,530 | 252,671 | In 2024 BESS was deployed on three solar PV sites in New South Wales, Australia supporting the sustainability investment objective. Solar PV sites generate low emission electricity and reduce GHG emissions by displacing more expensive and polluting fossil-fuel-based electricity generation at the operating margin, reducing reliance on carbon-intensive energy production. However, solar PV generates electricity during daylight hours, and power demand often peaks in the evening. By integrating battery storage, excess electricity generated during the day can be stored and released when demand is high, addressing the intermittency challenge and displacing more emitting conventional power sources. Batteries therefore enable a temporal shift in electricity supply, allowing solar energy to meet peak demand that would otherwise be supplied by carbon-intensive sources like coal-fired power plants. This shift reduces the reliance on fossil fuels, particularly in coal-heavy states like Queensland and New South Wales. Active management of investments is important for ensuring the operational efficiency and maximising the emissions reduction potential of the portfolio. From an environmental management perspective this includes operations and maintenance activities such as routine equipment testing, predictive maintenance, vegetation control and landscaping, firebreak installation and maintenance, panel cleaning, flood management, weather monitoring, thermal management, operational and emergency response and preparedness planning. These all contribute to protecting the portfolio and ensuring high availability and performance of the assets and therefore optimal renewable generation by the assets and emission reduction. The Investment Manager's sustainability criteria which is informed by the UN Principles of Responsible Investment, UN Global Compact and the EU taxonomy do no significant harm ("DNGH") criteria require operating partners not to contribute to environmental degradation and to take proactive measures to improve the environment around the operations. There were no delays to projects in 2024 due to environmental concerns. The operational environmental metrics table below provides absolute metrics with a comparison to 2023 metrics where available. This covers 100% of operational assets under management that have been operational for at least six months during the financial reporting year. ^{2} Recalculated 2023 GHG emissions avoided using operating margin emission factor published by IPI using PCAF methodology. --- | Environmental metrics (operational impact) | Units | 2024 | 2023 | | --- | --- | --- | --- | | Water use including consumed | Cubic Meters | $28,716^{a}$ | 24,274 | | Water quality | WQI | Good ${ }^{b}$ | Good | | Waste produced | Tonnes | $37^{c}$ | 75 | | Renewable energy consumed | MWh | $7,393^{d}$ | 8,172 | | Renewable energy certificates | MWh | 1,161 | - | The renewable energy consumed is in reference to the Brazilian hydro facility which consumes some of the electricity generated by its turbines in the facility's operations. This electricity is zero carbon and is reported in the emissions table on page 62. The renewable energy certificates were purchased by the US terminal storage facility operator to cover electricity use by the assets which are currently unable to procure renewable energy through on site or private wire generation. There was an increase in water use in 2024 this was attributed to additional measurements of irrigation water at the hydro facility and slight increase in use at the US terminal storage asset. - Water is a material issue for the Brazilian hydro facility. Water quality which is monitored by a third party and reported to regulators, was rated as good according to the Water Quality Index. However, a reduction in water quality was observed at the upstream locations. This reduction was judged to be caused by upstream activities such as agriculture and beyond the asset's control. Downstream measurements, taken after the water passed through the turbines, remained good. In 2025 the asset is developing plans to improve the reservoir. Purchased water volumes reduced during the year as a direct result of fewer contractors on site. Water withdrawn from the river for irrigation was tracked for the first time in 2024 and is reflected in the increased water use reported. - At the US terminal storage asset water use is correlated with the volume of fuel processed. An increase in water use was directly linked to increase in HSFD flows. The benefits of the renovated steam generation system are evident however, as it drives water efficiencies. There has been a $21 \%$ efficiency improvement measured overall. This is an important initiative for the terminal which is located in an area of high-water stress. Brownsville continues to suffer from drought conditions in 2024 with the public utilities board urging water conservation from businesses and residents. There was a decrease in waste reported in 2024 attributed to the conclusion of construction work at the terminal storage asset in 2023. Normal operations saw monthly removal of waste by a contracted recycling company. ## Social The Company has no employees. The social data reported and assured below is related to operating partner employees who interact with site operations and/or work directly on site. This is reported as full time equivalent ("FTE") for the financial year 2024. This does not include operating partner management employees working at head office or elsewhere. There was an increase in operating partner workers across the sites in 2024 with a slight increase in employment at the US terminal storage asset. Staff turnover remains a challenge in the US where the workforce is transient, and the local labour market is competitive. The operator is continuing to implement policies to support labour retention. The Brazilian hydro facility also saw some turnover in Q2 following a period of workforce stability. Improving diversity for small mid-market operators remains a challenge particularly in female representation. Recruitment pipelines continue to draw from local talent pools that lack diversity and the operators often lack resources for robust diversity initiatives. The Company is committed to working with the operators to overcome challenges and create a more diverse workforce. | Employee metrics | | Units | 2024 | 2023 | | --- | --- | --- | --- | --- | | Total number of operating asset employees | FTE | # | $68.5^{e}$ | 58 | | Gender Diversity | Male | \% | $97 \%{ }^{f}$ | $98 \%$ | | | Female | \% | $3 \%{ }^{f}$ | $2 \%$ | | | Other | \% | $0 \%$ | $0 \%$ | | Employee turnover | \% | \% | $35 \%{ }^{f}$ | $14 \%$ | | Total number of asset employees all* | FTE | # | 71.5 | 58 | | Total number of operator partner employees | FTE | # | 197.5 | - | - Employee numbers include construction assets or operating partners with assets in development. ## Health and safety | Health and Safety metrics | Unit | 2024 | 2023 | | --- | --- | --- | --- | | Total recordable injuries | # | $2^{g}$ | 0 | | Total number of incidents | # | 2 | 4 | The Company is pleased that health and safety continues to be a focus for operating partners. Root cause review of two traffic related incidents in the Brazilian solar PV programme has led to improved practices by the operating partner and the Company continues to monitor progress. The US terminal storage assets and Brazilian hydro facility had the highest number of workers on site and recorded no worker accidents or injuries in 2024. Other safety incidents reported during the year included a fire at one of the Brazilian Solar PV assets with wind blowing sparks from neighbouring land. The fire was dealt with quickly through emergency response procedures and onsite firefighting equipment with little damage caused and no injuries. A small oil leak from a solar transformer was also reported. This was below the volume for official reporting and the oil was cleared and transformer repaired. | Operations policy and procedures | Unit | 2024 | | --- | --- | --- | | Operating partners with H\&S safety policy | \% | $100 \%$ | | ISO 45001 certified | \% | $40 \%$ | | Environmental management policy and system | \% | $100 \%$ | | ISO 14001 certified | \% | $40 \%$ | | ILO aligned employee handbook | \% | $60 \%$ | | Supplier code of conduct or equivalent | \% | $80 \%$ | | Non compliance with environmental regulations | £ | 0 | | No of grievances received | # | 2 | --- ## Supply chain Suppliers in the cobalt and polysilicon supply chains that include silicon components of solar cells have been implicated in forced labour practices and human rights abuses. Companies implicated have been blacklisted by various governments including the United States and Australia. However, other downstream suppliers, particularly in the photovoltaic supply chain may be unwillingly complicit by procuring silicon from these suppliers. Enhanced due diligence is one way of mitigating this risk. The Company's operating partner in Australia, through the construction contractor, engaged with suppliers for two construction sites during 2024 to understand their environmental and social operating practices as well as supply chain engagement practices. The solar panel supplier was contractually required to provide traceability data for all components purchased which included sub-supplier and location including Chinese city and province if applicable. For the construction assets in the newly acquired Iberian portfolio this provenance data was also collected. No solar components have been procured from the Chinese region of Xinjiang which has been implicated in forced labour abuses of the Uyghur ethnic group. ## Community In 2024 the Brazil solar PV operating partner initiated a community engagement programme. This focused on engaging local communities around priority sites to educate on the operating partner, create open dialogue and manage issues to better understand impact on the investments. The US terminal storage facility is in Brownsville on the Texas-Mexico border. The city has one of the highest poverty rates in the US and high unemployment rates, with many young people living in poverty. The terminal storage facility provides job opportunities and benefits to the local community. In addition, local community engagement is focused on giving back to communities where employees live and work through volunteer hours and philanthropic activities at local elementary schools and food banks to support those in need. Under Brazilian regulatory requirements the hydro facility operator partner organised several community engagement programmes in 2024 which included environmental education and supporting local waste management charities. An important milestone in 2024 for both the hydro facility and the Company was the achievement of Gold certification under the Hydropower Sustainability Standard. This certification covered the full breadth of sustainability issues and was a recognition of the operating partners' efforts to strengthen community outreach and engagement as well as labour relations, continuous improvement around health and safety, and improving aquatic and terrestrial habitats upstream and downstream. --- The Company is voluntarily disclosing its current practice in its annual financial report in accordance with the TCFD recommendations and requirements. The Company is committed to strengthening climate-related financial disclosures over time. ## Pillar 1: Governance Disclose the organization's governance around climate related risks and opportunities An orderly energy transition towards climate change goals is the key opportunity for the Company. The Company's strategy is to target direct investments in energy infrastructure assets that support the SDGs, specifically those that address themes that include climate change, energy access, energy efficiency and market liberalisation. Climate change issues are therefore intrinsically considered by both the Board and the Investment Manager. The management of climate related risks and opportunities is integrated into the Company's risk management framework. This looks at the likelihood of a risk and the severity of impact with and without controls. It enables the Board and the Investment Manager to prioritise material risks for additional mitigation (see principal risk section on page 45. a) Describe the board's oversight of climate related risks and opportunities The ENRG Board has oversight of the business model and strategy. It meets at least four times a year and is responsible for the ongoing process of identifying, carrying out a robust assessment of, and managing and mitigating the principal risks which include climate-related risks faced by the Company. The Board's Audit Committee, which is comprised of three independent Directors and chair, meet at least twice a year, and has responsibility for reviewing the Company's risk management systems. The committee reviews and updates the Company's risk register which includes climate-related risks. Louise Kingham, CBE, is a Board member with strong industry expertise and is responsible for ESG and sustainability related matters for the Company. The Board and Board committees monitor and oversee climate related issues when reviewing and guiding ENRG strategies, important plans of action and risk management policies. They also track implementation and performance progress against goals and targets for addressing climate-related issues through its periodic committee meetings and the oversight of the Investment Manager. The experience and background of Board members are disclosed on page 85. b) Describe management's role in assessing and managing climate-related risks and opportunities The Investment Manager has responsibility for implementing the Company's investment strategy, managing the Company investments, and reporting to the Board and Board committees. There are three relevant subcommittees at the Investment Manager level which address climate-related issues and report to the Investment Manager leadership team: - The Investment Committee evaluates investment opportunities aligned with the SDGs and with the purpose of accelerating the energy transition towards a net zero carbon world before making any investment decisions. An external assurance consultant is used to advise on project selection following a robust SDG validation due diligence process. The Investment Manager's Head of Sustainability is a member of the Investment Committee informing about climate-related issues. - The Sustainability Committee provides recommendations on ESG integration into the investment strategy and ongoing asset life cycle management. This includes appropriate ESG target setting, periodic monitoring, and reporting. - Risk, Operations and Compliance Committee ensures risks are identified and control measures are put in place to mitigate the risk, which includes climate-related issues. The Investment Manager leadership team are deeply involved in these three subcommittees; they then aggregate, consolidate, and report investment decisions and programme updates periodically to the Board and Board committees. The Investment Manager's Head of Sustainability is responsible for the climate-related programme management which includes monitoring climate issues, adopting ESG and climate-related practices into the Company, improving investment-level resilience to climate-related risks and reaping climate-related opportunities aligned with the Company's strategy. The Head of Sustainability reports to the Investment Manager's Head of Risk Management on climate-related risk issues and metrics to respective committees and leadership team. The Investment Manager also works closely with operating partners through regular meetings and monthly reports to review and monitor climaterelated issues. Operational carbon footprints are calculated including life cycle analysis of energy generation projects to understand their contribution to the Company's net zero target (see page 83). Actions are put in place to reduce operation emissions and other environmental impacts, including understanding supply chain and value chain impacts. Operating partners periodically affirm their compliance with relevant policies. For construction assets, operating partners are engaged to ensure ESG management practices are aligned with the Investment Manager's sustainable development culture. The Company's governance structure is presented on page 93 where associated subcommittees are included. ## Pillar 2: Strategy Disclose the actual and potential impacts of climate-related risks and opportunities on the organization's businesses, strategy, and financial planning where such information is material. a) Describe the climate-related risks and opportunities the organization has identified over the short, medium, and long term The average asset life in the Company portfolio exceeds 25 years, therefore the Company generally takes a long-term time horizon approach. This is also aligned with the portfolio net zero target timeframe. The Investment Manager is a signatory to the Net Zero Asset Managers Initiative ("NZAMI") which supports the goal of net zero GHG emissions by 2050. With rapid changes in market movements, regulatory trends, and weather patterns, the Company also assesses material climate-related risk in shorter time horizons. The Company considers climate related risks and opportunities within the following time horizons: - Short term: 0-5 years - Medium term: 5-10 years - Long term: 10+ years The Company's process of assessing climaterelated risks and opportunities is integrated into its ESG materiality and ESG risks analysis process which is described on page 59. It covers the investment process ranging from investment decision-making to ongoing deployment monitoring. Potential risks can also be raised by operating partners and investment team members to the Head of Sustainability. The material climate-related risks and opportunities of the Company are identified and listed in tables below. This is based on the Company's business strategy, geographical exposure and type of energy technology. It considers the Company's financial materiality threshold, which is above $3 \%$ of NAV for residual climate related risks after considering risk mitigations. This is consistent with financial market norms. --- | Climate-related Risk | Risk assessment and mitigation | | --- | --- | | Risk category: Physical risk - Chronic Longer term gradual changes in climate patterns, e.g., reduction or increase in wind levels, decrease in solar optimal days impacting renewable output and associated earnings. Increased occurrence of extreme weather events such as cyclones, storms, flooding, and heatwaves causing damage to assets, disruption to feedstocks, value chain, outputs and associated earnings. | Time horizon: medium-term, long-term Impact area: business, strategy, and financial planning Potential impact: reduction in output from assets leading to reduced income stream. This risk may increase over the long term in the absence of climate mitigation. Risk mitigation: The Company invests in a portfolio of energy transition infrastructure assets, diversified by geography, technology, and capability. These investments follow the thesis of energy transition to achieve net zero goals. Such diversification provides a buffer against variable weather patterns across the portfolio. The Company also mitigates risk through project revenues being contracted for the medium- and long-term. At the asset level, meteorology due diligence is undertaken before investment, weather conditions are monitored and some of the assets have battery storage capabilities to optimise energy input to the grid. All assets have crisis management and business continuity plans to respond to disruptions. The assets are required to have continuous improvement management systems to build capability and capacity in local teams and operations. | | Risk category: Physical risk - Acute Abrupt disruptive climate impacts such as impacts from flooding, wildfire, drought, extreme heat, or sudden regulatory actions increasing over time. | Time horizon: short-term, medium-term, long-term Impact area: business, financial planning Potential impact: Increase operating expenditure to recover asset damage caused by natural disasters and increase insurance premium for assets in high-risk locations. Risk mitigation: Throughout the investment decision-making process, the due diligence process accounts for climate change risk and impacts. The Investment Manager employs an insurance specialist when making investments and seeks to have appropriate contractual warranties, indemnities and insurance provisions in place to mitigate any costs relating to delays or operation disruption. Insurance requirements are reviewed on an ongoing basis. | | Risk category: Transition risks - Market Uncertainty in market signals manifests as lower-than-expected power prices, driven by an imbalance between an abundant intermittent power supply and market demand. Lower than expected volume throughput for conventional fuel storage asset driven by increased demand for alternative fuels. | Time horizon: medium-term, long-term Impact area: business, strategy, and financial planning Potential impact: Increase in market volatility and abrupt and unexpected shifts in power prices make financial forecasts less reliable on intermittent renewable energy solutions. Reduced throughput for conventional fuels longer-term with expected shift to clearer and alternative fuels impacting existing fuel storage asset revenue flows. Risk mitigation: The Company manages this risk through its diverse portfolio of energy transition infrastructure assets such as the battery energy storage systems and hydro facility, as well as signing fixed price offsaker agreements. The Company is assessing its longer-term strategy to invest in storage assets to accommodate alternative fuels required for hard to abate transportation including sustainable aviation fuel, renewable diesel, marine e-methanol and hydrogen as the market shifts. | | Climate-related Risk | Risk assessment and mitigation | | --- | --- | | Risk category: Transition risks - Technology, Market Market shifts such as changing customer behaviour and substitution of existing products and services with lower emissions options or new technologies may dampen ability to engage European investors on a traditional European focused renewable portfolio and often shift strategy towards a broader portfolio of energy transition projects that cover various regions and include new technologies such as biofuels and carbon capture and reuse. | Time horizon: medium-term, long-term Impact area: business, strategy, and financial planning Potential impact: Increase costs to adopt/deploy new practices to transition to lower emissions technologies, reduction in the availability of capital to invest in some local and/ or mature technology energy transition projects. Risk mitigation: There is strong public demand for support of the renewable energy market towards net zero carbon emission targets. The senior management team of the Investment Manager has extensive experience in executing a wide variety of strategies in the energy sector, the team monitors market shifts and tailor investment strategies accordingly. The Company is expected to hold most of its investments on a long-term basis and the Board and the Investment Manager monitor the position on a regular basis. | | Risk category: Transition risks policy and legal, reputation Policy shift may introduce regulation around climate change e.g., increased disclosure, taxes etc. Stakeholders' increasing concerns on business practice (e.g. supply chain management, workforce management and planning) need to be addressed. | Time horizon: short-term, medium-term, long-term Impact area: business, and financial planning Potential impact: Increase cost of doing business (e.g., higher compliance costs, increased insurance premiums, workforce management and planning). Reduction in the availability of capital to invest in energy transition projects. Risk mitigation: The Company is supportive of the policy aims of the Disclosure Regulation and will comply with it and monitor changes. The Company, via the Investment Manager, engages with partners and stakeholders to gather data and drive action to improve ESG management and support disclosure and policy requirements. This includes monthly metric reporting on climate related KPIs such as energy used and generated, mitigation actions for risks and impacts, as well as any energy reduction projects. The Company investment strategy targeting the energy transition is aligned with global policy movements on climate change. | --- | Climate-related opportunity | Opportunity description | | --- | --- | | Opportunity category: Energy Source, Resilience Decarbonisation policy and market shifts will drive new renewable energy, new fuels and energy storage opportunities. This is aligned with the Company's strategy to invest in energy transition infrastructure. Increased need for global energy access from a mix of sources as developing countries expand grid access to populations. | Time horizon: medium-term, long-term Impact area: business, strategy, and financial planning Potential impact: - Creates more deal origination opportunities in support of energy transition which aligns with Company's investment strategy. - Increases capital availability as more investors favour lower-emissions programs. | | Opportunity category: Resource Efficiency, Energy Source, and Products and Services Volatile power price movements support an increase in energy efficiency grid infrastructure investing which leads to increased source of revenue. | Time horizon: short-term, medium-term, long-term Impact area: business, strategy Potential impact: - Provides additional revenue sources in marketplaces with abundant intermittent power supply through harvesting merchant pricing. - Supports in energy efficiency and energy security reinforces intangible benefits such as reputation, brand and goodwill, together with employee, partner and stakeholder engagement. | | Opportunity category: Energy Source, Markets, and Resilience Market liberalisation in developed and developing economies is creating opportunity for market share in renewable and alternative energy opportunities in new geographies. | Time horizon: short-term, medium-term, long-term Impact area: business, strategy, and financial planning Potential impact: - Access to new markets leads to an enhanced competitive position through addressing shifting consumer preferences, resulting in increased revenues. - Increases availability and diversification of financial assets such as green bonds. - Improves resource efficiency and reduces operating costs. The Investment Manager has engaged and will continue to reach out globally with various companies and investors to support expansion of the Company and sustainable energy infrastructure investments. | | Opportunity category: Resource Efficiency, Markets, and Resilience Decentralisation of energy generation creating new opportunities for investment in renewable and other sustainable energy infrastructure. | Time horizon: short-term, medium-term, long-term Impact area: business, strategy, and financial planning Potential impact: - Enhances competitiveness and increases revenues through new solutions, access to new markets, diversification, resilience planning and relationships. - Increases reliability of supply chain and ability to operate under various conditions. A pipeline of investments is constantly being identified, with the Investment Manager regularly reporting to the Board on this pipeline. | b) Describe the impact of climate related risks and opportunities on the organization's businesses, strategy, and financial planning ## Impact on existing businesses The Company invests in a diverse range of sustainable energy infrastructure investments such as renewable energy generation, transmission, distribution, and storage that drive the global transition towards cleaner and more sustainable sources of power. The Company's investment strategy therefore sees opportunity in the current and growing transition to a low-carbon economy. The Company's investments inherently improve environmental performance; for example, in Brazil, investment in a portfolio of solar PV assets will accelerate the growth of a sustainable energy system by improving and securing localised access to clean energy and helping to lower Brazilian energy prices. The UK flexible power with CCR assets will use a less pollutive fuel in natural gas, as well as displace emissions through carbon capture and reuse technologies. The Company's investments are exposed to physical climate risk such as potential damage to asset infrastructure as well as offsite transmission and distribution systems. This risk arises from extreme weather conditions that are becoming more common and frequent in the locations of operation. The Investment Manager reduces impact by diversifying technology, finding synergies such as co-locating generation and storage, and building a global portfolio with investments in multiple continents experiencing different weather patterns and conditions. It also conducts climate risk and vulnerability assessments ("CRVA") for each asset to identify opportunities to build resilient assets. Increased power price volatility because of more intermittent renewable power generation in the market has become increasingly prominent. The financial impact of this market trend will become relevant and beneficial as the Investment Manager builds out its co-location of solar PV and battery energy storage solution in volatile markets such as Australia. ## Impact on strategy The Investment Manager continues to observe globally favourable government policies to support decarbonising goals and low carbon renewable energy investment. This aligns with the Company's investment objective to generate stable returns by investing in a diversified portfolio of global sustainable energy infrastructure investments to facilitate the transition to a low carbon energy world. The Company also supports the goal and has set a target of reaching net zero carbon emissions in its portfolio by 2050. Energy security is a principal concern for country leaders and is driving a focus on reducing reliance on energy imports and building out domestic renewable and low carbon energy capacity. The increasing use of artificial intelligence technologies is also increasing energy demand. This represents an opportunity for the Company to further expand into new markets supported by the existing cross-continental exposure and the energy sector expertise of the Investment Manager. As the public consensus and attention on sustainability grows, and countries and organisations strive to achieve the goal of a net zero carbon world, investment flow towards the energy transition is continuing to grow. This is both an opportunity and a risk. As capital flows align with the Company's investment objective, this can enable increased access to investment funds; however, as more investors pursue the same sustainable energy infrastructure investment theme, the market may become increasingly competitive and therefore sourcing investments on attractive terms will become more difficult. The Investment Manager's industry expertise and ability to source exclusive transactions is invaluable in mitigating this risk. ## Impact on financial planning Climate-related issues are both opportunities and risks for the Company's financial planning. The Company benefits from its strong ESG credentials which reflect both in positive impact on climate change and stable long-term income distributions to meet investor requirements on sustainability and return. It provides the Company with the opportunity to leverage sustainability linked credit facilities at a lower cost of borrowing if required. The Company's TCFD voluntary disclosures and transparency to the market are praised by existing shareholders and attractive to sustainability-driven prospective investors. The Company's investment valuation and financial projections rely on various assumptions. Increased power price volatility is one such factor identified and discussed in the climate related risks and opportunities on page 72 that brings uncertainty to the Company's investment revenue streams. The Company reduces this risk exposure through entering into fixed power price agreements with offtakers in the short to medium term. The Company continues to invest in battery storage development, as there is an opportunity to capture value given the market price volatility. --- The Company uses external expert advisors to produce and validate its financial assumptions to increase accuracy, yet the Company's financial forecasts and budgets are still subject to limitations related to projected accuracy of climate impacts. A materiality analysis of the climate-related risks and opportunities identified on page 72 was completed following the asset specific CRVA and review of the financial models, market trends and Network for Greening the Financial System ("NGFS") climate transition scenarios. The table below lists the material risks, assessment of probability and time horizon. These material risks were evaluated at the individual asset level and considered in the quantitative scenario analysis to calculate potential financial impact as described on page 78. | Risk | Risk category | Description and potential impact | Likelihood and likely time horizon | | --- | --- | --- | --- | | Physical - Acute | Flood | In several asset locations, the Inter-governmental Panel on Climate Change ("IPCC") Sixth Assessment Report ("AR6") models predict an increase in frequency of extreme rainfall which can result in river and surface water flooding damage to infrastructure and shut down of operations. | Likely Medium to Long | | Physical - Acute | Wildfire | In several asset locations, the IPCC AR6 models suggest an increase in the fire season with increased severity and frequency of wildfires which can lead to infrastructure damage and shutdowns. | Likely Medium to Long | | Physical - Acute | Extreme Heat | An increase in mean air temperature consistent with global trends across the portfolio with predictions of an increase in air temperature extremes can lead to increased drought, wildfire and heat stress which further result in infrastructure damage and/or curtailment of electricity generation and labour shortages. | Likely Medium to Long | | Transition - Markets | Power price volatility | NGFS scenarios predict volatility and reduction in the power price as more renewables and low carbon power generators export to the grid. | Likely Medium to Long | | Transition - Markets | Fuel market transitions | NGFS scenarios predict a reduction in demand for conventional fuels in the Mexican fuel supply chain as the economy transitions to cleaner and alternative fuels indicated by a trend of increase investment in biofuel, hydrogen, and other alternative fuels. | Highly likely Medium to Long | c) Describe the resilience of the organization's strategy, taking into consideration different climate-related scenarios, including a $2^{\circ} \mathrm{C}$ or lower scenario The analysis of the Company's business strategy under different scenarios took into consideration the current geographic locations of assets and critical Tier 1 supply chain companies such as solar panel manufacturers. The Company's business strategy supports a transition scenario. Commitments made internationally at the UN climate change conferences and nationally demonstrate policy and market momentum, towards energy transition and in support of the Company's investment policy. The Company considers a bottom-up approach to perform scenario analysis, given the portfolio's diversified geographic locations and technologies. When assessing the impact of climate risks and opportunities on the portfolio, the Company distinguishes between transition risk and physical risk. The Company's diverse energy infrastructure investments are considered under the following scenarios including: - NGFS climate scenarios - IPCC Representative Concentration Pathways ("RCP") The NGFS transition risk models use integrated assessment models that derive the impacts of different policy ambitions on the energy transition relevant sectors with granular information on implications for 184 countries. The physical risk models include acute and chronic risk based on global temperature paths. The NGFS models were assessed by the IPCC working group III as part of AR6 and although they cover a smaller range of model assumptions, they have a higher sectoral and regional granularity. The NGFS scenarios are also well aligned with the IEA scenarios on several dimensions. ${ }^{1} 2024$ NGFS updated scenarios were used to reflect latest economic and climate data and policy commitments as well as technology trends. A new damage function was also implemented by NGFS this year. Given the portfolio's geographical and technological diversification, and given the Company's bottomup approach in performing scenario analysis, the Company selected NGFS scenarios for transition risk as relevant scenarios. ${ }^{2}$ The financial impact and resilience of the Company's investment business strategy to different climate scenarios is inherent in the Investment Manager's financial modelling processes. The energy transition is the focus of the Company's investment strategy. It is the Company's objective to accelerate an orderly transition via its investments. It is also expected that the investments would be resilient in case of a failure to achieve the energy transition. The Company's scenario analysis for TCFD has produced a range of possible financial impacts under three different scenarios for each asset unique to each geography and predicted changes. There is uncertainty in terms of how climate change will impact individual operations as well as the impact of global efforts to achieve an orderly energy transition and so this data should be regarded as indicative rather than absolute predictions. The NGFS also cautions on using its results due to uncertainty. Generally, the Company's financial materiality threshold for climate related risks and opportunities is $3 \%$ of NAV after considering risk mitigation. Due to the unpredictability of climate related weather events, the Company takes a more cautious approach to manage and secure insurance policies in order to mitigate this uncertainty in the longer term. Scenario analysis is split into physical and transition risks. The Company performed the scenario analysis on operational assets only and quantifies the resilience of the portfolio to climaterelated scenarios by assessing the impact on NAV per share. ## Transition Risk Transition risk is comprehensively considered and embedded in the investment financial models, including sensitivity analysis, to allow the Investment Manager to proactively make decisions to mitigate, transfer, accept, or control those risks where appropriate. The Company's investment process selects projects that align to the energy transition to net zero. Various standard parameters are considered in the Investment Manager's financial and valuation models including policy and regulatory changes and stringency, technology and energy mix, energy demand and future mix, capacity changes, key commodity changes and associated costs or profits to the business. The financial and valuation models are geographically tailored, and take into consideration the national mandated targets for renewable and other energy source penetration in the energy mix. Carbon reduction policies of the investment country and region are also critical considerations in understanding investment impact and suitability. --- # CLIMATE RELATED FINANCIAL DISCLOSURES CONTINUED For this scenario analysis exercise, the Company focused on the Global Change Analysis Model ("GCAM") modelling suite, part of the NGFS, given the model's data availability and geographic granularity in line with the Fund assets. The Company includes the following scenarios under each category: - Current Policies/BAU: Current Policies, Nationally Determined Contributions ("NDCs") - Paris Aligned Well-Below 2C: Below 2C, Delayed Transition - Paris Ambitious 1.5C: Net Zero 2050, Low Demand The Company identified one key variable as the main driver for each programme to assess the impact of transition risk on the value of the portfolio. The Company selected power price as the main driver for the Brazilian hydro facility, the Australian solar PV with battery storage assets, and the Brazilian solar PV assets. For the US terminal storage assets, the Company selected volume throughput, taking into account the change in demand for oil and the transition to alternative fuel sources such as hydrogen and biofuels. The Company used country and market specific scenario data when available. Particularly when considering Latin American markets, scenario results varied significantly between countries in the region, so local predictions were used for Brazil and Mexico. Similarly, the Company focused on the Australia/New Zealand region for the scenario analysis of the Australian solar PV with battery storage assets. By considering a bottom-up approach to conduct scenario analysis, the Company shocked the aforementioned factors in the asset valuation models and assessed the impact on the life-time dividends by discounting them to present value. The Company assessed the impact on valuation at both programme level and portfolio level. The portfolio-level results are highlighted below in a NAV per share impact range. The Company benefits from both technology and geography diversification, demonstrating the inherent focus on the energy transition in the Company's investment strategy. ![img-25.jpeg](img-25.jpeg) ## Estimated NAV per share impact under transition risk scenarios Among the operational programmes, the US terminal storage programme show the highest impact to transition risk. This is driven by the change in oil demand and the transition to other fuels such as biofuels and hydrogen observed in Mexico. The Brazilian hydro facility and the Brazilian solar PV assets benefit from higher power prices across all scenarios. The Australian solar PV with battery storage assets experiences minimal impact which does not register on the impact graphs given power price assumptions in the Australian/New Zealand region as well as the portfolio composition of which the Australian programme contributes 13%. The Company is committed in developing and employing the best available data, scenarios and methodology. The Company selected the most relevant variable when performing the scenario analysis. However, the Company recognises there are high levels of uncertainty and limitations in the climate models, scenarios and methodology. Therefore, the figures reported should be seen as indicative of potential impact and not performance forecasts. ![img-26.jpeg](img-26.jpeg) ## Portfolio and programme valuation impact under transition risk scenarios ### Paris ambitious 1.5c – valuation impact ![img-27.jpeg](img-27.jpeg) ### Paris aligned well-below 2c – valuation impact ![img-28.jpeg](img-28.jpeg) ### 31 December 2024 valuation ![img-29.jpeg](img-29.jpeg) ### Current policies/BAU – valuation impact ![img-30.jpeg](img-30.jpeg) **Note**: The blue line represents the portfolio valuation as at 31st December 2024. The orange boxes represent the % range of impact on the portfolio and programme valuation under the different scenarios. --- ## Physical Risk The Company identifies physical risks in the asset specific CRVAs and proactively takes steps to mitigate climate-related risks and build asset resilience. Acute physical risks including but not limited to hurricanes, wildfires, floods and heatwaves are mitigated through insurance policies, while chronic physical risks such as higher average temperatures and changes in precipitation patterns are mitigated through the asset design and operational management. The IPCC AR6 report quantifies the insured damages projected impact under the RCP 2.6 scenario and RCP 8.5 scenario for Australasia. The Company uses the percentage increase in insurance premiums as a proxy for the insured damages projected impact. The Company applies this shock to assess the impact on the programme level and portfolio level valuations as follows: 7\% under RCP 2.6 scenario, 7.5\% under RCP 4.5 scenario, 8\% under RCP 8.5 scenario. The shocks are applied across the three operational programmes: US terminal storage assets, Brazilian solar PV assets, and Australian solar PV with battery storage assets. In the case of the Brazilian hydro facility, performing a hydrological risk assessment that estimates the capital expenditures required to build additional measures to cater for an increased maximum river flow was considered more relevant and appropriate. Under the RCP 2.6 scenario, the NAV per share impact is -0.42 p/share, while under the RCP 8.5 scenario the NAV/share impact is -0.63 p/share. The subdued impact highlights the inherent risk analysis and considerations that the Company uses in its investment strategy. The Company focused on one key variable or factor when performing the physical risk scenario analysis, while keeping all other model inputs constant. Due to the complexity of variable interactions and model impacts, the Company is aware that limitations to the scenario analysis remain and is fully committed to develop the methodology further. Therefore, the figures reported should be seen as indicative of potential impact and not performance forecasts. Given that the energy transition is the focus of the Company's investment strategy, the Company inherently considers both transition and physical risks and opportunities in its investment decision process and asset life cycle management. Thus, the results and scenario analysis are in line with the Company's strategy. Estimated NAV per share impact under physical risk scenarios ## 103.21p NAV per share as at 31 December 2024 ## $-0.52 p /$ share RCP 4.5 ## -0.42p/share RCP 2.6 $-0.63 p /$ share RCP 8.5 ## Pillar 3 - Risk Management a) Describe the organization's processes for identifying and assessing climate-related risks The Sustainability and ESG risk analysis process is described on page 59 of this report. Climate related risks and opportunities are identified through this process. Climate-related risks are considered at the asset level within the screening and due diligence processes of energy infrastructure investments prior to any investment decisions. The risk management process considers the type of infrastructure and geographic risks. Local partners are engaged to assess environmental management practices and processes, and to broaden understanding of stakeholder perspectives. This investment management process is described on page 60. As described on page 64, the Company takes a life cycle approach in calculating the embodied carbon in the energy generating assets and conducting a CRVA for each asset. This identifies the material climate physical risks and opportunities for the asset and recommendations to mitigate the risk and build asset resilience. This is described in more detail below. The operating partners may also do asset specific analysis to support insurance or environmental management practices. For example, the Brazilian hydro facility completed a hydrological study and flood risk analysis in 2023 to understand the dual impact of flood and drought on the asset and local communities. These identified risks are reported to the Investment Manager's Investment Committee and rolled up to the Company risk register which is reviewed by the Board Audit Committee as described in the governance section on page 84 and principle risks section on page 45. b) Describe the organization's processes for managing climate-related risks The material climate-related risks have been identified and corresponding risk management strategies have been considered and described on pages 72 and 73. An expert third party sustainability consultant continued to deliver physical CRVA reports for each of the Company's new operating assets in 2024 including the new European portfolio acquisition. The CRVA identified material investment-specific physical risks and corresponding risk mitigation recommendations. The Investment Manager's Head of Sustainability analyses the assessment report and discusses appropriate specific risk mitigation business practices with the operating partners and investment management team. Where there is an acute physical risk such as severe natural disaster, for construction projects the asset design considers infrastructure toleration maximums, and the Investment Manager seeks insurance coverage to transfer the risk. The CRVA was conducted in accordance with the criteria of the EU Commission Delegated Regulation (EU) 2021/2139 which form the Technical Screening Criteria of the EU Taxonomy. Specifically, the CRVA was conducted to accord with the requirements of Appendix A of the above regulation, the Generic Criteria for Do No Significant Harm to Climate Change Adaptation. The CRVA was carried out using climate projections across different RCPs used by the IPCC fifth assessment report ("ARS") and IPCC sixth assessment report ("AR6") Climate modelling of regional impacts on the locations where each of the Company's assets are situated was used. The impacts of these changes were interpreted to understand the physical hazards the assets might experience over their lifetime. The sustainable energy infrastructure investments considered under the CRVA have expected lifespans greater than 10 years. Vulnerability of the assets to projected climate related hazards was considered based on asset design standards, site locations and risk to climate related impacts as well as historic climate related issues which may have been experienced in the region. The Company also considers the type of asset and whether it will be impacted by changes in weather (e.g., wind and solar power), supply chain disruption (e.g., energy supply), and market demands. Implementation of adaptation solutions identified within the CRVA are reviewed with the operating partners and the gap is filled if necessary. These adaptations show how the resilience of the asset is improved to withstand vulnerabilities. The most common hazard identified was the potential for wildfire or flood. All assets have appropriate drainage designed and, in some cases, enhanced to move excess water away from sites. All sites also have appropriate firefighting equipment installed and operators, crisis and emergency response procedures. --- c) Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organization's overall risk management The Company's process of identifying, assessing, and managing climate-related risks is fully integrated into its investment process ranging from investment decision-making to post-investment ongoing monitoring. Material climate-related risks identified are included in the Company's risk register and the ongoing risk management process. After assessing the likelihood and the severity of impact of climate-related risks, the material risks are disclosed in the principal risk section on page 45. More detail on the sustainability and ESG risk analysis process is on page 59. ## Pillar 4 - Metrics and Targets a) Disclose the metrics used by the organization to assess climate-related risks and opportunities in line with its strategy and risk management process Metrics used to assess and monitor transition risks and opportunities: - Em Capital invested and committed to sustainable energy infrastructure assets - Growth in investment portfolio - MWh of energy produced by the portfolio a year - Volume throughput at the terminal storage assets - \% Investments aligned to the EU Taxonomy Metrics used to assess and monitor physical risks and opportunities: - At a fund level, current portfolio diversification - At an asset level, annual performance against budget - CapEx / repairs and maintenance costs Other related metrics such as GHG emissions and investment weighted average carbon intensity are also reported on page 83. Environmental metrics used such as water, energy, and waste management are reported in the Sustainability section on page 63, which includes comparison with previous operational years and are used to calculate the portfolio's total carbon footprint. Operating partners, as part of their environmental management practices, look to reduce impact from these metrics. These activities are reported in the ESG section of this report on page 64. Physical risks are considered throughout the investment acquisition process and ongoing monitoring. Through CRVA reports, investments specific physical risks are contemplated and addressed early in the acquisition process. If the climate risk highlighted has no immediate mitigation solution, insurance policies and further discussion at the Investment Manager Investment Committee is required. Metrics used to assess and monitor physical risks and opportunities: - At a fund level, current portfolio diversification - At an asset level, annual performance against budget - CapEx / repairs and maintenance costs b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG) emissions, and the related risks Portfolio GHG emissions for 2024, comparison with the previous year 2023 and discussion on trends and risks are included in the sustainability section on page 62. The Company reports on energy generation, consumption and associated carbon emissions. The carbon intensity of the Company's portfolio is low. The Company predicts most emissions that will require reduction by 2050 will be Scope 3. Under the TCFD recommendation, asset managers are required to provide the weighted average carbon intensity for the investment strategy. This metric with other carbon footprinting metrics using formulas provided by the TCFD are included in the table below. The source of operational emissions includes imported electricity from the grid, fuel used in asset owned vehicles and natural gas for heating and operations. | TCFD carbon footprinting and exposure metrics ${ }^{1,2}$ | Unit | 2023 | 2023 | 2024 | | --- | --- | --- | --- | --- | | Portfolio's exposure to carbon-intensive companies, expressed in tonnes CO2e/SM revenue | $\mathrm{tCO}_{2} \mathrm{e} / \mathrm{SM}$ | 65 | 42 | 60 | | The absolute greenhouse gas emissions associated with a portfolio, expressed in tonnes CO2e | $\mathrm{tCO}_{2} \mathrm{e}$ | 3,636 | 3,199 | 3,513 | | Total carbon emissions for a portfolio normalized by the market value of the portfolio, expressed in tonnes CO2e/SM invested | $\mathrm{tCO}_{2} \mathrm{e} / \mathrm{SM}$ | 6 | 5 | 7 | | Volume of carbon emissions by million dollar of revenues | $\mathrm{tCO}_{2} \mathrm{e} / \mathrm{SM}$ | 273 | 192 | 307 | c) Describe the targets used by the organization to manage climate-related risks and opportunities and performance against targets The Company aims to meet the Paris Agreement target and achieve net zero carbon emissions in its portfolio by 2050. The Company uses various metrics at asset level and portfolio level, disclosed on page 54, which feed into the portfolio goal to meet the decarbonisation target. In 2022, the Investment Manager became signatory to the NZAMI and commissioned an external advisor to develop a road map towards 2050 net zero goal with a target for the Company portfolio which was published in 2023 through the Net Zero Asset Managers Initiative and in the Company interim report. The target covers 100\% of the portfolio including assets under construction. The target will be recalculated replacing estimated emission data with actual once the construction assets are operational. The underlying science-based net zero pathway from which the targets are derived is the Sectoral Decarbonisation approach methodology and largely based on 'power' sector for most of the assets. This requires a 65\% reduction within a maximum 10-year time frame of Scope 1 and 2 emissions as the near-term target which includes Scope 3 emissions. The long-term target will see emissions reduced by $95 \%$ with residual emissions offset. The slight increase in emissions per MWh was attributed to the increase in scope 2 emissions reported as explained on page 63. The scope 2 emissions are expected to normalise in 2025. The operating partners continue to look for opportunities to decrease asset related emissions. | Methodology | Year | Target | Performance against the target | | | --- | --- | --- | --- | --- | | | | | 2023 | 2024 | | Science Based Target initiative for Financial Institutions: Sectoral Decarbonisation approach | Baseline 2023 | 0.0710229 tonnes $\mathrm{CO}_{2} \mathrm{e}$ | | | | | | / MWh | | | | | Near term 2030 | 0.0260654 tonnes $\mathrm{CO}_{2} \mathrm{e}$ | 0.0388453 | 0.05727 | | | | / MWh | | | | | Long term 2050 | 0.0035511 tonnes $\mathrm{CO}_{2} \mathrm{e}$ | | | | | | / MWh | | | [^0] [^0]: 1 Underlying revenue metrics are unaudited. Figures may change once metrics are audited in 2024. 2 Market capitalisation calculated using profit rather than equity share to more accurately reflect value of investments. --- The Board is responsible for the overall governance of the Company. As an investment company, the Company's purpose is expressed in its investment objective. Its investment policy describes the strategy adopted by the Company to achieve its objective. The investment objective and policy stated below should be considered in conjunction with the Chair's statement, the Investment Manager's report and the other disclosures within this Strategic Report which provide an in-depth review of the Company's performance and strategy. The Board acknowledges that good governance is integral to ensuring the Company's success and sustainability. It always works towards ensuring that its decisions are in the best interests of the shareholders and other stakeholders. This is achieved by effectively utilising the diversity of skills, expertise and experience on the Board. The Board aims to follow high standards of governance and establish a culture based upon openness, integrity, trust, mutual respect and constructive challenge. This culture of openness and constructive challenge extends to the Board's interaction with the Company's third party service providers, particularly the Investment Manager. The Company has put in place a number of policies and procedures which assist with maintaining a culture of good governance. These include policies relating to Directors' share dealings, Directors' conflicts of interest, anti-money laundering, anti-bribery and corruption, and prevention of facilitation of tax evasion. Compliance with these policies is monitored regularly through Board meetings and an annual evaluation process. ## MEET THE BOARD ![img-31.jpeg](img-31.jpeg) ### Bernard Bulkin, PHD, DBE **Chair of the Board and Chair of the Nomination Committee** Over 35 years in the energy industry. Experienced board member and chair. Currently a director of ATN International Inc., a NASDAQ-listed company. Business and commercial roles including chief scientist of BP, former member of the UK Sustainable Development Commission and Chair of The Office of Renewable Energy of UK Government. ![img-32.jpeg](img-32.jpeg) ### Margaret Stephens **Chair of the Audit Committee** Qualified Chartered Accountant and a 28-year career with KPMG. 16 years as a partner focused on global infrastructure and international M&A. Currently, a non-executive director and Chair of the Remuneration Committee of AVI Japan Opportunity Trust plc and a non-executive director of Sequoia Economic Infrastructure Income Fund Limited. Formerly, a Trustee Director and Chair of Audit Committee of the Nuclear Liabilities Fund Limited, and a non-executive board member and Chair of the Audit and Risk Committee at the Department for Exiting the European Union. ![img-33.jpeg](img-33.jpeg) ### Louise Kingham, CBE **Non-executive Director** Over 30 years' experience in the energy sector. Currently, BP's UK Head of Country and Senior Vice President for Europe. Prior to this, Louise was CEO of the Energy Institute. She was previously a non-executive board member of the Energy Saving Trust and Chair of its charitable Foundation. She is also an Ambassador for the POWERful Women Energy Leaders Coalition gender diversity initiatives and Chair of the Community Climate Fund national advisory board. ![img-34.jpeg](img-34.jpeg) ### Richard Horlick **Senior Independent Director and Chair of the Management Engagement Committee** Over 40 years' experience in the investment management industry. Currently, the Chair of CCLA Investment Management, Chair of BH Macro Ltd and Chair of Riverstone Energy Limited. Former roles at Newton Investment Management, Fidelity International, including CEO of Fidelity Management Trust Company and main board member, Global Head of Investments at Schroders plc. ![img-35.jpeg](img-35.jpeg) ### Daniella Carneiro **Chair of the Remuneration Committee** Over 30 years of global experience in project development, governance, strategy, tax and M&A with major companies including KPMG and Shell. A non-executive director and Chair of the Energy & Decarbonisation Committee of the Brazilian Chamber of Commerce in Great Britain. She is also Chair of the UK Trade Wing of the global gender equality network GT00 and a specialist advisor at the Department for Business and Trade. ![img-36.jpeg](img-36.jpeg) ### Patrick Firth **Non-executive Director** Over 30 years' experience in the investment management industry. Mr Firth is a qualified Chartered Accountant and a member of the Chartered Institute for Securities and Investment. Currently the Chair of the Audit and Risk Committees of CT UK Capital and Income Investment Trust plc and India Capital Growth Limited, both of which are listed on the London Stock Exchange. Former roles at NextEnergy Solar Fund Limited, Riverstone Energy Limited and ICG Longbow Senior Secured UK Property Debt Investments Limited, all of which are listed on the London Stock Exchange. --- The Directors are pleased to present their report for the year ended 31 December 2024. In accordance with the Companies Act 2006 (as amended) (the "Act"), the Listing Rules and the Disclosure Guidance and Transparency Rules, the Corporate Governance Statement, Directors' Remuneration Report, Reports from the Audit Committee, Nomination Committee and Management Engagement Committee, and the Statement of Directors' Responsibilities should be read in conjunction with one another, and the Strategic Report. As permitted by legislation, some of the matters normally included in the Directors' Report have instead been included in the Strategic Report, as the Board considers them to be of strategic importance. ## Directors The Directors in office at the date of this report are as shown on page 85. Details of the Directors' terms of appointment can be found in the Corporate Governance Statement and the Directors' Remuneration Report. ## Corporate governance The Corporate Governance Statement on pages 92 to 97 forms part of this Directors' report. ## Dividends On 23 May 2024, the Company declared an interim dividend of 1.42 p per ordinary share in respect of the period from 1 January 2024 to 31 March 2024, which was paid on 28 June 2024 to shareholders on the register as at 7 June 2024. On 8 August 2024, the Company declared an interim dividend of 1.42 p per ordinary share in respect of the period from 1 April 2024 to 30 June 2024, which was paid on 13 September 2024 to shareholders on the register as at 16 August 2024. On 1 November 2024, the Company declared an interim dividend of 1.42 p per ordinary share in respect of the period from 1 July 2024 to 30 September 2024, which was paid on 23 December 2024 to shareholders on the register as at 6 November 2024. Of this amount, 1.42 p per share was designated as an interest distribution. Post year end, on 20 February 2025, the Company declared an interim dividend of 1.45 p per ordinary share in respect of the period from 1 October 2024 to 31 December 2024, which will be paid on 27 March 2025 to shareholders on the register as at 7 March 2025. Therefore, the total dividends paid by the Company in respect of the year ended 31 December 2024 were 5.71 p per ordinary share, exceeding the dividend target of 5.68 p per share. ## Dividend policy The Board expects that dividends will constitute the principal element of the return to the holders of ordinary shares. The Company is targeting quarterly dividend payments of at least 5.80 p in total per ordinary share for the financial year ending 31 December 2025, in line with its progressive dividend policy. Subject to market conditions and the level of the Company's net income, it is intended that dividends on the shares will be payable quarterly, all in the form of interim dividends (the Company does not intend to pay any final dividends). Subject to satisfying the requirements for investment trust status, the Board reserves the right to retain within a revenue reserve a proportion of the Company's net income in any financial year, such reserve then being available at the Board's absolute discretion for subsequent distribution to shareholders, subject to the requirements of the IT Regulations. The dividend policy is subject to an annual vote at each AGM. The Company may, at the discretion of the Board, and to the extent possible, pay all or part of any future dividend out of capital reserves. The Company may offer with the prior authority of shareholders and subject to such terms and conditions as the Board may determine, shareholders (excluding any holder of treasury shares) the opportunity to elect to receive ordinary shares, credited as fully paid, instead of the whole, or some part, of any dividend. The ability to issue ordinary shares in lieu of cash would provide the Company with the flexibility to retain cash where to do so would benefit the Company. The Board may designate part of each dividend paid by the Company insofar as it represents "qualifying interest income" received by the Company as interest distributions for UK tax purposes. It is expected that a variable proportion of the Company's distributions will take the form of interest distributions. Prospective investors should note that the UK tax treatment of the Company's distributions may vary for a shareholder depending upon the classification of such distributions. Prospective investors who are unsure about the tax treatment that will apply in respect of any distributions made by the Company should consult their own tax advisers. ## Share capital structure ## Issue of shares No shares were issued during the year under review or since the year end. ## Purchase of shares At the AGM held on 22 May 2024, the Company was granted authority to purchase up to 14.99\% of its ordinary share capital in issue, amounting to 61,043,540 ordinary shares. During the year ended 31 December 2024, the Company purchased in the stock market 19,668,147 ordinary shares (with a nominal value of $£ 196,681.47$ ) to be held in treasury, at a total cost of $£ 14,619,440$. This represented $4.66 \%$ of the issued share capital at 31 December 2024. No shares were purchased for cancellation during the year. The share purchases were made with a view to reducing discount volatility. ## Shares held in treasury Holding shares in treasury enables a company to cost-effectively issue shares that might otherwise have been cancelled. The total number of shares held in treasury as at 31 December 2024 was 26,695,468 shares (with a nominal value of $£ 266,934.68$ ). This represents $6.32 \%$ of the issued share capital as at the year end. ## Current share capital As at 31 December 2024, the Company's issued share capital comprised 422,498,890 ordinary shares, each of $£ 0.01$ nominal value, of which 26,695,468 shares were held in treasury. At general meetings of the Company, ordinary shareholders are entitled to one vote on a show of hands and, on a poll, to one vote for every ordinary share held. Shares held in treasury do not carry voting rights. At 2 April 2025, the total voting rights in the Company were 395,803,422. ## Significant shareholders As at 31 December 2024, the Company had been notified of the following disclosable interests in the share capital of the Company: | | Number of shares | \% of total voting rights | | --- | --- | --- | | Quilter plc | 50,726,210 | $12.82 \%$ | | Alliance Witan plc | 48,550,000 | $12.27 \%$ | | Newton Investment Management Limited | 24,923,657 | $6.30 \%$ | | KBI Global Investors | 24,806,944 | $6.27 \%$ | | Vermeer Partners | 22,060,439 | $5.57 \%$ | | Evelyn Partners | 14,523,099 | $3.67 \%$ | The Company has not been informed of any other changes to the notifiable interests between 31 December 2024 and 2 April 2025, being the last practicable date prior to the publication of this report. ## Shareholder rights The following information is disclosed in accordance with The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 and DTR 7.2.6 of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules: - the Company's capital structure and voting rights and details of the substantial shareholders in the Company are set out above; - an amendment to the Company's articles of association and the giving of powers to issue or buy back the Company's shares requires an appropriate resolution to be passed by shareholders. Proposals to grant powers to the Board to issue and buy back shares are set out in the Notice of AGM; and - there are no restrictions concerning the transfer of securities in the Company; no restrictions on voting rights; no special rights with regard to control attached to securities; no agreements between holders of securities that may restrict their transfer or voting rights, as known to the Company; and no agreements which the Company is party to that might affect its control following a successful takeover bid. --- ## Requirements of the listing rules Listing Rule 6.6.4 requires the Company to include specified information in a single identifiable section of the Annual Report or a cross reference table indicating where the information is set out. The Directors confirm that no disclosures are required in relation to Listing Rule 6.6.4. ## Independent professional advice, insurance and indemnity Details regarding independent professional advice, insurance and indemnity are set out in the Corporate Governance Statement on pages 92 to 97. ## Energy and carbon reporting, including greenhouse gas emissions The Company's environmental statements are set out in the Sustainability section of the report. ## Management arrangements Victory Hill Capital Partners LLP is the Company's AIFM. Prior to that Victory Hill was the Company's Investment Adviser. Victory Hill is, for the purposes of the Alternative Investment Fund Manager Directive (AIFMD) and the rules of the FCA, authorised and regulated by the FCA as a 'full scope' UK alternative investment fund manager with a permission pursuant to Part 4A of the Financial Services and Markets Act 2000 for managing AIFs, such as the Company. The Company and the AIFM have entered into an investment management agreement (the "AIFM Agreement") under which the AIFM has agreed to provide the Company with portfolio management, risk management, consultancy, advisory and general management services, and comply with the obligations and performing the duties and functions of an alternative investment fund manager contained in the UK AIFMD Rules. Under the terms of the AIFM Agreement, the AIFM will be paid: a. a fixed fee of $£ 70,000$ per annum, payable monthly in advance; b. an annual fee to be calculated as percentages of the Company's net assets and payable monthly in arrears as follows: i. $1 \%$ on the first $£ 250 \mathrm{~m}$ of net asset value; ii. $0.9 \%$ on net asset value in excess of $£ 250 \mathrm{~m}$ and up to and including $£ 500 \mathrm{~m}$; and iii. $0.8 \%$ on net asset value in excess of $£ 500 \mathrm{~m}$. c. a fee of $£ 18,000$ per annum for preparing and maintaining the Company's key information document. If, in any fee period, the annual fee paid to the AIFM exceeds: a. $£ 3.5 \mathrm{~m}$, the AIFM shall apply $8 \%$ of the annual fee (net of any applicable taxes), subject to a maximum amount of $£ 400,000$, to subscribe for or acquire ordinary shares of $£ 0.01$ each in the capital of the Company. b. $£ 2.5 \mathrm{~m}$, the AIFM shall apply $2 \%$ of the annual fee (net of any applicable taxes) to be paid as a charitable donation to a registered charity aimed at promoting sustainable energy/ the SDGs, as selected by the AIFM, provided that if, following the AIFM's reasonable endeavours, a suitable charity cannot be found, this $2 \%$ portion of the annual fee (net of any applicable taxes) will be applied to the subscription for or acquisition of ordinary shares. No performance fee is payable to the AIFM. The AIFM Agreement may be terminated on 12 months' written notice, provided that such notice may not be served before 2 February 2025. This Agreement may be terminated with immediate effect on the occurrence of certain events, including insolvency or in the event of a material or persistent breach. ## Other service providers Details of the terms of engagement between the Company and its other key service providers are set out in the Prospectus issued by the Company on 9 June 2022, which is available on the Company's website. The Company appointed Ocorian Administration (UK) Limited as Administrator and Company Secretary on 1 November 2024. ## Continuing appointment of Victory Hill The Board keeps the performance of Victory Hill, as the Company's Investment Manager under continual review. The Management Engagement Committee conducts an annual review of the Victory Hill's performance and makes a recommendation to the Board about its continuing appointment. It is considered that Victory Hill has executed the Company's investment strategy according to the Board's expectations. Accordingly, the Directors believe that the continuing appointment of Victory Hill as the Investment Manager of the Company, on the terms agreed, is in the best interests of the Company and its shareholders as a whole. Further details are set out in the Report from the Management Engagement Committee on page 110. ## Financial risk management Information about the Company's financial risk management objectives and policies is set out in note 12 to the financial statements. ## Going concern The going concern statement can be found on page 51. ## Auditor The Directors confirm that, so far as they are each aware, there is no relevant audit information of which the Company's Auditor is unaware; and each Director has taken all the steps that ought to have been taken as a Director to make themselves aware of any relevant audit information and to establish that the Auditor is aware of that information. BDO LLP has expressed its willingness to continue in office as the Auditor and resolutions for its reappointment and to authorise the Audit Committee to determine its remuneration will be put to shareholders at the forthcoming Annual General Meeting. ## Post balance sheet events The post balance sheet events can be found in note 19 to the financial statements. ## Annual General Meeting The Notice of the AGM to be held on 21 May 2025 (the "Notice") is set out on pages 168 to 173. Shareholders are being asked to vote on the following matters: - the receipt and adoption of the Strategic Report, Directors' Report, Auditor's Report and the audited Financial Statements for the year ended 31 December 2024; - the approval of the Directors' Remuneration Report; - the approval of the Company's dividend policy and authorisation of the Directors to declare and pay all dividends of the Company as interim dividends; - the re-election of Directors; - the re-appointment of BDO LLP as the Company's Auditor and authorisation of the Audit Committee to determine the remuneration of the Auditor; - the granting of authorities in relation to the allotment of shares; - the dis-application of pre-emption rights for certain issues of shares; - the purchase by the Company of its own shares; and - holding of general meetings on 14 clear days' notice. Resolutions 1 to 12 will be proposed as Ordinary resolutions and Resolutions 13 to 16 will be proposed as Special resolutions. ## Authority to issue shares Resolutions 11 and 12, ordinary resolutions as set out in the Notice, if passed, will renew the Directors' authority to allot shares in accordance with statutory pre-emption rights. These resolutions will authorise the Board to allot: - ordinary shares generally and unconditionally in accordance with section 551 of the Act up to an aggregate nominal value of $£ 395,803.42$, representing approximately $10 \%$ of the Company's issued share capital (excluding treasury shares) as at the date of the Notice of AGM or, if changed, the number representing $10 \%$ of the issued share capital of the Company at the date at which this resolution is passed (Resolution 11); and - further ordinary shares generally and unconditionally in accordance with section 551 of the Act up to an additional aggregate nominal value of $£ 395,803.42$, representing approximately $10 \%$ of the Company's issued share capital (excluding treasury shares) as at the date of the Notice of AGM or, if changed, the number representing $10 \%$ of the issued share capital of the Company at the date at which this resolution is passed (Resolution 12). If both these resolutions are passed, shareholders will be granting the Directors authority to allot up to $20 \%$ of the Company's issued share capital. The Board believes that passing of Resolutions 11 and 12 is in the shareholders' interests as the authority is intended to be used for funding investment opportunities sourced by the Investment Manager, thereby mitigating any potential dilution of investment returns for existing shareholders, and the Directors will only issue new ordinary shares at --- a price above the prevailing NAV per ordinary share. If only Resolution 11 is passed and Resolution 12 is not passed, Directors will only be granted authority to allot up to $10 \%$ of the existing issued ordinary share capital of the Company. These authorities, if given, will lapse at the conclusion of the 2026 AGM of the Company, or 15 months from the passing of these resolutions, whichever is earlier. The Directors do not currently intend to allot shares other than to take advantage of opportunities in the market as they arise and only if they believe it would be advantageous to the Company's shareholders to do so. ## Authority to disapply pre-emption rights Resolution 13, a special resolution, is being proposed to authorise the Directors to disapply the statutory pre-emption rights of existing shareholders in relation to the issue of shares under Resolution 11, for cash or the sale of shares out of treasury up to an aggregate nominal amount of $£ 395,803.42$, being approximately $10 \%$ of the Company's issued share capital (excluding treasury shares) as at the date of the Notice of AGM or, if changed, $10 \%$ of the issued share capital immediately upon the passing of this resolution. Resolution 14, a special resolution, is being proposed to authorise the Directors to disapply the statutory pre-emption rights of existing shareholders in relation to the further issue of shares under Resolution 12, for cash or the sale of shares out of treasury up to an aggregate nominal amount of $£ 395,803.42$, being approximately $10 \%$ of the Company's issued share capital (excluding treasury shares) as at the date of the Notice of AGM or, if changed, $10 \%$ of the issued share capital immediately upon the passing of this resolution. In respect of any authority granted under Resolutions 13 and 14, shares would only be issued at a price above the prevailing NAV per share, intended to at least cover the costs and expenses of the relevant issuance of shares. The Directors will only issue shares on a non-preemptive basis if they believe it would be in the best interests of the Company's shareholders. If both these resolutions are passed, shareholders will be granting the Directors authority to allot up to $20 \%$ of the Company's issued share capital on a non-pre-emptive basis. The Board believes that in order to have the maximum flexibility to raise finance to enable the Company to take advantage of suitable opportunities, the passing of Resolutions 13 and 14 is in the shareholders' interests. These authorities, if given, will lapse at the 2026 AGM of the Company, or 15 months from the passing of these resolutions, whichever is earlier. There were 26,695,469 shares held in treasury at the year end. As at 2 April 2025, 26,695,469 shares were held in treasury. ## Authority to purchase the Company's own shares The Act allows companies to hold shares acquired by way of market purchases as treasury shares, rather than having to cancel them. This gives the Company the ability to re-sell shares quickly and effectively thereby improving liquidity and providing the Company with additional flexibility in the management of its capital base. At the Annual General Meeting held on 22 May 2024, the Company was granted authority to purchase up to $14.99 \%$ of the Company's shares in issue amounting to $61,043,540$ shares. During the year under review, 19,768,147 shares were bought back pursuant to this authority. Resolution 15, a special resolution, as set out in the Notice, if passed, will renew the Directors' authority to purchase up to $61,418,290$ shares (being $14.99 \%$ of the issued share capital as at 2 April 2025), or if less, $14.99 \%$ of the issued share capital immediately following the passing of the resolution. In accordance with the Listing Rules of the FCA, the price paid for shares will be not less than $£ 0.01$ per share, and not more than the higher of: (i) $105 \%$ of the average of the mid-market quotations of the shares for the five business days before the shares are purchased; and (ii) the higher of the price of the last independent trade and the highest current independent bid for the shares on the trading venue where the purchase is carried out. The Company may use this authority to address any significant imbalance between the supply and demand for the Company's shares and to manage the discount at which the ordinary shares trade, and where the Directors consider it to be in the best interests of shareholders and the Company. Shares will be repurchased only at prices below the prevailing NAV per ordinary share and will be cancelled or placed into treasury at the determination of the Directors. The authority, if given, will lapse at the conclusion of the Company's next AGM after the passing of this resolution or, if earlier, on the expiry of 15 months from the date of the passing of this resolution. Shareholders should note that the purchase of ordinary shares by the Company is at the absolute discretion of the Directors and is subject to the working capital requirements of the Company and the amount of uncommitted cash resources available to the Company to fund such purchases. Accordingly, no expectation or reliance should be placed on the Directors exercising such discretion on any one or more occasions. However, the Directors believe that the flexibility for the Company to be able to make such purchases may be beneficial to shareholders in certain circumstances and, accordingly, is seeking authority for the Company to make market purchases of its own shares. ## Notice period for general meetings Under the Act, the notice period of general meetings (other than an AGM) is 21 clear days' notice unless the Company: (i) has gained shareholder approval for the holding of general meetings on 14 clear days' notice by passing a special resolution at the most recent AGM; and (ii) offers the facility for all shareholders to vote by electronic means. The Company would like to preserve its ability to call general meetings (other than an AGM) on less than 21 clear days' notice. The shorter notice period proposed by Resolution 16, a special resolution, would not be used as a matter of routine, but only where the flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole. The approval will be effective until the date of the AGM to be held in 2026 resolution or, if earlier, on the expiry of 15 months from the date of the passing of this resolution. ## Board recommendation The Directors consider each resolution being proposed at the AGM to be in the best interests of the Company and shareholders as a whole and they unanimously recommend that all shareholders vote in favour of them, as they intend to do in respect of their own shareholdings. By order of the Board ## Ocorian Administration (UK) Limited Company Secretary 2 April 2025 --- This Corporate Governance Statement forms part of the Directors' Report. ## Introduction In this Corporate Governance Statement, the Company reports on its compliance with the AIC Code of Corporate Governance (the "AIC Code"), sets out how the Board and its Committees have operated during the past year and describes how the Board exercises effective stewardship over the Company's activities in the interests of shareholders. The Board is accountable to shareholders for the governance of the Company's affairs and is committed to maintaining the highest standard of corporate governance for the long-term success of the Company. The Company reviews its standards of governance against the principles and recommendations of the AIC Code, as published in 2024. The Board considers that reporting against the principles and recommendations of the AIC Code provides better information to shareholders as it addresses all the principles set out in the UK Code of Corporate Governance (the "UK Code"), as well as setting out additional principles and recommendations on issues that are of specific relevance to investment companies, and is endorsed by the FRC. The terms of the FRC's endorsement mean that AIC members who report against the AIC Code fully meet their obligations under the UK Code and the related disclosure requirements contained in the Listing Rules of the FCA. A copy of the AIC Code can be found at www.theaic.co.uk. A copy of the UK Code can be obtained at www.frc.org.uk. ## Statement of compliance Pursuant to the Listing Rules of the FCA, the Company is required to provide shareholders with a statement on how the main and supporting principles set out in the AIC Code have been applied and whether the Company has complied with the provisions of the AIC Code. The Board recognises the importance of a strong corporate governance culture and has established a framework for corporate governance which it considers to be appropriate to the business of the Company as an investment trust. The UK Code includes provisions relating to: - the role of the chief executive; - executive directors' remuneration; and - the need for an internal audit function. The Board considers that the first two provisions are not relevant as the Company is an externally managed investment company with all its day-to-day management and administrative functions outsourced to third parties. As a result, the Company has no executive directors, employees or internal operations. The Company has therefore not reported further in respect of these provisions. The Company does not have an internal audit function. The need for this is reviewed annually by the Audit Committee, as explained in the Audit Committee report on page 98. The Board has reviewed the principles and recommendations of the AIC Code and considers that it has complied throughout the year. ## Governance structure ## The VH Global Energy Infrastructure plc Board Ultimately responsible for the effectiveness of the Company's governance and the system of internal controls | Audit Committee | Management | Nomination Committee | Remuneration Committee | | --- | --- | --- | --- | | Review of annual and half year reports, audit results, internal controls, and risk assessment | Engagement Committee Regular review of major service provider agreements and performances | Advise the Board on succession planning, Board mix balance | Review remuneration policy, annual remuneration and ad hoc payment to Directors | ## Victory Hill Capital Partners LLP, (Victory Hill), Investment Manager Ensures the Company operates in an effective and ethical manner through creating, developing and implementing its strategy; Victory Hill driving operational and financial performance, and assessing and monitoring internal control practices | Investment Committee Review and decide on investment opportunities, relevant policies, as well as investment reasonableness and investment risk monitoring | Risk, Operations and Compliance Committee Provide oversight to the Victory Hill risk management framework including its effectiveness to investment, operational, regulatory and legal risk | Portfolio Risk and Valuations Committee Review valuations of investments against the Company's valuation procedure and methodology and determine reasonability of valuation processes and procedures | Sustainability Committee Responsible for developing sustainability strategy considering climate related risks and opportunities; review and challenge Victory Hill's existing practice | Sales and Marketing Committee Review and evaluate sales and marketing performance, propose and approve marketing budgets and resource allocation | | --- | --- | --- | --- | --- | | | | | | | ## Leadership ## The Board of Directors Under the leadership of the Chair, the Board is collectively responsible for the effective stewardship of the Company's affairs and the long-term success of the Company, generating value for shareholders and contributing to the wider society. It establishes the purpose, values and strategic aims of the Company and satisfies itself that these and its culture are aligned. The Board ensures that the necessary resources are in place for the Company to meet its objectives and fulfill its obligations to shareholders within a framework of high standards of corporate governance and effective internal controls. The Directors are required to act with integrity, lead by example and promote this culture within the Company. At the date of this report, the Board consisted of six non-executive Directors. The Board believes that its composition is appropriate for an investment company of the Company's nature and size. All of the Directors are independent of the Investment Manager and are able to allocate sufficient time to the Company to discharge their responsibilities effectively. The Directors possess a wide range of business and financial expertise relevant to the direction of the Company and consider that they commit sufficient time to the affairs of the Company. All Directors act in a non-executive capacity. Brief biographical details of the Directors, including details of their significant commitments, can be found on page 85. --- The Directors have appointment letters which do not provide for any specific term. Other than their letters of appointment as Directors, none of the Directors has a contract of service with the Company nor has there been any other contract or arrangement between the Company and any Director at any time during the year. The Board has agreed a procedure for the induction and training of new Board appointees and training requirements are dealt with as required. Information regarding the annual evaluation of the Board, its Committees, the individual Directors and the Chair; composition of the Board; tenure of the Directors; and the Directors' re-election is set out in the Report from the Nomination Committee on pages 107 to 109. ## The Chair Bernard Bulkin, as the Chair, leads the Board in determining its governance framework, culture and values and is responsible for its overall effectiveness in directing the Company. He demonstrates objective judgement, promotes a culture of openness and debate, and facilitates effective contributions by all Directors. The Chair leads the Board's relationship and engagement with shareholders and other stakeholders, and manages the relationship with the Investment Manager. In liaison with the Company Secretary, he ensures that the Directors receive accurate, timely and clear information. The Chair was independent of the Investment Manager at the time of his appointment and is deemed by his fellow Board members to continue to be independent in character and judgement and to have no conflicting relationships. He considers himself to have sufficient time to commit to the Company's affairs. The role and responsibilities of the Chair of the Board are clearly defined and set out in writing, a copy of which is available on the Company's website. ## Senior Independent Director Richard Horlick is the Senior Independent Director of the Company. He acts as a sounding board for the Chair, meets with major shareholders as appropriate, provides a channel for any shareholder concerns regarding the Chair and takes the lead in the annual evaluation of the Chair by the other Directors. In the event the Company experiences a period of stress, the Senior Independent Director would work with the Chair, the other Directors and/ or shareholders to resolve any issues. The role description of the Senior Independent Director is available on the Company's website. ## Matters reserved for the Board The Company's investment policy and strategy are determined by the Board. The Board is responsible for investment decisions, other than to the extent delegated to the Investment Manager, and the appointment, supervision and monitoring of the Company's service providers, including amongst others, the Investment Manager. The Board establishes the Company's borrowing policy, dividend policy, approves public documents such as the annual and interim reports and financial statements, and corporate governance matters. A formal schedule of matters reserved for decision by the Board has been adopted. This is available on the Company's website. ## Board Committees During the year, the Company had four Committees in operation, namely, the Audit Committee, the Management Engagement Committee, the Nomination Committee and the Remuneration Committee. The terms of reference of the Committees are available on the Company's website. ## Audit Committee The Company has established an Audit Committee which is chaired by Margaret Stephens and consists of Richard Horlick, Louise Kingham, Daniella Carneiro and Patrick Frith. The Board considers that the members of the Audit Committee have the recent and relevant financial experience and the Committee as a whole has competence relevant to the sector in which the Company operates. The Audit Committee includes individuals with substantial experience of the financial matters of listed companies and the energy infrastructure sector. This blend of skills and experience enables the Committee to fulfil its responsibilities effectively. The report of the Audit Committee is set out on pages 98 to 101. ## Management Engagement Committee The Management Engagement Committee is chaired by Richard Horlick and consists of all Directors. The Committee meets at least once a year to review the performance of the Investment Manager, the terms of their engagement and to consider the appropriateness of their fees. In addition, the Management Engagement Committee reviews the performance, terms of appointment and fees payable to the other key service providers of the Company, and makes recommendations to the Board regarding the continuing appointment of the Investment Manager and the other service providers. The report of the Management Engagement Committee is set out on page 110. ## Nomination Committee The Company has established a Nomination Committee which is chaired by Bernard Bulkin and comprises all Directors. The Committee reviews the Company's succession plan, and identifies and nominates candidates for the office of director of the Company. It also reviews the results of the annual evaluation process of the Board, its Committees, the Directors and the Chair, and makes recommendations to the Board in respect of the re-election of the Directors. The report of the Nomination Committee is included on pages 107 to 109. The number of scheduled Board and Committee meetings held during the year ended 31 December 2024 and the attendance of the individual Directors is shown below: | | Board | | Audit Committee | | Management Engagement Committee | | Nomination Committee | | Remuneration Committee | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Number entitled to attend | Number attended | Number entitled to attend | Number attended | Number entitled to attend | Number attended | Number entitled to attend | Number attended | Number entitled to attend | Number attended | | Bernard Bulkin | 6 | 6 | - | 3 | 1 | 1 | 1 | 1 | 1 | 1 | | Daniella Carneiro | 6 | 6 | 3 | 3 | 1 | 1 | 1 | 1 | 1 | 1 | | Richard Horlick | 6 | 6 | 3 | 3 | 1 | 1 | 1 | 1 | 1 | 1 | | Louise Kingham | 6 | 5 | 3 | 3 | 1 | 1 | 1 | 1 | 1 | 1 | | Margaret Stephens | 6 | 6 | 3 | 3 | 1 | 1 | 1 | 1 | 1 | 1 | In addition to the above, eight ad hoc meetings of the Board or its committees, and one ad hoc meeting of the Audit Committee and the Remuneration Committee each were held to deal with approval of documentation and administrative matters in respect of the quarterly interim dividends, annual and interim reports, and Directors' remuneration. ## Independent professional advice, insurance and indemnity The Board has formalised arrangements under which the Directors, in the furtherance of their duties, may seek independent professional advice at the expense of the Company. The Company also maintains directors' and officers' liability insurance, which includes cover of defence expenses. The Company's Articles of Association provide the Directors of the Company, subject to the provisions of UK legislation, with an indemnity in respect of liabilities which they may sustain or incur in connection with their appointment. Apart from this, there are no qualifying third party indemnity provisions in force. --- ## Conflicts of interest It is the responsibility of each individual Director to avoid an unauthorised conflict arising. Directors must request authorisation from the Board as soon as they become aware of the possibility of an interest that conflicts, or might possibly conflict, with the interests of the Company (a "situational conflict"). The Company's Articles of Association authorise the Board to approve such situations, where deemed appropriate. The Board is responsible for considering Directors' requests for authorisation of conflicts and for deciding whether or not the situational conflict should be authorised. The factors to be considered include: whether the situational conflict could prevent the Director from properly performing their duties; whether it has, or could have, any impact on the Company; and whether it could be regarded as likely to affect the judgement and/or actions of the Director in question. When the Board is deciding whether to authorise a situational conflict, only Directors who have no interest in the matter being considered are able to take the relevant decision, and in taking the decision, the Directors must act in a way they consider, in good faith, will be most likely to promote the Company's success. The Board is able to impose limits or conditions when giving authorisation if it thinks this is appropriate in the circumstances. The Directors must also comply with the statutory rules requiring the Directors to declare any interest in an actual or proposed transaction or arrangement with the Company. The Company Secretary maintains the Register of Directors' Conflicts of Interests which is reviewed at each Board meeting, to ensure that authorised conflicts remain appropriate. The Directors advise the Company Secretary and the Board as soon as they become aware of any conflicts of interest. Directors who have conflicts of interest do not take part in discussions which relate to any of their conflicts. ## Risk management and internal control review ## Overview The Directors acknowledge that they have overall responsibility for the Company's risk management and internal control systems and for reviewing their effectiveness. An ongoing process, in accordance with the FRC Guidance on Risk Management, Internal Control and Related Financial and Business Reporting, has been implemented for identifying, evaluating and managing the principal and emerging risks faced by the Company. This process has been in place throughout the year ended 31 December 2024 and up to the date the financial statements were approved and is regularly reviewed by the Board, through the Audit Committee. Key procedures established with a view to providing effective financial control have also been in place for the year under review and up to the date the financial statements were approved. The risk management process and systems of internal control are designed to manage rather than eliminate the risk of failure to achieve the Company's investment objective. It should be recognised that such systems can only provide reasonable, not absolute, assurance against material misstatement or loss. Financial and other aspects of internal control The Company has contractually delegated the management of the investment portfolio, the registration services, administration services and other services to third party service providers and reliance is therefore placed on the internal controls of those service providers. The internal financial control systems aim to ensure the maintenance of proper accounting records, the reliability of the financial information upon which business decisions are taken, reports are published and the assets of the Company are safeguarded. The key procedures include review of management accounts, monitoring of performance at quarterly Board meetings, segregation of the administrative function from investment management, maintenance of appropriate insurance and adherence to physical and computer security procedures. The internal controls at the service providers are reviewed by the Audit Committee. The Board has undertaken a review of the effectiveness of the Company's risk management and internal control systems as they have operated over the year and up to the date of the approval of the Annual Report. There were no matters arising from this review that required further investigation and no significant failings or weaknesses were identified. ## Internal control assessment process Robust risk assessments and reviews of internal controls are undertaken regularly in the context of the Company's overall investment objective. The Board, through the Audit Committee, has categorised risk management controls under the following key headings: risks relating to the Company (including reliance on third party service providers); portfolio investment strategy; risks relating to making investments; risks relating to the Company's shares; risks relating to regulation; accounting, operational and financial reporting; governance; and climate-related risks. In arriving at its judgement of what risks the Company faces, the Board has considered the Company's operations in the light of the following factors: - the nature and extent of risks which it regards as acceptable for the Company to bear within its overall business objective; - the threat of such risks becoming reality; - the Company's ability to reduce the incidence and impact of risk on its performance; and - the cost to the Company and benefits related to the review of risk and associated controls of the Company. A risk matrix is in place against which the risks identified and the controls to mitigate those risks can be monitored. The risks are assessed on the basis of the likelihood of them happening, the impact on the business if they were to occur and the effectiveness of the controls in place to mitigate them. This risk register is reviewed at least every six months by the Audit Committee and at other times as necessary. The majority of the day-to-day management functions of the Company are sub-contracted, and the Directors therefore obtain regular assurances and information from key third party suppliers regarding the internal systems and controls operating in their organisations. In addition, each of the third parties is requested to provide a copy of its report on internal controls each year, where available, which is reviewed by the Audit Committee. ## Relations with shareholders Details regarding the Company's engagement with its shareholders are set out on page 42. --- I am pleased to present the report of the Audit Committee (the "Committee") for the year ended 31 December 2024. ## Composition The composition of the Committee is set out above in the Corporate Governance Statement and details of how its performance evaluation has been conducted are included in the report of the Nomination Committee on pages 117 and 118. ## Meetings The Committee held three scheduled meetings during the year under review. The Directors' attendance is set out on page 95 in the Corporate Governance Statement. ## Role of the Audit Committee The primary responsibilities of the Committee are: - monitoring the integrity of the financial statements of the Company, any formal announcements relating to the Company's financial performance, and reviewing significant financial reporting judgements contained therein; - advising the Board on whether the annual report and financial statements, taken as a whole, are fair, balanced and understandable, and provide the information necessary for shareholders to assess the Company's position and performance, business model and strategy; - reviewing the Company's internal financial controls and internal control and risk management systems, and monitoring their ongoing effectiveness; - considering reports from any independent valuer appointed by the Company to value its investments; - reviewing and monitoring the external auditor's independence and objectivity; - reviewing the effectiveness of the external audit process, taking into consideration relevant UK professional and regulatory requirements; - conducting the tender process and making recommendations to the Board about the appointment, re-appointment and removal of the external auditor, and approving the remuneration and terms of engagement of the external auditor; and - developing and implementing policy on the engagement of the external auditor to supply non-audit services, ensuring there is prior approval of non-audit services, considering the impact this may have on independence, taking into account the relevant regulations and ethical guidance in this regard, and reporting to the Board on any improvement or action required. ## Activities of the Audit Committee During the year under review, the Audit Committee: - conducted a review of the internal controls and risk management systems of the Company and its third party service providers; - conducted regular reviews of the Company's risk register; - reviewed the interim and annual valuation reports of the Company's portfolio prepared by the Investment Manager. In doing so, the Audit Committee monitored the effectiveness of the Company's valuation policies and methods; - reviewed the disclosures made in the annual and interim reports in relation to internal controls and risk management, viability, going concern and related parties; - reviewed the Company's annual and interim financial statements and recommended these to the Board. In particular, the Committee advised the Board that taken as a whole, the Annual Report is fair, balanced and understandable, and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy; - agreed the plan with the Auditor in respect of the review of the Interim Report for the period ended 30 June 2024 and the statutory audit of the Annual Report for the year ended 31 December 2024, including the principal areas of focus; - reviewed and agreed the audit fees for the statutory audit of the Company and for the interim review for 2024; - received and discussed with the Auditor its report on the results of the review of the interim financial statements and the year-end audit; - discussed and considered the Auditor's performance, objectivity and independence and the effectiveness of the external audit; and - reviewed whether an internal audit function would be of value and concluded that this would provide minimal added comfort at considerable extra cost to the Company. The existing system of monitoring and reporting by third-party service providers remains appropriate. The Committee keeps the need for an internal audit function under periodic review. ## Financial statements and significant accounting matters The Audit Committee has taken into account the most significant risks and issues, both operational and financial, which are likely to impact the Company's financial statements. It considered the following key issues in relation to the Company's financial statements during the year and post year end: ## Valuation of investments The Audit Committee monitored the integrity of the financial information published in the Interim and Annual Reports and considered whether suitable and appropriate estimates had been made in respect of areas which could have a material impact on the financial statements. It actively engaged with the Investment Manager and the Administrator to assess these significant estimates and the systems and processes in place to form these estimates. The Committee considered the valuation of investments to be a risk which could materially impact the financial statements for the year ended 31 December 2024. Assumptions applied to derive the valuation of investments are selected and recommended by the Investment Manager. These include discount rates, power prices, energy yield, inflation rates, asset life, operating expenses, taxation rates and capital expenditure. Valuation methodology and assumptions are discussed in detail within note 7 to the financial statements. The Committee considered the subjectivity and appropriateness of the assumptions used to determine the valuation of investments, held through ENRIQ Holdings, which could affect the NAV of the Company. These were discussed with the Investment Manager and the Auditor. The Committee reviewed the valuation reports from the Investment Manager, including the underlying assumptions, and concluded that the valuation of the Company's portfolio at the year end was appropriate. ## Going concern and viability statement The Committee considered the Company's financial requirements for the next 12 months and concluded that it had sufficient resources to meet its commitments. Consequently, the financial statements have been prepared on a going concern basis. The Committee also considered the longer-term viability statement within the Annual Report, covering a three-year period, and the underlying factors and assumptions which contributed to the Committee deciding that five years was an appropriate length of time to consider the Company's long-term viability. The Company's Going Concern and Viability Statements can be found on page 51. ## Internal controls The Audit Committee carefully considered the internal control systems by monitoring the services and controls of its third party service providers. It reviewed and, where appropriate, updated the risk matrix in respect of the significant risks facing the Company and the controls in place to mitigate those risks. The Company received reports on internal controls from key service providers during the year, when available, and no significant matters of concern have been identified. ## ESG assurance review In respect of the Annual Report and financial statements for the year ended 31 December 2024, the Audit Committee received the ESG assurance report from Bureau Veritas, as a form of non-audit service, which is detailed on page 62. The Committee also reviewed the Investment Manager's ESG and Sustainability Impact Report which provided an overview of Victory Hill's ESG activities. ## Audit fees and non-audit services The Audit Committee reviewed the audit plan and fees presented by the Auditor and considered its report on the financial statements. Total audit fees for the Company in respect of the year under review amounted to $£ 270,000$ (period ended 31 December 2023: $£ 223,000$ ). The Audit Committee has put a policy in place on the supply of any non-audit services provided by the Auditor. Such services are considered on a case-by-case basis and may only be provided to the Company if approved by the Audit Committee, the provision of such services is at a reasonable and competitive cost, and does not constitute a conflict of interest or potential conflict of interest which --- would prevent the Auditor from remaining objective and independent. BDO LLP was paid fees in respect of the following non-audit services in the year. | Non-audit service provided | Non- received 2024 | Non- received 2024 | | --- | --- | --- | | Review of Interim Report | $£ 73,000$ | $£ 70,000$ | | ESG Assurance Review | - | $£ 83,700$ | Where non-audit services are provided by the Auditor, full consideration of the financial and other implications on the independence of the Auditor arising from any such engagement are considered before proceeding. The Audit Committee has considered the non-audit work of the Auditor during the period and does not consider that this compromises its independence. The Committee periodically monitors the ratio of non-audit to audit services to ensure that any fees for permissible non-audit services do not exceed $70 \%$ of the average audit fees paid in the last three years. The Committee notes that this ratio has not been breached given this is the third year of audit and the threshold would apply to subsequent audits. Details of the Auditor's remuneration are set out in note 5 to the financial statements. ## Effectiveness of external audit The Audit Committee reviews the effectiveness of the external audit process on an annual basis. During the year, the Committee met key members of the senior audit team at BDO LLP as part of the annual reporting process. It received a presentation of the audit plan from the Auditor in respect of the year under review and a presentation of the results of the audit following completion of the main audit testing. The Chair of the Committee liaises with the lead audit partner, to discuss any issues arising from the audit as well as its cost effectiveness. The Committee also met with the lead audit partner and the key individuals of the senior audit team prior to the finalisation of the audit of the Annual Report and financial statements for the year ended 31 December 2024, without the Investment Manager being present, to discuss how the external audit was carried out, the findings from such audit and whether any issues had arisen from the Auditor's interaction with the Company's various service providers. The process for assessing the effectiveness of the external audit also involved receiving feedback from the Company's other service providers involved in the audit, primarily the Investment Manager, on the performance of the Auditor. Following its review, the Audit Committee concluded that the Auditor has demonstrated a good understanding of the structure and operations of the Company and had identified and focused on the areas of significant financial reporting risk. The external audit process was considered to have been effective. ## Independence and objectivity of the Auditor BDO LLP was selected as the Company's external independent Auditor at the time of the Company's launch in 2021 following a formal tender process and review of the Auditor's credentials. The continuing appointment of the Auditor is reviewed annually by the Audit Committee, which gives consideration to the Auditor's fees and independence, along with the matters raised during each audit. The Audit Committee has considered the independence and objectivity of the Auditor and has conducted a review of non-audit services which the Auditor has provided during the year under review. The Committee receives an annual assurance from the Auditor that its independence is not compromised by the provision of such non-audit services. The Committee is satisfied that the Auditor's objectivity and independence is not impaired by the performance of these nonaudit services and that the Auditor has fulfilled its obligations to the Company and its shareholders. In accordance with the statutory requirements relating to the appointment of auditors, the audit will be put out to tender within 10 years of the initial appointment of BDO LLP. ## Re-appointment of the Auditor Following consideration of the performance of the Auditor, the services provided during the year and a review of its independence and objectivity, the Committee has recommended to the Board the re-appointment of BDO LLP as the Auditor to the Company. The Auditor has indicated their willingness to continue in office. Accordingly, resolutions to re-appoint BDO LLP as Auditor to the Company and authorising the Audit Committee to determine their remuneration will be proposed at the Annual General Meeting. ## Fair, balanced and understandable The Audit Committee has concluded that the Annual Report for the year ended 31 December 2024, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy. It reached this conclusion through a process of review of the Annual Report and enquiries to the various parties involved in the production of the Annual Report. The Audit Committee reported its conclusions to the Board. ## Margaret Stephens Chair of the Audit Committee --- #### **DIRECTORS' REMUNERATION REPORT** *The law requires the Company's Auditor to audit certain disclosures provided in the Annual Report on Directors' remuneration. Where disclosures are audited, they are indicated as such. The Auditor's opinion is given in their report on pages 113 to 120.* #### **Statement from the Chair of the Remuneration Committee** I am pleased to present the Directors' remuneration report for the year ended 31 December 2024. The Remuneration Committee (the "Committee") assists the Board in developing a fair and transparent framework for setting the levels of Directors' remuneration while having regard to the Company's financial position and performance, remuneration in other companies of comparable scale and complexity, and market statistics generally. It also reviews the ongoing appropriateness and relevance of the Directors' remuneration policy. No Director is involved in determining their own remuneration. The Committee held one scheduled meeting during the year. The Directors' attendance at this meeting and the composition of the Committee are set out in the Corporate Governance Statement and details of how its performance evaluation has been conducted are included in the report of the Nomination Committee on pages 107 to 109. For the year ended 31 December 2024, the annual fees were set at the rate of £84,500 for the Chair of the Board, £71,500 for the Audit Chair, £64,500 for the Senior Independent Director, and £51,500 for the other Directors. The 2024 Audit Chair and Senior Independent Director remuneration was released following a benchmarking exercise undertaken by Trust Associates in 2023. Other Directors' remuneration was increased in line with the UK Retail Price Index increase from 1 January 2023 to 31 December 2023. In 2025, the remuneration for all the Directors was increased in line with the Remuneration Policy. The Directors' fees are fixed with no variable element. The Remuneration Committee reviews Directors' fees on an annual basis. The fees payable to the Directors will be reviewed annually, as detailed in the Directors' Remuneration Policy on page 105. The Company is required to obtain formal approval from shareholders of the Directors' Remuneration Policy once every three years and in any year if there are any changes proposed to the policy. Shareholders are requested to approve the Directors' Remuneration Report on an annual basis. The Directors' Remuneration Policy is subject to a binding vote, while the vote on the Directors' Remuneration Report is an advisory vote. The Directors' Remuneration Policy was approved by shareholders at the AGM held on 27 April 2022. No significant changes are proposed to the way in which this current, approved Directors' Remuneration Policy will be implemented during the course of the next financial year. An ordinary resolution will be put to shareholders at the forthcoming AGM of the Company to be held on 21 May 2025 to receive and approve the Directors' Remuneration Report. #### **Performance of the Company** Due to the positioning of the Company in the market as a listed investment trust that invests in sustainable energy infrastructure to produce stable and inflating dividends for investors while aiming to preserve capital value, the Directors consider that the Company has characteristics of both an equity index and a bond index. The graph on the following page compares the total shareholder return of the Company relative to a return on a hypothetical holding over the same period in the FTSE All-Share Index and the Bloomberg Barclays Sterling Corporate Bond Index, from IPO on 2 February 2021 to 31 December 2024. Total shareholder return is the measure of returns provided by a company to shareholders reflecting share price movements and assuming reinvestment of dividends. ![img-37.jpeg](img-37.jpeg) #### **Directors' remuneration (audited)** The Directors who served during the year received the following emoluments: | | Year | | Expenses | | Total | | | --- | --- | --- | --- | --- | --- | --- | | | For the year ended 31 December 2024 £ | For the period ended 31 December 2023 £ | For the year ended 31 December 2024 £ | For the period ended 31 December 2023 £ | For the year ended 31 December 2024 £ | For the period ended 31 December 2023 £ | | Directors | | | | | | | | Bernard Bulkin | 84,500 | 81,500 | – | – | 84,500 | 81,500 | | Richard Horlick | 64,500 | 58,500 | – | 2,765 | 64,500 | 61,265 | | Louise Kingham | 61,500 | 58,500 | – | – | 61,500 | 58,500 | | Margaret Stephens | 71,500 | 58,500 | – | – | 71,500 | 58,500 | | Daniella Carneiro* | 61,500 | 55,869 | – | – | 61,500 | 55,869 | | Total | 343,500 | 312,869 | – | 2,765 | 343,500 | 315,634 | There are no other taxable benefits payable by the Company other than certain expenses which may be deemed to be taxable. None of the above fees was paid to third parties. Expenses are reimbursements for costs incurred which are not taxable. - Appointed on 19 January 2023. --- # **DIRECTORS' REMUNERATION REPORT CONTINUED** ## **Percentage increases in fees Year-on-Year** | | Year 0 31 December 2021 | Year 0 31 December 2021 | Year 0 31 December 2022 | Year 0 31 December 2021 | | --- | --- | --- | --- | --- | | **Director** | 31 December 2021 | 31 December 2021 | 31 December 2022 | 31 December 2021 | | Bernard Bulkin | 3.7 | 16.4 | 9.4 | 0.0 | | Richard Horlick | 10.3 | 17.0 | 8.7 | 0.0 | | Louise Kingham | 5.1 | 17.0 | 8.7 | 0.0 | | Margaret Stephens | 22.2 | 17.0 | 8.7 | 0.0 | | Daniella Carneiro | 5.1 | – | – | – | | **Patrick Firth** | – | – | – | – | 1. The fees for the period ended 31 December 2021 accrued from the Company's IPO on 2 February 2021. On a year-on-year basis, there was no change to the Directors' fees between this period and the year ended 31 December 2022. 2. Directors' fees for the year ended 31 December 2023 were increased in line with UK RPI from 1 January 2021 to 31 December 2022. 3. The fees of the Audit Chair and the Senior Independent Directors have been rebased in accordance with the Trust Associates. Other Directors were increased in line with UK RPI from 1 January 2023 to 31 December 2023. 4. Mr Patrick Firth was appointed as an independent non-executive director with effect from 20 February 2025. 5. Movement in individual Directors's salary based on annualised total figures. Prior year remuneration was prorated based on duration of service. ## **Relative importance of spend on pay** The following table sets out: - the remuneration paid to the Directors; - the distributions to shareholders by way of dividends; - the distributions to shareholders by way of share buybacks; and - the investment management fees and other expenses incurred by the Company. | | Year ended 31 December 2021 ₹ 944 | Year ended 31 December 2022 ₹ 900 | Change % | | --- | --- | --- | --- | | Directors' remuneration | 343.5 | 312.9 | 9.8 | | Investment Manager's fee | 4,374 | 4,372 | 0.0 | | Other expenses | 1,835 | 1,819 | 0.9 | | Distributions to shareholders by way of: | | | | | - Dividends paid and proposed | 22,927 | 23,269 | (1.5) | | - Share buybacks¹ | 14,621 | 5,470 | 167.3 | 1. Share buyback programme commenced on 15 September 2023 and ended 8 November 2024. ## **Directors' shareholdings (audited)** There is no requirement under the Company's Articles of Association, or the terms of their appointment, for Directors to hold shares in the Company. The Directors had the following shareholdings in the Company as at 31 December, and as at the date of this report, all of which are beneficially owned. | Director | 2 April 2025 | 31 December 2024 | 31 December 2023 | | --- | --- | --- | --- | | Bernard Bulkin | 68,101 | 68,101 | 46,362 | | Richard Horlick | 300,000 | 300,000 | 300,000 | | Louise Kingham | 26,753 | 26,753 | 20,000 | | Margaret Stephens | 56,960 | 56,960 | 28,181 | | Daniella Carneiro | – | – | – | | **Patrick Firth** | – | – | – | None of the Directors or any persons connected with them had a material interest in the Company's transactions, arrangements or agreements during the year. ## **Voting at AGM** The Directors' Remuneration Report for the year ended 31 December 2023 was approved by shareholders at the AGM held on 22 May 2024. The Directors' Remuneration Policy was last approved by shareholders at the AGM held on 27 April 2022. The votes cast by proxy were as follows: | | Directors' Remuneration Report (AGM 2024) | | Directors' Remuneration Policy (AGM 2023) | | | --- | --- | --- | --- | --- | | | Number of votes | % of votes cast | Number of votes | % of votes cast | | For | 276,431,586 | 99.21 | 280,032,586 | 93.30 | | Against | 2,212,215 | 0.79 | 20,124,775 | 6.70 | | Total votes cast | 278,645,277 | 100.0 | 300,157,361 | 100.0 | | Number of votes withheld | 1,476 | – | 871,329 | – | ## **DIRECTORS' REMUNERATION POLICY** ### **Overview** The Directors' Remuneration Policy is put to a shareholders' vote every three years and in any year if there is to be a change in the policy. A resolution to approve this Remuneration Policy was proposed at the Company's AGM held on 27 April 2022. The resolution was passed, and the Remuneration Policy provisions set out below will apply until they are next put to shareholders for renewal of that approval. ### **Policy** #### **Fees** The Directors' fees are determined within the limits set out in the Company's Articles of Association and they are not eligible for bonuses, pension benefits, share benefits, share options, long-term incentive schemes or other benefits. The Directors' fees are paid at annual rates and do not have any variable or performance-related elements. The Board may determine that additional remuneration may be paid, from time to time, to any one or more Directors in the event such Director or Directors are requested by the Board to perform extra or special services on behalf of the Company. The Directors shall be entitled to fees at such rates as determined by the Board subject to the maximum aggregate fee limit of £500,000 set out in the Company's Articles of Association. --- The Directors shall also be entitled to be reimbursed for all expenses incurred in performance of their duties. These expenses are unlikely to be of a significant amount. Fees are payable from the date of appointment as a Director of the Company and cease on date of termination of appointment. The Board will not pay any incentive fees to any person to encourage them to become a Director of the Company. The Board may, however, pay fees to external agencies to assist the Board in the search and selection of Directors. Current and future policy | Component | Director | Purpose of record | Operation | | --- | --- | --- | --- | | Annual fee | Chair of Board | Fees for services as chair of a plc | Determined by the Board | | Annual fee | Other Directors | Fees for services as non- executive directors of a plc | Determined by the Board | | Expenses | All Directors | Reimbursement of expenses incurred in the performance of duties | Submission of appropriate supporting documentation | Statement of consideration of conditions elsewhere in the Company The Company has no employees. Therefore, the process of consulting with employees on the setting of the remuneration policy is not applicable. ## Review The Directors' remuneration will be reviewed on an annual basis by the Board and any changes are subject to approval by the Board. The remuneration payable to the Directors will take into account a number of factors, inter alia, the experience of the Directors, the complexity of the Company and prevailing market rates. ## Directors' service contracts The Directors do not have service contracts with the Company. The Directors are not entitled to compensation on loss of office. The Directors have appointment letters which do not provide for any specific term. However, in accordance with the AIC Code, they are subject to annual re-election. ## Statement of consideration of shareholders' views The Company is committed to ongoing shareholder dialogue and takes an active interest in voting outcomes. If there are substantial votes against resolutions in relation to Directors' remuneration, the Company will seek the reasons for any such vote and will detail any resulting actions in the next Directors' remuneration report. ## Approval The Directors' Remuneration Report was approved by the Remuneration Committee and signed on its behalf by: ## Daniella Carneiro Chair of the Remuneration Committee ## REPORT OF THE NOMINATION COMMITTEE I am pleased to present the report of the Nomination Committee (the "Committee") for the year ended 31 December 2024. ## Composition The composition of the Committee is set out in the Corporate Governance Statement above. Details of how its performance evaluation has been conducted are included below and on page 92. ## Meetings There has been one meeting of the Committee during the year. The Directors' attendance at these meetings is included in the Corporate Governance Statement on page 93. ## Role of the Nomination Committee The main responsibilities of the Committee include: - reviewing the structure, size and composition of the Board and its Committees; - ensuring plans are in place for orderly succession to the Board and ensuring that such plans promote diversity of gender, social and ethnic backgrounds, cognitive and personal strengths; - leading the process for appointments to the Board and considering the use of open advertising and/or an external search consultancy for each appointment; - considering job specifications and whether the candidates have the necessary skills and time available to devote to the Company; - arranging for any new Directors to be provided with training and induction; - making recommendations to the Board regarding the Company's policy on the tenure of the Chair of the Company; - reviewing the length of service of each Director and assessing if this impacts their independence; - making recommendations to the Board regarding the Company's policy on diversity and inclusion; and - performing a formal and rigorous evaluation of the Board, its committees, the Chair of the Board and the individual Directors on at least an annual basis, including, if appropriate, considering engagement of an external evaluator to facilitate the evaluation. ## Activities During the year, the Nomination Committee: - led the recruitment process for the appointment of Mr Patrick Firth with the assistance of an external search agency, Trust Associates, which has no other connection to the Company or the individual directors. - recommended to the Board the appointment of Mr Firth as the Chair of the Audit to replace Ms Stephens who intends to retire from the Board Committee and his appointment to various committees of the Board; - considered the results of the evaluation of the Board, its Committees, the individual Directors and the Chair; - as part of the evaluation process, considered the Board's composition with reference to the mix of skills, diversity, knowledge and experience, and how these aligned with the Company's strategic objectives and the opportunities and challenges faced by it; - updated the Company's policies regarding the tenure of the Chair and the other Board members, and diversity and inclusion, to make these more robust and better aligned with the recommendations of the AIC Code and other relevant regulatory framework; - reviewed its terms of reference and considered whether these remained appropriate; - reviewed the significant commitments of the Directors and the time dedicated by them to the affairs of the Company; and - made recommendations to the Board regarding the Directors' annual re-election by shareholders at the AGM. ## Performance evaluation A formal performance evaluation process is undertaken annually for the Board, its Committees, the individual Directors and the Chair. The Directors are aware that they continually need to monitor and improve Board performance and recognise that this can be achieved through regular Board evaluation, which provides a valuable feedback mechanism for improving Board effectiveness. The Directors have undertaken an internal performance evaluation by way of completing written questionnaires, led by the Chair, specifically designed to assess the strengths and independence of the Board and the performance of its Committees, the Chair and the individual --- Directors. The questionnaires are also intended to analyse the focus of Board meetings and assess whether they are appropriate, or if any additional information may be required to facilitate Board discussions. Any training needs identified as part of the evaluation process are also considered by the Board. The evaluation of the Chair was carried out by the other Directors of the Company, led by Mr Horlick. The results of the Board evaluation process were reviewed and discussed by the Nomination Committee. The recommendations made as part of the evaluation process were discussed by the Directors to ensure that all points were addressed appropriately and to enable continuous improvement of the Board. The Committee's deliberations concluded that: - as a whole, the Board functions effectively and the current Committee structure remains appropriate; - the Chair leads the Board effectively and promotes a culture of openness and debate, and facilitates constructive Board relations and effective contribution of all Directors. In liaison with the Company Secretary, he ensures that the Directors receive accurate, timely and clear information; - each Director provides constructive challenge, strategic guidance, offers specialist advice and holds third party service providers to account; - all Directors are considered to be independent of the Investment Manager in both character and judgement. None of the Directors sit on the boards of any other companies managed by the Investment Manager; and - all of the current Directors make an effective contribution to the Company's operations which is important to its long-term sustainable success. They have the requisite skills and experience to continue to provide able leadership and direction for the Company. The Nomination Committee of the Company aims to follow best governance practices, where possible, and accordingly, regularly considers the merits of having an external performance evaluation in line with the recommendation of the AIC Code for FTSE 350 companies. ## Re-election of Directors In accordance with the AIC Code, the Committee annually considers the re-election of the Directors with reference to their performance over the course of the financial year and ability to commit adequate amount of time to the Company's affairs. Directors are subject to election by shareholders at the first annual general meeting after their appointment and to annual re-election at the Company's annual general meetings thereafter. Following formal performance evaluation, the Board strongly recommends the re-election of all Directors on the basis of their knowledge and understanding of the Company's business model, their experience and expertise in investment matters, their independence and continuing effectiveness and commitment to the Company. Ms Stephens does not intend to stand for re-election at the AGM. The Directors' biographical details are set out on page 85. ## Induction of new Directors The Company has an established process in place for the induction of new Directors. An induction pack is provided to new Directors by the Company Secretary, containing relevant information about the Company, its constitutional documents and its processes and procedures. New appointees meet with relevant persons at the Investment Manager and the Company's Broker. Directors' training is also provided to each new Director by the Company's legal adviser. ## Diversity and inclusion The Board's diversity policy is based on its belief that the Board should have a diverse range of experience, skills and backgrounds. When making recommendations for new appointments to the Board and planning for Board succession, the Nomination Committee will take into consideration the recommendations of the AIC Code and other guidance on boardroom diversity and inclusion. The Board supports the recommendations of the FTSE Women Leaders Review on gender diversity and its voluntary target for FTSE 350 boards to have a minimum of $40 \%$ of women on boards. The Company also supports the Parker review's recommendations to increase ethnic and cultural diversity on company boards. Whilst the Board does not consider it appropriate to use specific diversity targets given its small size, it acknowledges that diversity is important to ensure that the Company can draw on a broad range of perspectives, skills, experience, knowledge and backgrounds to effectively lead the Company. As at 31 December 2024, three out of five Directors (60\%) were women. The Board is also meeting the recommendation that at least one Director is from an ethnic minority background. The following tables set out the gender and ethnic diversity of the Board as at 31 December 2024: | Gender diversity | Number of Non-Presidents | Percentage of the Public and Public institutions | Number of senior practices in the Board | | --- | --- | --- | --- | | Men | 2 | 40 | 2 | | Women | 3 | 60 | 1 | | Other | - | - | - | | Not specified/prefer not to say | - | - | - | | Ethnic diversity | Number of Non-Presidents | Percentage of the Public and Public institutions | Number of senior practices in the Board | | White British or other White (including minority-white groups) | 4 | 80 | 3 | | Mixed/Multiple Ethnic Groups | - | - | - | | Asia/Asian British | - | - | - | | Black/African/Caribbean/ Black British | - | - | - | | Other ethnic groups, including Arab | 11 | 20 | - | | Not specified/prefer not to say | - | - | - | 1 Senior positions include Chair of the Board, Senior Independent Director and Chair of the Audit Committee. 2 Latin American As an externally managed investment company with solely independent, non-executive Directors, the Company does not have a Chief Executive or a Chief Financial Officer and has no employees or internal operations. Accordingly, there are no disclosures about executive management positions to be included. The role of the Audit Committee Chair is considered to be a senior position and has been included in the above tables. The information in the above tables was provided by individual Directors in response to a request from the Company. ## Tenure and succession planning The Company has no employees, and the Investment Manager is external to the Company, therefore the Board's oversight of succession planning is restricted to the Board level. The Board will, from time to time and where appropriate, discuss the succession plans of the Investment Manager through its Management Engagement Committee. The Board's succession plan is guided by its policy on tenure. The Board has agreed on a limit of nine years on the tenure of the Directors, in line with the recommendations of the AIC Code. It believes that the tenure should balance the need to provide and maintain continuity, knowledge, experience and independence, against the need to periodically refresh the Board composition, in order to maintain an appropriate mix of the required skills, experience, knowledge and length of service. As the Company was launched in 2021, the Nomination Committee considers that it will be appropriate to initiate formal succession planning in the Company's third year of existence. At that time, the Committee will ensure that the succession plan is based on merit and objective criteria and promotes diversity of gender, social and ethnic backgrounds, cognitive and personal strengths, whilst taking into account the challenges and opportunities facing the Company and the Board and the balance of skills and expertise that are required in the future. Accordingly, the formal succession planning was initiated at the Nomination Committee in 2024. ## Bernard Bulkin Chair of the Nomination Committee --- I am pleased to present the report of the Management Engagement Committee (the "Committee") for the year ended 31 December 2024. ## Composition The composition of the Committee is set out in the Corporate Governance Statement on page 95. Details of how its performance evaluation has been conducted are included on pages 107 and 108 in the report of the Nomination Committee. ## Meetings The Committee met once during the year under review. The Directors' attendance at the Committee meetings held during the year is set out in the Corporate Governance Statement on page 92. ## Role of the Management Engagement Committee The key responsibilities of the Committee include: - monitoring and evaluating the AIFM and the Investment Manager's investment performance and, if necessary, providing appropriate guidance; - reviewing, at least annually, the performance of the AIFM and the Investment Manager and considering their continued appointment on the terms set out in their respective agreements with the Company; - reviewing the level and method of remuneration, the basis of performance fees (if any) and the notice period of the AIFM and the Investment Manager to ensure that these remain in the best interests of the shareholders; - ensuring that processes have been put in place to review the Company's risk management and internal control systems designed to safeguard shareholders' investment and the Company's assets; and - monitoring and evaluating the performance of the other key service providers of the Company to ensure their continued competitiveness and effectiveness. ## Activities during the year The Committee has conducted a comprehensive review of the performance of the AIFM, the Investment Manager and the Company's other key service providers. This included an assessment of the services provided as well as the fees paid for the provision of such services. Following its review, the Committee is satisfied that Victory Hill, as the Investment Manager and the AIFM, has diligently invested the available funds during the year, in line with the investment policy, which should provide stable returns to the Company's shareholders. The Directors are satisfied that the collective skillset of the Investment Manager's team contains all the necessary skills and experience to best serve the interests of EMRG shareholders in performing its delegated responsibilities. Details of the Investment Manager's activities during the year and the Company's overall performance are included in the Strategic Report. The key elements of the fees paid to Victory Hill are set out on page 99. As a whole, the Committee is satisfied that Victory Hill has the suitable skills and experience to advise upon and manage, respectively, the Company's investments, and believes that their continuing appointment as the Investment Manager and the AIFM of the Company is in the best interests of shareholders. The performance of the Company's other service providers is also closely monitored by the Board, through the Committee. The Committee's review of the key service providers comprised open and closed-ended questions and included a review of the quality of their services and fees to ensure they remained effective and competitive. This process also included reviewing each service provider's policies and procedures to ensure that they had adequate controls and procedures in place. Following a comprehensive review, the Committee concluded that the performance of all the Company's key service providers had been satisfactory and recommended their continuing appointment on the current terms. Richard Horlick Chair of the Management Engagement Committee ## STATEMENT OF DIRECTORS' RESPONSIBILITIES The Directors are responsible for preparing the annual report and the financial statements in accordance with UK adopted international accounting standards and applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law, they are required to prepare the Company financial statements in accordance with UK adopted international accounting standards. Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss for the Company for that period. In preparing these financial statements, the Directors are required to: - select suitable accounting policies and then apply them consistently; - make judgements and accounting estimates that are reasonable and prudent; - state whether they have been prepared in accordance with UK adopted international accounting standards, subject to any material departures disclosed and explained in the financial statements; - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business; and - prepare a Directors' report, a Strategic report and Directors' remuneration report which comply with the requirements of the Companies Act 2006. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for ensuring that the annual report and accounts, taken as a whole, are fair, balanced, and understandable and provides the information necessary for shareholders to assess the Group's performance, business model and strategy. ## Website publication The Directors are responsible for ensuring the annual report and the financial statements are made available on a website. Financial statements are published on the Company's website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance and integrity of the Company's website is the responsibility of the Directors and has been delegated to the Investment Manager. The Directors' responsibility also extends to the ongoing integrity of the financial statements contained therein. ## Directors' responsibilities pursuant to DTR4 The Directors, to the best of their knowledge, confirm that: - the financial statements have been prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Company; and - the annual report includes a fair review of the development and performance of the business and the financial position of the Company, together with a description of the principal risks and uncertainties that it faces. The Directors consider that the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's position and performance, business model and strategy. ## Approval This Directors' responsibilities statement was approved by the Board of Directors and signed on its behalf by: ## Bernard Bulkin Chair 2 April 2025 --- | Independent Auditor's report | 113 | | --- | --- | | Statement of comprehensive income | 120 | | Statement of financial position | 121 | | Statement of changes in shareholders' equity | 122 | | Statement of cash flows | 123 | | Notes to the financial statements | 124 | | Alternative performance measures | 147 | ## Independent Auditor's Report ## Independent auditor's report to the members of VH Global Energy Infrastructure PLC ## Opinion on the financial statements In our opinion the financial statements: - give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its loss for the year then ended; - have been properly prepared in accordance with UK adopted international accounting standards; - have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements of VH Global Energy Infrastructure PLC (the 'Company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Shareholders' Equity, the Statement of cash flows and notes to the financial statements, including a summary of material accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted international accounting standards. ## Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit opinion is consistent with the additional report to the audit committee. ## Independence Following the recommendation of the Audit Committee, we were appointed by the Board of Directors in the year of incorporation to audit the financial statements for the year ended 31 December 2021 and subsequent financial periods. The period of total uninterrupted engagement including retenders and reappointments is 4 years, covering the years ended 31 December 2021 to 31 December 2024. We remain independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services prohibited by that standard were not provided to the Company. ## Conclusions relating to going concern In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included: - Assessing and challenging the inputs in the cashflow forecast prepared by the Directors against existing contractual commitments, including performing stress testing considering downside scenarios and assessing the impact on the Company's liquidity position; - Assessing assumptions used within the valuation models to supporting documentation per the key audit matter noted below and considering how these impact on the ability of the portfolio companies to make distributions to the Company and therefore on the Company's ability to meet its commitments as they fall due; - Reviewing the future commitments of the Company and checking they have been appropriately incorporated into the forecast; - Reviewing the amount of headroom in the forecasts of both the base case and downside scenarios; and - Reviewing the Board's assessment of the possible results of the continuation vote by shareholders at the forthcoming AGM and their expectation that shareholders will vote to continue the Company. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. --- In relation to the Company's reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors' statement in the financial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. ## An overview of the scope of our Audit | Key audit matters | Valuation of Investments | 2024 | 2023 | | --- | --- | --- | --- | | Materiality | Financial statements as a whole $£ 6.128 \mathrm{~m}(2023: £ 7.258 \mathrm{~m})$ based on $1.5 \%(2023: 1.5 \%)$ of net assets. Specific Materiality Materiality for items impacting on the realised return was $£ 0.794 \mathrm{~m}(2023: £ 1.141 \mathrm{~m})$ based on $5 \%(2023: 5 \%)$ of profit before tax, excluding the unrealised valuation movements. | Yes | Yes | ## Scope of our audit Our audit was scoped by obtaining an understanding of the Company and its environment, including the Company's system of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement. ## Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. | Key audit matter | | How the scope of our audit addressed the key audit matter | | --- | --- | --- | | Valuation of investments (See note 7, and accounting policy on pages 132) | 100\% of the underlying investment portfolio is represented by unquoted equity and loan investments. The valuation of investments is calculated using dividend discounted models. This is a highly subjective accounting estimate where there is an inherent risk of bias arising from the investment valuations being prepared by the Investment Manger who is remunerated based on the net asset value of the company. There is a fraud risk due to high level of estimation uncertainty regarding judgemental inputs such as power generation, pricing forecasts, discount rates, useful economic lives of assets and inflation, involved in determining the valuation. There is risk of error in the model integrity, classification of investments as loan vs equity, calculation of unrealised gains due to complexity in the valuation models regarding accuracy of contractual inputs. Investments at fair value through profit or loss is the most significant balance in the financial statements and is the key driver of performance therefore we determined this to be a key audit matter. | For new investments, obtained and reviewed purchase agreements and contracts and considered whether inputs were accurately reflected in the valuation model. In respect of the investments valued using dividend discounted models, we performed the following specific procedures: - Challenged the appropriateness of the selection and application of key assumptions in the model including the discount rate, inflation and asset life applied by benchmarking to available industry data and with the assistance of our internal valuations experts. - For existing investments, we compared the assumptions used in the current year to the prior year audited assumptions and obtained sufficient evidence for significant changes in assumptions. - Used spreadsheet analysis tools to assess the integrity of the valuation models and track changes to inputs or structure from the valuation model used in the prior year. - Considered the accuracy of forecasting by comparing forecasts to actual results and challenged the reasons for significant variances and whether these have been adequately factored into future modelling. - Reviewed the corporation tax workings within the valuation model and considered whether these had been calculated accurately in the context of current corporation tax legislation and rates in relevant jurisdictions. - Agreed a sample of cash and other net assets incorporated into the valuation to bank statements and investee company management accounts. - For each of the key assumptions in the valuation models, we considered the appropriateness of the assumption by benchmarking to available industry data and consulting with our internal valuations experts and considering whether alternative reasonable assumptions could have been applied. We considered each assumption in isolation as well as in conjunction with other assumptions and the valuation as a whole. Where appropriate, we sensitised the valuations where other reasonable alternative assumptions could have been applied. We also considered the completeness and clarity of disclosures regarding the range of reasonable alternative assumptions in the financial statements. | --- | Key audit matter | | How the scope of our audit addressed the key audit matter | | --- | --- | --- | | | | Vouched loans to loan agreements, verified the terms of the loans and recalculated interest income and compared to that recorded. | | | | For those investments whose fair value is akin to cost, we agreed the cost of the investments to supporting documentation and obtained progress reports from the developers in order to assess the appropriateness of the valuation. | | | | Key observations | | | | Based on our procedures performed we did not identify any matters to suggest the valuation of the investments was not appropriate. | ## Our application of materiality We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements. In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows: | | Company financial statements | | | --- | --- | --- | | | 2024 | 2023 | | Materiality | $£ 8.128 \mathrm{~m}$ | $£ 7.258 \mathrm{~m}$ | | Basis for determining materiality | $1.5 \%$ of Net assets | | | Rationale for the benchmark applied | Net Asset Value is a key indicator of performance and as such the most relevant benchmark on which to base materiality for the users of the financial statements. | | | Performance materiality | $£ 4.290 \mathrm{~m}$ | $£ 5.080 \mathrm{~m}$ | | Basis for determining performance materiality | $70 \%$ of Materiality | | | Rationale for the percentage applied for performance materiality | The level of performance materiality applied was set after having considered a number of factors including our assessment of the Company's overall control environment and the expected total value of known and likely misstatements and the level of transactions in the year. | | ## Specific materiality We also determined that for those items impacting on realised returns, a misstatement of less than materiality for the financial statements as a whole, specific materiality, could influence the economic decisions of users. As a result, we determined materiality for these items to be $£ 0.794 \mathrm{~m}$ (2023: $£ 1.141 \mathrm{~m}$ ) based on $5 \%$ (2023: $5 \%$ ) of profit before tax excluding unrealised valuation movements. We further applied a performance materiality level of $70 \%$ (2023: $70 \%$ ) of specific materiality of $£ 0.556 \mathrm{~m}$ (2023: $£ 0.799 \mathrm{~m}$ ) to ensure that the risk of errors exceeding specific materiality was appropriately mitigated. ## Reporting threshold We agreed with the Audit Committee that we would report to them all individual audit differences in excess of $£ 123 \mathrm{k}$ (2023: $£ 145 \mathrm{k}$ ) and for those items impacting realised return $£ 16 \mathrm{k}$ (2023: 22.8 k ). We also agreed to report differences below these thresholds that, in our view, warranted reporting on qualitative grounds. ## Other information The directors are responsible for the other information. The other information comprises the information included in the annual report and accounts other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. ## Corporate governance statement The Listing Rules require us to review the Directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company's compliance with the provisions of the UK Corporate Governance Code specified for our review. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit. | Going concern and longer-term viability | - The Directors' statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 51; and - The Directors' explanation as to their assessment of the Company's prospects, the period this assessment covers and why the period is appropriate set out on page 51. | | --- | --- | | Other Code provisions | - Directors' statement on fair, balanced and understandable set out on page 101; - Board's confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 45; - The section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 96; and - The section describing the work of the Audit Committee set out on page 98. | --- # INDEPENDENT AUDITOR'S REPORT CONTINUED ## Other Companies Act 2006 reporting Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below. | Strategic report and Directors' report | In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the Directors' report. | | :--: | :--: | | Directors' remuneration | In our opinion, the part of the Directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. | | Matters on which we are required to report by exception | We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements and the part of the Directors' remuneration report to be audited are not in agreement with the accounting records and returns; or
- certain disclosures of Directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit. | ## Responsibilities of Directors As explained more fully in the statement of Directors' responsibilities, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. ## Auditor's responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. ## Extent to which the audit was capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: ## Non-compliance with laws and regulations We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud. These included but were not limited to compliance with Companies Act 2006, the FCA listing and DTR rules, the principles of the UK Corporate Governance Code, the requirements of s. 1158 of the Corporation Tax Act, and applicable accounting standards. Our procedures in response to the above included: - Agreement of the financial statement disclosures to underlying supporting documentation; - Enquiries of management, the Board and relevant service organisations regarding known or suspected instances of noncompliance with laws and regulation and fraud; - Review of minutes of board meetings throughout the period regarding any instances of non-compliance with laws and regulations; - Assess design and implementation of the control environment in monitoring compliance with laws and regulations; and - Re-performing an assessment of the company's investment trust status as of year-end, in order to ensure that all eligibility conditions outlined under section 1158 of Corporation tax act 2010 are met. ## Fraud We assessed the susceptibility of the financial statements to material misstatement including fraud. Our risk assessment procedures included: - Enquiry with management, audit committee and those charged with governance regarding any known or suspected instances of fraud; - Obtaining an understanding of the Company's policies and procedures relating to: - Detecting and responding to the risks of fraud; and - Internal controls established to mitigate risks related to fraud. - Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud; - Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and - Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted by these. Based on our risk assessment, we considered the areas most susceptible to fraud to be the valuation of investments and management override of controls. Our procedures in response to the above included: - Procedures set out in the Key Audit Matters section above; - Testing all post year-end journals which have been posted after year-end but relate to the year-end values by agreeing them to supporting evidence, and evaluating whether there was evidence of bias by the Investment Manager and Directors that represented a risk of material misstatement due to fraud; - Evaluating whether the judgments and estimates made in selecting the significant assumptions indicate possible management bias; and - Incorporating an element of unpredictability by testing a judgemental sample of smaller expense items that would not otherwise be selected for testing. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, who were deemed to have the appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. --- Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. A further description of our responsibilities is available on the Financial Reporting Council's website at: www.frc.org.uk/ auditorsresponsibilities. This description forms part of our auditor's report. ## Use of our report This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed. Peter Smith (Senior Statutory Auditor) For and on behalf of BDO LLP, Statutory Auditor London, United Kingdom BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). ## STATEMENT OF COMPREHENSIVE INCOME ## For the year ended 31 December 2024 | | | | For the year ended 31 December 2024 | | | For the year ended 31 December 2023 | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | Revenue | Capital | Total | Revenue | Capital | Total | | | Note | $£ 000$ | $£ 000$ | $£ 000$ | $£ 000$ | $£ 000$ | $£ 000$ | | Income | | | | | | | | | (Loss)/gain on investments | 7 | - | $(53,665)$ | $(53,665)$ | - | 32,517 | 32,517 | | Investment income | 4 | 22,427 | - | 22,427 | 29,326 | - | 29,326 | | Total income and gains | | 22,427 | $(53,665)$ | $(31,238)$ | 29,326 | 32,517 | 61,843 | | Investment management fees | 15 | $(4,374)$ | - | $(4,374)$ | $(4,372)$ | - | $(4,372)$ | | Other expenses | 5 | $(2,176)$ | - | $(2,176)$ | $(2,132)$ | - | $(2,132)$ | | Gain/(loss) for the year before taxation | | 15,877 | $(53,665)$ | $(37,788)$ | 22,822 | 32,517 | 55,339 | | Taxation | 6 | - | - | - | - | - | - | | Gain/(loss) for the year after taxation | | 15,877 | $(53,665)$ | $(37,788)$ | 22,822 | 32,517 | 55,339 | | Profit and total comprehensive income attributable to: | | | | | | | | | Equity holders of the Company | | 15,877 | $(53,665)$ | $(37,788)$ | 22,822 | 32,517 | 55,339 | | Gain/(loss) per share - basic and diluted (p) | 17 | 3.92 | $(13.25)$ | $(9.33)$ | 5.42 | 7.72 | 13.14 | The total column of the Statement of Comprehensive Income is the profit and loss account of the Company. The supplementary revenue return and capital columns have been prepared in accordance with the Association of Investment Companies Statement of Recommended Practice (AIC SORP). All revenue and capital items in the above statement derive from continuing operations. The above Statement of Comprehensive Income includes all recognised gains and losses. The notes on pages 125 to 147 form part of these financial statements. --- ## STATEMENT OF FINANCIAL POSITION ## As at 31 December 2024 | | Note | As at 31 December 2024 £ 000 | As at 31 December 2024 £ 000 | | --- | --- | --- | --- | | Non-current assets | | | | | Investments at fair value through profit or loss | 7 | 397,895 | 369,047 | | Total non-current assets | | 397,895 | 369,047 | | Current assets | | | | | Cash and cash equivalents | 10 | 10,947 | 74,258 | | Cash receivable | 9 | - | 40,367 | | Other receivables | 9 | 201 | 441 | | Total current assets | | 11,148 | 115,066 | | Total assets | | 409,043 | 484,113 | | Current liabilities | | | | | Accounts payable and accrued expenses | 11 | (536) | (270) | | Total current liabilities | | (536) | (270) | | Total liabilities | | (536) | (270) | | Net assets | 18 | 408,507 | 483,843 | | Capital and reserves | | | | | Share capital | 13 | 4,225 | 4,225 | | Share premium | 13 | 186,368 | 186,368 | | Special distributable reserve | 13 | 211,994 | 227,067 | | Capital reserve | | 5,029 | 58,694 | | Revenue reserve | | 891 | 7,489 | | Total capital and reserves attributable to equity holders of the Company | | 408,507 | 483,843 | | Net asset value per ordinary share (p) | 18 | 103.21 | 116.46 | The financial statements were approved and authorised for issue by the Board of Directors on 2 April 2025 and signed on its behalf by: ## Bernard Bulkin Chair Company Registration Number 12986255 The notes on pages 125 to 147 form part of these financial statements. ## STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY ## For the year ended 31 December 2024 | For the year ended 31 December 2024 | Note | Share capital £ 000 | Share premium account £ 000 | Special distributable reserve £ 000 | Capital reserve £ 000 | Revenue reserve £ 000 | Total £ 000 | | --- | --- | --- | --- | --- | --- | --- | --- | | Opening balance | | 4,225 | 186,368 | 227,067 | 58,694 | 7,489 | 483,843 | | Shares bought back | 13 | - | - | (14,621) | - | - | (14,621) | | Total comprehensive income/(loss) for the year | | - | - | - | (53,665) | 15,877 | (37,788) | | Interim dividends paid during the year | 14 | - | - | (452) | - | (22,475) | (22,927) | | Balance at 31 December 2024 | | 4,225 | 186,368 | 211,994 | 5,029 | 891 | 408,507 | | For the year ended 31 December 2023 | Note | Share capital £ 000 | Share premium account £ 000 | Special distributable reserve £ 000 | Capital reserve £ 000 | Revenue reserve £ 000 | Total £ 000 | | Opening balance | | 4,225 | 186,368 | 232,467 | 26,177 | 7,936 | 457,173 | | Shares bought back | 13 | - | - | (5,400) | - | - | (5,400) | | Total comprehensive income for the year | | - | - | - | 32,517 | 22,822 | 55,339 | | Interim dividends paid during the year | 14 | - | - | - | - | (23,269) | (23,269) | | Balance at 31 December 2023 | | 4,225 | 186,368 | 227,067 | 58,694 | 7,489 | 483,843 | A total of 422,498,890 ordinary shares were issued since the Company's date of incorporation to 31 December 2024. During the year, the Company purchased for treasury a total of 19,668,147 ordinary shares. The capital reserve represents the unrealised gains or losses on the revaluation of investments. The unrealised element of the capital reserve is not distributable. The special distributable and revenue reserves are distributable to shareholders of the Company. The notes on pages 125 to 147 form part of these financial statements. --- ## STATEMENT OF CASH FLOWS ## For the year ended 31 December 2024 | | | For the year ended 31 December 2024 £'000 | For the year ended 31 December 2024 £'000 | | --- | --- | --- | --- | | Cash flows from operating activities | | | | | (Loss)/profit before tax | | $(37,788)$ | 55,339 | | Adjustments for: | | | | | Movement in fair value of investments | 7 | 53,665 | $(31,095)$ | | Interest on cash deposits | 4 | $(1,999)$ | $(5,865)$ | | Operating result before working capital changes | | 13,878 | 18,379 | | Decrease/(increase) in other receivables | 9 | 40,607 | $(40,068)$ | | Increase/(decrease) in accounts payable and accrued expenses | 11 | 266 | $(221)$ | | Net cash (used in)/generated from operating activities | | 54,751 | $(21,910)$ | | Cash flows from investing activities | | | | | Purchase of investments | 7 | $(82,513)$ | $(22,819)$ | | Interest on cash deposits | 4 | 1,999 | 5,865 | | Net cash used in investing activities | | $(80,514)$ | $(16,954)$ | | Cash flows from financing activities | | | | | Proceeds from issue of shares | | - | - | | Share buybacks | | $(14,621)$ | $(5,400)$ | | Payment of share issue costs | | - | - | | Dividends paid in the year | 14 | $(22,927)$ | $(23,269)$ | | Net cash (used in)/generated from financing activities | | $(37,548)$ | $(28,669)$ | | Net decrease in cash and cash equivalents | | $(63,311)$ | $(67,533)$ | | Cash and cash equivalents at beginning of the year | | 74,258 | 141,791 | | Cash and cash equivalents at end of the year | 10 | 10,947 | 74,258 | The notes on pages 125 to 147 form part of these financial statements. ## NOTES TO THE FINANCIAL STATEMENTS ## 1. General information VH Global Energy Infrastructure plc (the "Company") is a closed-ended investment company, incorporated in England and Wales on 30 October 2020 as a public limited company under the Companies Act 2006 with registered number 12986255. The Company commenced operations on 2 February 2021 when its shares commenced trading on the London Stock Exchange. The Company has appointed Victory Hill Capital Partners LLP as the Investment Manager \& AIFM pursuant to the Investment Management Agreement dated 3 May 2023. The Company has registered, and intends to carry on business, as an investment trust with an investment objective to generate stable returns, principally in the form of income distributions, by investing in a diversified portfolio of global sustainable energy infrastructure assets, predominantly in countries that are members of the EU, OECD, OECD Key Partner and OECD Accession Countries. The financial statements comprise only the results of the Company, as its investment in VH ENRG UK Holdings Limited is measured at fair value through profit or loss in line with IFRS 10 as explained in note 2. ## 2. Material accounting policy information ### 2.1 Basis of preparation The financial statements have been prepared in accordance with UK-adopted international accounting standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. The financial statements are prepared on the historical cost basis, except for revaluation of certain financial investments at fair value through profit or loss. The principal accounting policies adopted are set out below and consistently applied, subject to changes in accordance with any amendments in IFRS. The financial statements have also been prepared, as far as is consistent with adopted IFRS and relevant and applicable to the Company in accordance with the Statement of Recommended Practice: Financial Statements of Investment Trust Companies and Venture Capital Trusts (SORP) issued in April 2021 by the Association of Investment Companies (AIC). The financial statements incorporate the financial statements of the Company only. The primary objective of the Company is to generate returns in Sterling. The Company's performance is measured in Sterling terms and its ordinary shares are issued in Sterling. Therefore, the Company has adopted Sterling as the presentation and functional currency for its financial statements. These financial statements are presented in pounds sterling and are rounded to the nearest thousand, unless otherwise stated. The preparation of financial statements in compliance with adopted IFRS requires the use of certain critical accounting estimates. It also requires the Company's management to exercise judgment in applying the Company's accounting policies. The areas where significant judgments and estimates have been made in preparing the financial statements and their effect are disclosed in note 3. ### 2.2 Investment entity and basis of non-consolidation of subsidiaries The sole objective of the Company, through its subsidiary ENRG Holdings, is to make investments, via individual corporate entities. The Company typically will subscribe for equity in or issue loans to ENRG Holdings in order for it to finance its investments. The Directors have concluded that the Company has all the elements of control as prescribed by IFRS 10 "Consolidated Financial Statements" in relation to all its subsidiaries and that the Company satisfies the three essential criteria to be regarded as an investment entity as defined in IFRS 10. There are three key conditions to be met by the Company for it to meet the definition of an investment entity. The three essential criteria are that the entity must: 1. Obtain funds from one or more investors for the purpose of providing these investors with professional investment management services; 2. Commit to its investors that its business purpose is to invest its funds solely for returns from capital appreciation, investment income or both; and 3. Measure and evaluate the performance of substantially all of its investments on a fair value basis. --- In satisfying the second criteria, the notion of an investment time frame is critical. An investment entity should not hold its investments indefinitely but should have an exit strategy for their realisation. In this regard, ENRG Holdings is itself an investment entity. Consequently, the Company need not have an exit strategy for its investment in ENRG Holdings. The Company intends to sell its interest in an investment before the end of its project life and the Directors consider that this demonstrates a clear exit strategy from these investments. Subsidiaries are therefore measured at fair value through profit or loss, in accordance with IFRS 13 "Fair Value Measurement", IFRS 10 "Consolidated Financial Statements" and IFRS 9 "Financial Instruments". Further detail on the significant judgements in the basis of non-consolidation of the subsidiaries of the Company is disclosed in note 3. ### 2.3 Going concern The Directors have reviewed the financial position of the Company and its future cash flow requirements, taking into consideration current and potential funding sources, investment into existing and near-term projects and the Company's working capital requirements. The Company faces a number of risks and uncertainties, as set out in the Strategic Report above. The financial risk management objectives and policies of the Company, including exposure to price risk, interest rate risk, credit risk and liquidity risk are discussed in note 12 to the financial statements. The Company continues to meet day-to-day liquidity needs through its cash resources. As at 31 December 2024, the Company had net current assets of $£ 10.6 \mathrm{~m}$ (2023: $£ 114.8 \mathrm{~m}$ ) and cash balances of $£ 10.9 \mathrm{~m}$ (2023: $£ 74.3 \mathrm{~m}$ ) and cash receivables of $£ \mathrm{ni}$ (2023: $£ 40.4 \mathrm{~m}$ ), which are sufficient to meet current obligations as they fall due. There is no external debt at the Company as at year end. The major cash outflows of the Company are the payment of dividends and costs relating to the acquisition of new assets, both of which are discretionary. The Directors have reviewed Company forecasts which cover a period of at least 12 months from the date of approval of this report, considering foreseeable changes in investment, which show that the Company has sufficient financial resources to continue in operation for at least the next 12 months from the date of approval of this report. Furthermore, the Directors have considered a worst case scenario in which the Company is assumed to meet all of its remaining investment commitments within the next 12 months, in addition to dividend payments, ongoing operating expenses, and a reduction in distributions received from investments. Even in this unlikely scenario, the Company has sufficient headroom to meet all expected cash outflows with its existing cash balances. The Directors have considered factors relating to the wider global macroeconomic environment in 2024, in particular changes in inflation and interest rates. As the Company's income is primarily inflation-linked, a rise in inflation would have a positive impact on cashflows from operating assets and an uplift in valuation of the investment portfolio. An increase in interest rates may result in an increase in risk-free rates, therefore negatively impacting valuation of investments. Furthermore, the Company has no physical assets in Ukraine, Russia, the Middle East or Eastern Europe and therefore, regional geopolitical factors have an immaterial impact on the Company. Based on its assessment above, the Directors have a reasonable expectation that the Company has sufficient resources to continue in operational existence for at least 12 months from the date of the approval of these financial statements. The Directors are not aware of any material uncertainties that may cast significant doubt upon the Company's ability to continue as a going concern. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. ### 2.4 Financial Instruments Financial assets and financial liabilities are recognised in the Company's statement of financial position when the Company becomes a party to the contractual provisions of the instrument. ## Financial assets The classification of financial assets at initial recognition depends on the purpose for which the financial asset was acquired and its characteristics. All financial assets are initially recognised at fair value plus transaction cost except for those designated as fair value through profit or loss, which are recognised at fair value only. All purchases of financial assets are recorded at the date on which the Company became party to the contractual requirements of the financial asset. The Company's financial assets principally comprise of investments held at fair value through profit or loss and at amortised cost. ## Investments held at fair value through profit or loss The Company accounts for its investment in its wholly owned direct subsidiary ENRG Holdings at fair value through profit and loss in accordance with IFRS 9. At initial recognition, investments in energy infrastructure projects in ENRG Holdings are measured at fair value through profit or loss. Subsequently, gains or losses resulting from the movement in fair value are recognised in the Statement of Comprehensive Income at each valuation point. As both the Company and ENRG Holdings are investment entities under IFRS, the Company includes its investment in ENRG Holdings at fair value through profit or loss. As shareholder loan investments form part of a managed portfolio of assets whose performance is evaluated on a fair value basis, loan investments are designated at fair value in line with equity investments. The Company measures its investment as a single class of financial asset at fair value in accordance with IFRS 13 Fair Value Measurement. Gains or losses resulting from the movement in fair value are recognised in the Statement of Comprehensive Income at each valuation point and are allocated to the capital column of the Statement of Comprehensive Income. Refer to note 7 for details regarding the valuation methodology of investments. Financial assets are recognised/derecognised at the date of the purchase/disposal. Investments are initially recognised at cost, being the fair value of consideration given. Transaction costs are recognised as incurred and allocated to the capital column of the statement of comprehensive income. Fair value is defined as the amount for which an asset could be exchanged between knowledgeable willing parties in an arm's length transaction. The Board will consider any observable market transactions and will measure fair value using assumptions that market participants would use when pricing the asset, including any assumptions regarding risk surrounding the transaction. A financial asset (in whole or in part) is derecognised either: - when the Company has transferred substantially all the risks and rewards of ownership; or - when it has neither transferred or retained substantially all the risks and rewards and when it no longer has control over the assets or a portion of the asset; or - when the contractual right to receive cashflow has expired. ### 2.5 Cash and cash equivalents Cash and cash equivalents comprise cash balances, deposits held on call with banks and other short-term highly liquid deposits with original maturities of 3 months or less, that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. ### 2.6 Foreign currencies Transactions entered into by the Company in a currency other than its functional currency are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated to the functional currency at the exchange rate ruling at the balance sheet date. Foreign exchange differences arising on translation to the functional currency are recognised in the Statement of Comprehensive Income, within other expenses or other income. Foreign exchange differences relating to investments held at fair value through profit or loss are shown within gains/losses on investments within the Statement of Financial Position. --- # NOTES TO THE FINANCIAL STATEMENTS CONTINUED ### 2.7 Dividends Dividends payable to the Company's shareholders are recognised as distributions in the financial statements when the Company's obligation to make payment has been established. ### 2.8 Income recognition Investment income comprises interest income on shareholder loan investments and dividend income from ENRG Holdings, which are recognised when the Company's entitlement to receive payment is established. Interest income from cash deposits is recognised in the statement of comprehensive income using the effective interest method. Investment income and interest income are allocated to the revenue column of the Company's statement of comprehensive income unless such income is of a capital nature. Gains and losses on fair value of investments in the income statement represent gains or losses that arise from the movement in the fair value of the Company's investment in ENRG Holdings. Movements in relation to the fair value of investments are allocated to the capital column of the Company's statement of comprehensive income at each valuation point. ### 2.9 Expenses Expenses are accounted for on an accruals basis. Expenses include AIFM, investment management fees and other expenses which are allocated to the revenue column of the Statement of Comprehensive Income. 100\% of the investment management fees are charged as an expense item within the Statement of Comprehensive Income. Fees relating to the AIFM and Investment Manager are detailed in note 15. ### 2.10 Share capital and share premium Financial instruments issued by the Company are treated as equity if the holder has only a residual interest in the assets of the Company after the deduction of all liabilities. The Company's ordinary shares are classified as equity instruments. Costs associated, or directly attributable to the issue of new equity shares are recognised as a deduction in equity and are charged from the share premium account. Incremental costs include those incurred in connection with the placing and admission which include fees payable under a placing agreement, legal costs, and any other applicable expenses. ### 2.11 Taxation Investment trusts which have approval under Section 1158 of the Corporation Tax Act 2010 are not liable for taxation on capital gains. The Company has successfully applied and has been granted approval as an Investment Trust by HMRC. The underlying intermediate holding companies and project companies in which the Company invests provide for and pay taxation at the appropriate rates in the countries in which they operate. This is taken into account when assessing the value of the subsidiaries. ### 2.12 Segmental reporting The Board of Directors, being the Chief Operating Decision Maker (the "CODM"), is of the opinion that the Company is engaged in a single segment of business, being investment in global sustainable energy opportunities. The Company has no single major customer. The internal financial information to be used by the CODM on a quarterly basis to allocate resources, assess performance and manage the Company will present the business as a single segment comprising the portfolio of investments in energy efficiency assets. The financial information used by the Board to manage the Company presents the business as a single segment. ### 2.13 Changes to accounting standards and interpretations In the current year, the Company has applied a number of amendments to IFRS Accounting Standards issued by the International Accounting Standards Board (IASB) that are effective for an accounting period that begins on or after 1 January 2023. The impact of these standards is not expected to be material to the reported results and financial position of the Company. - Amendments to IAS 1 Non-current liabilities with covenants and Classification of liabilities as current or non-current. The Company does not have any non-current liabilities. - Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality JudgementsDisclosure of Accounting Policies. The table below shows a number of standards and interpretations which had been published but not yet effective. | Description | Effective Date | | :-- | :-- | | Amendments to the following standards: | Periods beginning on or after 1 January 2025 | | - IFRS 18 (Presentation and Disclosures in Financial Statements) | | | - IFRS 19 (Subsidiaries without Public Accountability) | | The Directors do not expect that the adoption of the Standards listed above will have a material impact on the financial statements of the Company in future periods. ## 3. Critical accounting estimates, judgements, and assumptions The preparation of financial statements requires the Directors of the Company to make judgements, estimates and assumptions that affect the reported amounts recognised in the financial statements. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability in the future. The estimates and underlying assumptions underpinning our investments are reviewed on an ongoing basis by both the Directors and the Investment Manager. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. Significant estimates, judgements and assumptions for the year are set out as follows: ## Key judgement: Investment entity and basis of non-consolidation As detailed in note 2.2, the Directors have concluded that the Company and its wholly owned direct subsidiary, ENRG Holdings, meet the definition of an investment entity by satisfying the three key conditions as set out in IFRS 10. This assessment involves an element of judgement as to whether the company continues to meet the criteria outlined in the accounting standards. Being investment entities, the Company's investment in ENRG Holdings is measured at fair value as opposed to being consolidated on a line-by-line basis, meaning their balance sheet is included in the fair value of investments rather than in the Company's balance sheet. The Directors believe the treatment outlined above provides the most relevant information to investors. ## Key estimation and uncertainty: Fair value estimation for investments at fair value Fair value for each investment held through ENRG Holdings is calculated by the Investment Manager as investments are not traded in active markets. Fair value for operational sustainable energy infrastructure investments will typically be derived from a discounted cash flow (DCF) methodology and the results will be benchmarked against appropriate multiples and key performance indicators, where available for the relevant sector/industry. The fair value of investments that are in construction as at year end are measured on a cost basis, as the most appropriate proxy of their fair value. In a DCF analysis the fair value is derived from the present value of the investment's expected future cash flows to the Company's intermediate holdings i.e. ENRG Holdings, from investments in both equity (dividends) and shareholder loans (interest and repayments). The DCF models use observable data, to the extent practicable, and apply reasonable assumptions and forecasts for revenues, operating costs, macro-level factors, project specific factors and an appropriate discount rate. Changes in assumptions about these factors could affect the reported fair value of investments, which is detailed in note 7 which considers the sensitivity of key modelling assumptions on the Company's net asset value. The Investment Manager exercises their judgement in assessing the discount rate applied in the valuation of each investment. This is based on a build up of the discount rate based on the capital asset pricing model. The capital asset pricing model inputs are sourced from publicly available information. Additional project specific premia are added to the discount rate. The discount rates are reviewed quarterly and updated, where appropriate, to reflect changes in the market and in the project risk characteristics. The risk of climate change has been considered in the valuation of investments, where applicable. Future power prices are estimated using forecast data from third-party specialist consultancy reports, which reflect various factors including gas prices, carbon prices and renewables deployment. --- Short to medium term inflation assumptions used in the valuations are based on third party forecasts. In the longer term, an assumption is made that inflation will increase at a long-term rate based on IMF forecasts. The estimates and assumptions that are used in the calculation of the fair value of investments is disclosed in note 7. ## Key judgement: Equity and debt investment in ENRG Holdings The Company classifies its investments based on its business model for managing those financial assets and the contractual cash flow characteristics of the financial assets. The portfolio of investments is managed, and performance is evaluated on a fair value basis. The contractual cash flows of the Company's shareholder loans (debt investments) are solely principal and interest, however, these are not held for the purpose of collecting contractual cash flows. The collection of contractual cash flows is only incidental to achieving the Company's business model's objective. Consequently, in applying their judgement, the Directors have satisfied themselves that the equity and debt investments into its direct wholly owned subsidiary, ENRG Holdings, share the same investment characteristics and, as such, constitute a single asset class for IFRS 7 disclosure purposes. ## 4. Investment income | | | For the year ended 31 December 2024 | | | For the year ended 31 December 2023 | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | | Interest on cash deposits | 1,999 | - | 1,999 | 5,865 | - | 5,865 | | Interest income from investments | 9,176 | - | 9,176 | 6,260 | - | 6,260 | | Dividend Income | 11,252 | - | 11,252 | 17,200 | - | 17,200 | | Investment income | 22,427 | - | 22,427 | 29,325 | - | 29,325 | ## 5. Operating expenses | | | | | For the year ended 31 December 2024 £'000 | | For the year ended 31 December 2023 £'000 | | --- | --- | --- | --- | --- | --- | --- | | Fees to the Company's Auditor: | | | | | | | | Statutory audit of the year-end financial statements | | | | 270 | | 223 | | Assurance related services for the interim report | | | | 73 | | 70 | | Other non-audit services | | | | - | | 84 | | Tax advisory fees | | | | 22 | | 14 | | AIFM fees | | | | 74 | | 66 | | Directors' fees | | | | 387 | | 345 | | Due diligence fees | | | | - | | 349 | | Administration and depositary fees | | | | 250 | | 227 | | Professional fees | | | | 167 | | 70 | | Other expenses | | | | 933 | | 684 | | Total operating expenses | | | | 2,176 | | 2,132 | Fees with respect to the Investment Management and AIFM services are set out in note 15. The Company had no employees during the year. Full detail on Directors' fees is provided in the Directors' Remuneration Report. There were no other emoluments during the year. ## 6. Taxation a. Analysis of charge in the year | | For the year ended 31 December 2024 | | | For the year ended 31 December 2023 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | | Corporation tax | - | - | - | - | - | - | ## b. Factors affecting total tax charge for the year The effective UK corporation tax rate applicable to the Company for the year is 25\% (2023: 23.52\%). The tax charge differs from the charge resulting from applying the standard rate of UK corporation tax for an investment trust company. | | For the year ended 31 December 2024 | | | For the year ended 31 December 2023 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000 | | Profit for the year before taxation | 15,877 | $(53,665)$ | $(37,788)$ | 22,822 | 32,517 | 55,339 | | Corporation tax at 25\% | 3,969 | $(13,416)$ | $(9,447)$ | 5,368 | 7,648 | 13,016 | | Effect of: | | | | | | | | Capital (gains)/losses not taxable | - | 12,799 | 12,799 | - | $(7,648)$ | $(7,648)$ | | Foreign exchange loss not deductible | - | 617 | 617 | - | - | - | | Expenditure not deductible | - | - | - | 1 | - | 1 | | Non-taxable UK dividends | $(2,813)$ | - | $(2,813)$ | $(4,046)$ | - | $(4,046)$ | | Management expenses not utilised/recognised | 2 | - | 2 | 161 | - | 161 | | Interest distributions | $(1,158)$ | - | $(1,158)$ | $(1,014)$ | - | $(1,014)$ | | Proposed Interest distributions | - | - | - | $(470)$ | - | $(470)$ | | Total tax charge for the year | - | - | - | - | - | - | Investment companies which have been approved by HM Revenue \& Customs under section 1158 of the Corporation Tax Act 2010 are exempt from tax on capital gains. The Directors are of the opinion that the Company has complied with the requirements for maintaining investment trust status for the purposes of section 1158 of the Corporation Tax Act 2010. Additionally, the Company may utilise the interest streaming election which allows the Company to designate dividends wholly or partly as interest distributions for UK tax purposes. Interest distributions are treated as tax deductions against taxable income of the Company so that investors do not suffer double taxation on their returns. The financial statements do not directly include the tax charges for the Company's intermediate holding company, as ENRG Holdings is held at fair value. ENRG Holdings is subject to taxation in the United Kingdom. ## c. Deferred taxation The Company has excess management expenses of $£ 671,922$ (2023: $£ 664,380$ ) that are available for offset against future profits. A deferred tax asset of $£ 167,980$ (2023: $£ 166,095$ ) has not been recognised in respect of these losses as they will be recoverable only to the extent that the Company has sufficient future taxable profits and it is not anticipated that the Company will have such profits in future. The Company has not provided for deferred tax on any capital gains or losses arising on the revaluation of investments. --- # **NOTES TO THE FINANCIAL STATEMENTS CONTINUED** ## **7. Investments at fair value through profit or loss** As set out in note 2.2, the Company designates its interest in its wholly owned direct subsidiary ENRG Holdings as an investment at fair value through profit or loss at each balance sheet date in accordance with IFRS 13, which recognises a variety of fair value inputs depending upon the nature of the investment. Specifically: **Level 1: Quoted (unadjusted) market prices in active markets for identical assets or liabilities.** **Level 2: Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.** **Level 3: Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.** For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation at the end of each reporting period. The Company classifies all assets measured at fair value as below: ### **Fair value hierarchy** | | | Quoted prices in active markets (level 1) $'000 | Significant observable inputs (level 2) $'000 | Significant unobservable inputs (level 3) $'000 | | --- | --- | --- | --- | --- | | As at 31 December 2024 | Total $'000 | | | | | Assets measured at fair value: | | | | | | Non-current assets | | | | | | Investments held at fair value through profit or loss | 397,895 | – | – | 397,895 | | | | Quoted prices in active markets (level 1) $'000 | Significant observable inputs (level 2) $'000 | Significant unobservable inputs (level 3) $'000 | | As at 31 December 2023 | Total $'000 | | | | | Assets measured at fair value: | | | | | | Non-current assets | | | | | | Investments held at fair value through profit or loss | 369,047 | – | – | 369,047 | All of the Company's investments have been classified as Level 3 and there have been no transfers between levels during the year ended 31 December 2024. The movement on the level 3 unquoted investment during the year is shown below: | | As at 31 December 2024 $'000 | As at 31 December 2023 $'000 | As at 31 December 2023 $'000 | | --- | --- | --- | --- | | Opening balance at beginning of the year | 369,047 | | 315,133 | | Additions during the year at cost | 82,513 | | 22,819 | | Fair value movement on investments: | 451,560 | | 337,952 | | Change in fair value of equity investments^{1} | (53,665) | | 32,649 | | Interest on loan investments^{2} | – | | (1,554) | | Total fair value movement on investments | (53,665) | | 31,095 | | Closing balance | 397,895 | | 369,047 | ^{1} The ESSJ以及 (2023: £32,5176) in the Statement of Comprehensive Income and Statement of Changes in Equity is made up of unrealised losses of ESSJ以及 (2023: £32,6496 gains) per this note and a realised foreign exchange loss of £nil (2023: £1326) during the year. ^{2} This is the amount related to the movement in accrued interest on shareholder loans. Further information on the basis of valuation is detailed in note 3 to the financial statements. ### **Valuation methodology** As set out in note 2.2, the Company meets the definition of an investment entity as described by IFRS 10, as such the Company's investment in the ENRG Holdings is valued at fair value. The Company holds underlying investments in special purpose entities (SPEs) through its equity and debt investments in ENRG Holdings, as detailed in note 8. The Investment Manager has carried out fair market valuations of the SPE investments as at 31 December 2024. IFRS 13 requires the Company to classify its investments in a fair value hierarchy that reflects the significance of the inputs used in making the measurements. IFRS 13 establishes a fair value hierarchy that prioritises the inputs to valuation techniques used to measure fair value. The three levels of fair value hierarchy under IFRS 13 are as follows: **Level 1:** fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities **Level 2:** fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices) **Level 3:** fair value measurements are those derived from valuation techniques that include inputs to the asset or liability that are not based on observable market data (unobservable inputs) There were no Level 1 or Level 2 assets or liabilities during the year. There were no transfers between Level 1 and 2, Level 1 and 3 or Level 2 and 3 during the year. The Company records the net asset value of ENRG Holdings by calculating and aggregating the fair value of each of the individual investments in which the Company holds an indirect investment. Due to their nature, such investments are expected to be classified as level 3 as they are not traded and contain unobservable inputs. The Directors have satisfied themselves as to the methodology used, the discount rates and key assumptions applied, and the valuation. The fair value of investments that are operational as at year end are measured at fair value through profit or loss using the DCF methodology in line with the IFRS 13 framework for fair value measurement. As at 31 December 2024, the US terminal storage assets, two of the five Australian solar PV with battery storage assets, the Brazilian hydro facility and 10 of the 16 Brazilian solar PV assets are being measured at fair value, using the DCF valuation. Fair value of investments that are in construction as at year end is measured on a cost basis, as the most appropriate proxy of their fair value. At year end, the remaining Australian solar PV with battery storage assets, remaining Brazilian solar PV assets, and the UK flexible power with CCR assets are in construction. The cost basis of those assets under construction is regularly reviewed to determine if the cost basis is the most appropriate basis of valuation as assets approach their operational phase. The total movement in the value of the investments in ENRG Holdings is recorded through profit and loss in the Statement of Comprehensive Income Statement of the Company. --- ## Valuation assumptions The following economic assumptions were used in the valuation of operating assets. | Discount rates | The discount rate used in the valuations is derived according to internationally recognised methods. | | --- | --- | | | Typical components of the discount rate are risk free rates, country-specific and asset-specific risk premia. The latter comprise the risks inherent to the respective asset class as well as specific premia for other risks such as construction. | | Power price | Power prices are based on power price forecasts from leading market consultants adjusted for expected deployment of energy transition assets. | | Energy yield | Estimated based on energy yield assessments from leading technical consultants as well as operational performance data (where applicable). | | Inflation rates | Long-term inflation is based on International Monetary Fund (IMF) forecasts for the respective jurisdiction. | | Asset life | Refer to the table below for details. In individual cases a longer operating life may be assumed where the contractual set-up supports such assumption. | | Operating expenses | The operating expenses are primarily based on the respective contracts and budgets. | | Taxation rates | The underlying country-specific tax rates are derived from leading tax consulting firms. | | Capital expenditure | Based on the contractual arrangements (e.g. EPC agreement), where applicable. | ## Key assumptions | | | 31 December 2024 | 31 December 2023 | | --- | --- | --- | --- | | Discount rate | Weighted Average | US terminal storage assets | 6.94\% | | | Weighted Average | Australian solar PV with battery storage assets | 7.77\% | | | Weighted Average | Brazilian solar PV assets | 10.33\% | | | Weighted Average | Brazilian hydro facility | 10.16\% | | | Weighted Average | Iberian and Swedish solar PV and wind assets | 9.15\% | | Long-term inflation ${ }^{1}$ | United States | US terminal storage assets | 2.15\% | | | Australia | Australian solar PV with battery storage assets | 2.47\% | | | Brazil | Brazilian solar PV assets \& Brazilian hydro facility | 2.97\% | | | Spain | Spanish solar PV asset | 2.00\% | | | Sweden | Swedish onshore wind asset | 2.00\% | | Total asset life | Years | US terminal storage assets | 30 years | | | Years | Australian solar PV with battery storage assets | 25 years | | | Years | Brazilian solar PV assets | 25 years | | | Years | Brazilian hydro facility | 25 years | | | Years | Iberian and Swedish solar PV and wind assets | 25 years | | Exchange rate | GBP:USD | US terminal storage assets | 1:1.2527 | | | GBP:BRL | Brazilian solar PV assets \& Brazilian hydro facility | 1:7.7486 | | | GBP:AUD | Australian solar PV with battery storage assets | 1:2.0235 | | | GBP:EUR | Iberian and Swedish solar PV and wind assets | 1:1.2098 | 1 Source: IMF. Inflation rates have been taken from IMF published on 22 Oct 2024 (data is published biannually), which provides yearly forecasted inflation up to 2025 Long-term inflation rate refers to the 2025 projected rate. Short-term inflation volatility of up to 2025 has been accounted for in the valuation of operating assets. ## Valuation sensitivity The key sensitivities in the DCF valuation are considered to be the discount rate used in the DCF valuation and long-term assumptions in relation to inflation, operating expenses and asset life. The discount rate applied in the valuation of the operating assets are as per the table above, which is considered to be an appropriate base case for sensitivity analysis. A variance of $+/-1.5 \%$ is considered to be a reasonable range of alternative assumptions for discount rate given the volatility of discount rates used during the year. The base case long term inflation rate assumption depends on the geographical location for assets in operation. These are disclosed in the table above. A variance of $+/-1 \%$ is considered to be a reasonable range of alternative assumptions for inflation. For assets in construction, the Company has only sensitised the impact of foreign exchange fluctuations. A variance of $+/-10 \%$ is considered to be a reasonable range of alternative assumptions for foreign exchange. The analysis below shows the sensitivity of the investments value (and impact on NAV) to changes in key assumptions. All sensitivity calculations have been performed on the basis that each of the other assumptions remains constant and unchanged. | As at 31 December 2024 | Change in input | Changes in fair value of investments ( $\mathbf{2 0 0 0}$ ) | Change in NAV per share (p) | | --- | --- | --- | --- | | Discount rate - US terminal storage assets | $-1.50 \%$ | 21,212 | 5.36 | | | 1.50\% | $(16,811)$ | $(4.25)$ | | Discount rate - Australian solar PV with battery storage assets | $-1.50 \%$ | 4,461 | 1.13 | | | 1.50\% | $(3,690)$ | $(0.93)$ | | Discount rate - Brazilian solar PV assets | $-1.50 \%$ | 3,496 | 0.88 | | | 1.50\% | $(2,877)$ | $(0.73)$ | | Discount rate - Brazilian hydro facility | $-1.50 \%$ | 11,395 | 2.88 | | | 1.50\% | $(9,374)$ | $(2.37)$ | | Discount rate - Iberian and Swedish solar PV and wind assets | $-1.50 \%$ | 255 | 0.06 | | | 1.50\% | $(208)$ | $(0.05)$ | | Discount rate - All | $-1.50 \%$ | 40,818 | 10.31 | | | 1.50\% | $(32,960)$ | $(8.33)$ | | As at 31 December 2024 | Change in input | Changes in fair value of investments ( $\mathbf{2 0 0 0}$ ) | Change in NAV per share (p) | | Inflation - US terminal storage assets | $-1.00 \%$ | $(10,858)$ | $(2.74)$ | | | 1.00\% | 12,504 | 3.16 | | Inflation - Australian solar PV with battery storage assets | $-1.00 \%$ | $(795)$ | $(0.20)$ | | | 1.00\% | 861 | 0.22 | | Inflation - Brazilian solar PV assets | $-1.00 \%$ | $(1,696)$ | $(0.43)$ | | | 1.00\% | 2,130 | 0.54 | | Inflation - Brazilian hydro facility | $-1.00 \%$ | $(9,947)$ | $(2.51)$ | | | 1.00\% | 10,401 | 2.63 | | Inflation - Iberian and Swedish solar PV and wind assets | $-1.00 \%$ | $(223)$ | $(0.06)$ | | | 1.00\% | 253 | 0.06 | | Inflation - All | $-1.00 \%$ | $(23,520)$ | $(5.94)$ | | | 1.00\% | 26,149 | 6.61 | --- | As at 31 December 2024 | Change in input | Changes in fair value of investments (£'000) | Change in NAV per share (p) | | --- | --- | --- | --- | | Asset life - US terminal storage assets | $-1$ year | $(2,120)$ | $(0.54)$ | | | $+1$ year | 2,329 | 0.59 | | Asset life - Australian solar PV with battery storage assets | $-1$ year | $(411)$ | $(0.10)$ | | | $+1$ year | 210 | 0.05 | | Asset life - Brazilian solar PV assets | $-1$ year | $(435)$ | $(0.11)$ | | | $+1$ year | 408 | 0.10 | | Asset life - Brazilian hydro facility | $-1$ year | $(1,797)$ | $(0.45)$ | | | $+1$ year | 1,819 | 0.46 | | Asset life - Iberian and Swedish solar PV and wind assets | $-1$ year | $(120)$ | $(0.03)$ | | | $+1$ year | 115 | 0.03 | | Asset life - All | $-1$ year | $(4,884)$ | $(1.23)$ | | | $+1$ year | 4,881 | 1.23 | | As at 31 December 2024 | Change in input | Changes in fair value of investments (£'000) | Change in NAV per share (p) | | Operating expenses - US terminal storage assets | $-5.00 \%$ | 4,548 | 1.15 | | | $5.00 \%$ | $(4,538)$ | $(1.15)$ | | Operating expenses - Australian solar PV with battery storage assets | $-5.00 \%$ | 339 | 0.09 | | | $5.00 \%$ | $(235)$ | $(0.06)$ | | Operating expenses - Brazilian solar PV assets | $-5.00 \%$ | 637 | 0.16 | | | $5.00 \%$ | $(609)$ | $(0.15)$ | | Operating expenses - Brazilian hydro facility | $-5.00 \%$ | 2,378 | 0.60 | | | $5.00 \%$ | $(2,407)$ | $(0.61)$ | | Operating expenses - Iberian and Swedish solar PV and wind assets | $-5.00 \%$ | 82 | 0.02 | | | $5.00 \%$ | $(81)$ | $(0.02)$ | | Operating expenses - All | $-5.00 \%$ | 7,984 | 2.02 | | | $5.00 \%$ | $(7,869)$ | $(1.99)$ | | As at 31 December 2024 | Change in input | Changes in fair value of investments (£'000) | Change in NAV per share (p) | | --- | --- | --- | --- | | FX (GBP:USD) | $-10.00 \%$ | 14,152 | 3.58 | | | $10.00 \%$ | $(11,579)$ | $(2.93)$ | | FX (GBP:BRL) | $-10.00 \%$ | 14,750 | 3.73 | | | $10.00 \%$ | $(12,068)$ | $(3.05)$ | | FX (GBP:AUD) | $-10.00 \%$ | 5,158 | 1.30 | | | $10.00 \%$ | $(4,220)$ | $(1.07)$ | | FX (GBP:EUR) | $-10.00 \%$ | 4,712 | 1.19 | | | $10.00 \%$ | $(3,856)$ | $(0.97)$ | | FX - All | $-10.00 \%$ | 38,772 | 9.80 | | | $10.00 \%$ | $(31,723)$ | $(8.01)$ | The sensitivities above are assumed to be independent of each other. Combined sensitivities are not presented. | As at 31 December 2023 | Change in input | Changes in fair value of investments (£'000) | Change in NAV per share (p) | | --- | --- | --- | --- | | Discount rate - US terminal storage assets | $-1.50 \%$ | 22,034 | 5.30 | | | $1.50 \%$ | $(17,339)$ | $(4.17)$ | | Discount rate - Australian solar PV with battery storage assets | $-1.50 \%$ | 1,973 | 0.47 | | | $1.50 \%$ | $(1,616)$ | $(0.39)$ | | Discount rate - Brazilian solar PV assets | $-1.50 \%$ | 3,327 | 0.80 | | | $1.50 \%$ | $(2,734)$ | $(0.66)$ | | Discount rate - Brazilian hydro facility | $-1.50 \%$ | 15,976 | 3.85 | | | $1.50 \%$ | $(12,981)$ | $(3.12)$ | | Discount rate - All | $-1.50 \%$ | 43,310 | 10.42 | | | $1.50 \%$ | $(34,670)$ | $(8.34)$ | | As at 31 December 2023 | Change in input | Changes in fair value of investments (£'000) | Change in NAV per share (p) | | Inflation - US terminal storage assets | $-1.00 \%$ | $(10,833)$ | $(2.61)$ | | | $1.00 \%$ | 12,451 | 3.00 | | Inflation - Australian solar PV with battery storage assets | $-1.00 \%$ | $(1,144)$ | $(0.28)$ | | | $1.00 \%$ | 1,458 | 0.35 | | Inflation - Brazilian solar PV assets | $-1.00 \%$ | $(2,011)$ | $(0.48)$ | | | $1.00 \%$ | 2,295 | 0.55 | | Inflation - Brazilian hydro facility | $-1.00 \%$ | $(11,997)$ | $(2.89)$ | | | $1.00 \%$ | 14,176 | 3.41 | | Long-term Inflation - All | $-1.00 \%$ | $(25,984)$ | $(6.25)$ | | | $1.00 \%$ | 30,380 | 7.31 | --- | As at 31 December 2023 | Change in total | Changes in fair value of investments (£ 000) | Change in NAV per share (p) | | --- | --- | --- | --- | | Asset life - US terminal storage assets | -1 year | (1,866) | $-0.45$ | | | +1 year | 1,782 | 0.43 | | Asset life - Australian solar PV with battery storage assets | -1 year | (333) | $-0.08$ | | | +1 year | 306 | 0.07 | | Asset life - Brazilian solar PV assets | -1 year | (395) | $-0.10$ | | | +1 year | 370 | 0.09 | | Asset life - Brazilian hydro facility | -1 year | (2,496) | $-0.60$ | | | +1 year | 2,426 | 0.58 | | Asset life - All | -1 year | (5,112) | $-1.23$ | | | +1 year | 4,883 | 1.18 | | As at 31 December 2023 | Change in total | Changes in fair value of investments (£ 000) | Change in NAV per share (p) | | Operating expenses - US terminal storage assets | $-5.00 \%$ | 4,224 | 1.02 | | | $5.00 \%$ | $(4,224)$ | $-1.02$ | | Operating expenses - Australian solar PV with battery storage assets | $-5.00 \%$ | 275 | 0.07 | | | $5.00 \%$ | $(266)$ | $-0.06$ | | Operating expenses - Brazilian solar PV assets | $-5.00 \%$ | 828 | 0.20 | | | $5.00 \%$ | $(816)$ | $-0.20$ | | Operating expenses - Brazilian hydro facility | $-5.00 \%$ | 2,771 | 0.67 | | | $5.00 \%$ | $(2,772)$ | $-0.67$ | | Operating expenses - All | $-5.00 \%$ | 8,097 | 1.95 | | | $5.00 \%$ | $(8,079)$ | $-1.95$ | | As at 31 December 2023 | Change in total | Changes in fair value of investments (£ 000) | Change in NAV per share (p) | | FX (GBP:USD) | $-10.00 \%$ | 13,366 | 3.22 | | | $10.00 \%$ | $(10,936)$ | $-2.63$ | | FX (GBP:BRL) | $-10.00 \%$ | 18,787 | 4.73 | | | $10.00 \%$ | $(15,372)$ | $-3.70$ | | FX (GBP:AUD) | $-10.00 \%$ | 4,140 | 1.00 | | | $10.00 \%$ | $(3,387)$ | $-0.82$ | | FX - All | $-10.00 \%$ | 36,293 | 8.74 | | | $10.00 \%$ | $(29,694)$ | $-7.15$ | The sensitivities above are assumed to be independent of each other. Combined sensitivities are not presented. ## 8. Unconsolidated subsidiaries The following table shows subsidiaries of the Company. As the Company is regarded as an investment entity, these subsidiaries have not been consolidated in the preparation of the financial statements. | Investments | Registered Office Address | Country of Business | Ownership Interests as at 31 December 2024 | | --- | --- | --- | --- | | VH ENRG UK Holdings Limited | 5th Floor 20 Fenchurch Street, London, England, EC3M 3BY, United Kingdom | United Kingdom | $100 \%$ | | Victory Hill Distributed Energy Investments Limited | 5th Floor 20 Fenchurch Street, London, England, EC3M 3BY, United Kingdom | United Kingdom | $100 \%$ | | Victory Hill Flexible Power Limited | 5th Floor 20 Fenchurch Street, London, England, EC3M 3BY, United Kingdom | United Kingdom | $100 \%$ | | Rhodesia Power Limited | 5th Floor 20 Fenchurch Street, London, England, EC3M 3BY, United Kingdom | United Kingdom | $100 \%$ | | Victory Hill USA Holdings LLC | 800 North State Street, Suite 304., Dover Delaware 19901 | United States | $100 \%$ | | Victory Hill Midstream Investments LLC | 800 North State Street, Suite 304., Dover Delaware 19901 | United States | $100 \%$ | | Victory Hill Midstream Energy LLC | 800 North State Street, Suite 304., Dover Delaware 19901 | United States | $100 \%$ | | Motus T1 LLC | 14301 RL Ostos Rd. Brownsville, TX 78521 | United States | $100 \%$ | | Motus T2 LLC | 16265 RL Ostos Rd. Brownsville, TX 78521 | United States | $100 \%$ | | Victory Hill Australia Investments Pty Ltd | Apex Fund Services (Australia) Pty Ltd, Level 5, 459 Little Collins Street, Melbourne, VIC 3000 | Australia | $100 \%$ | | Victory Hill Distributed Power Pty Ltd | Apex Fund Services (Australia) Pty Ltd, Level 5, 459 Little Collins Street, Melbourne, VIC 3000 | Australia | $100 \%$ | | Mobilong Solar Farm Pty Ltd | Apex Fund Services (Australia) Pty Ltd, Level 5, 459 Little Collins Street, Melbourne, VIC 3000 | Australia | $100 \%$ | | Dunblane Solar Pty Ltd | Apex Fund Services (Australia) Pty Ltd, Level 5, 459 Little Collins Street, Melbourne, VIC 3000 | Australia | $100 \%$ | | Dubbo Solar Project Pty Ltd | Apex Fund Services (Australia) Pty Ltd, Level 5, 459 Little Collins Street, Melbourne, VIC 3000 | Australia | $100 \%$ | | Narrandera Solar Project Pty Ltd | Apex Fund Services (Australia) Pty Ltd, Level 5, 459 Little Collins Street, Melbourne, VIC 3000 | Australia | $100 \%$ | | Coleambally East Solar Farm Pty Ltd | Apex Fund Services (Australia) Pty Ltd, Level 5, 459 Little Collins Street, Melbourne, VIC 3000 | Australia | $100 \%$ | | Tabbita Solar Farm Pty Ltd | Apex Fund Services (Australia) Pty Ltd, Level 5, 459 Little Collins Street, Melbourne, VIC 3000 | Australia | $100 \%$ | | Griffith Solar Pty Ltd | Apex Fund Services (Australia) Pty Ltd, Level 5, 459 Little Collins Street, Melbourne, VIC 3000 | Australia | $100 \%$ | | VH Participacoes Hidreletricas do Brasil LTDA | Avenida Paulista, $n^{\circ}$ 1912, $8^{\circ}$ andar, Bela Vista, São Paulo, State of São Paulo, CEP 01310-200 | Brazil | $98.25 \%$ | | Energest S.A. | Rod BR 259, km 92, Piso 8, Sala 1, Bairro Mascarenhas, Baixo Guandu, State of Espírito Santo, CEP 29730-000 | Brazil | $100 \%$ | | Victory Hill Holdings Brasil S.A. | Rua Barão de Jaguaripe, $n^{\circ} 280$, apto. 501, Bairro, Ipanema, Rio de Janeiro, State of Rio de Janeiro, CEP 22.421-000 | Brazil | $99.99 \%$ | | Energea Itaguaí I Ltda. * | Est RJ-099, No. 704, Piranema, Municipality of Itaguaí, Rio de Janeiro, State of Rio de Janeiro, CEP 23825-840 | Brazil | $100 \%$ | --- | Investments | Registered Office Address | Country of Business | Ownership Interests as at 31 December 2024 | | --- | --- | --- | --- | | Energea Itaguaí II Ltda. * | Est RJ-099, No. 704, Piranema, Municipality of Itaguaí, Rio de Janeiro, State of Rio de Janeiro, CEP 23825-840 | Brazil | $100 \%$ | | Energea Itaguaí III Ltda. * | Est RJ-099, No. 704, Piranema, Municipality of Itaguaí, Rio de Janeiro, State of Rio de Janeiro, CEP 23825-840 | Brazil | $100 \%$ | | Energea Nova Friburgo Ltda. * | Rua Barão de Jaguaripe, n 280, apto 501, Ipanema, Rio de Janeiro - RJ, CEP 22.421-000 | Brazil | $100 \%$ | | Energea Itabaiana Ltda. * | SIT BR 235 da Queimadas Margem Esquerda, No Number, Zona Rural, Itabaiana, State of Sergipem, CEP 49.511-899 | Brazil | $100 \%$ | | Energea Redenção Ltda. * | Rod BR 158 KM 18, No Number, Complement: Chácara Temporo, Zona Rural, Redenção, State of Pará, CEP 68.554-899 | Brazil | $100 \%$ | | Energea Itaporanga Ltda. * | Sítio Catole, No Number, Zona Rural, Itaporanga, State of Paraíba, CEP: 58.780-000 | Brazil | $100 \%$ | | Energea Bataguassu Ltda. * | Rod BR 267 KM 48,5 A Direita - Fazenda Cabeceira, No Number, Zona Rural, Bataguassu, State of Mato Grosso do Sul, CEP: 79.780-000 | Brazil | $100 \%$ | | Energea Palmas Ltda. * | Rod BR 030, KM 93, Fazenda Boa Vista, No Number, Malhada, State of Bahia, CEP 48.440-000 | Brazil | $100 \%$ | | Energea Itacarambi Ltda. * | Rod BR 135 KM 139, Zona Rural, No Number, Itacarambi, State of Minas Gerais. CEP: 39.470-000 | Brazil | $100 \%$ | | Energea Vassouras I Ltda. * | Est RJ 127, n 6300, Zona Rural, Vassouras, State of Rio de Janeiro, CEP: 27.700-000 | Brazil | $100 \%$ | | Energea Seropédica Ltda. * | Rua Barão de Jaguaripe, n² 280, apto 501, Ipanema, State of Rio de Janeiro, CEP: 22.421-000 | Brazil | $100 \%$ | | Energea Paraíba do Sul Ltda. * | Rua Barão de Jaguaripe, n² 280, apto 501, Ipanema, Rio de Janeiro, State of Rio de Janeiro, CEP 22.421-000 | Brazil | $100 \%$ | | Energea Taquaritinga Ltda. * | Est Municipal de Taquaritinga a Monte Alto, No Number, Área Rural de Taquaritinga, Taquaritinga, State of São Paulo, CEP 15.909-899 | Brazil | $100 \%$ | | Energea Nova Cruz Ltda. * | Est Margem Direita da Estrada de Nova Cruz a Montanhas, No Number, Zona Rural, City: Nova Cruz, State of Rio Grande do Norte, CEP 59.215-000 | Brazil | $100 \%$ | | VH Spain Energy Investments SLU | Calle Nanclares de Oca 1B, 28022 Madrid | Spain | $100 \%$ | | Fusgar Energy SL* | Calle Nanclares de Oca 1B, 28022 Madrid | Spain | $55 \%$ | | La Marquesa SL* | Calle Nanclares de Oca 1B, 28022 Madrid | Spain | $55 \%$ | | La Marquesa AZ SL\& | Calle Nanclares de Oca 1B, 28022 Madrid | Spain | $55 \%$ | | Marquesona SL* | Calle Nanclares de Oca 1B, 28022 Madrid | Spain | $55 \%$ | | Fotoener SL* | Calle Doctor Vernau, 1. 35001 Las Palmas de Gran Canaria | Spain | $55 \%$ | | Lingbo SPW AB* | Athene Tax AB, Textilgatan 31, 120 30 Stockholm | Sweden | $55 \%$ | | Elcano Unipersonal LDA* | Rua Latino Coelho, n 87, 1050 - 134 Lisboa, | Portugal | $55 \%$ | | Sistemas Energeticos Saturno SL* | Calle Nanclares de Oca 1B, 28022 Madrid | Spain | $55 \%$ | | Feres Energy SL* | Calle Nanclares de Oca 1B, 28022 Madrid | Spain | $55 \%$ | | Alfa Lirae PV 7 SL* | Calle Nanclares de Oca 1B, 28022 Madrid | Spain | $55 \%$ | | Investments | Registered Office Address | Country of Business | Ownership Interests as at 31 December 2024 | | --- | --- | --- | --- | | Solar Power Cosmo SL* | Calle Nanclares de Oca 1B, 28022 Madrid | Spain | $55 \%$ | | At 31 December 2024, the Company has one direct subsidiary and owns 100\% of ENRG Holdings. The Company owns investments in the other entities per the table above through its ownership of ENRG Holdings. ENRG Holdings owns 100\% of Victory Hill USA Holdings LLC, Victory Hill Australia Investments Pty Ltd, Victory Hill Distributed Energy Investments Limited, Victory Hill Flexible Power Limited and Victory Hill Spain Energy Investments S.L.U and 98.25\% of VH Participacoes Hidreletricas do Brasil Ltda. | | | | | The Company's investments in Victory Hill Midstream Investments LLC, Victory Hill Midstream Energy LLC, Motus T1 LLC and Motus T2 LLC are held through Victory Hill USA Holdings LLC. These relate to the US terminal storage assets. | | | | | The Company's investments in Brazilian solar PV assets are held through Victory Hill Distributed Energy Investments Limited, which holds 99.99\% of Victory Hill Holdings Brasil S.A. The holdings of Victory Hill Holdings Brasil S.A. are indicated by an asterisk in the list of unconsolidated(d) subsidiaries above. | | | | | The Company's investments in VH Hydro Brasil Holding S.A. and Energest S.A. are held through VH Participacoes Hidreletricas do Brasil LTDA. These relate to the Brazilian hydro facility. | | | | | The Company's investments in Victory Hill Distributed Power Pty Ltd, Mobilong Solar Farm Pty Ltd, Dubbo Solar Project Pty Ltd, Narrandera Solar Project Pty Ltd, Tabbita Solar Farm Pty Ltd, Griffith Solar Pty Ltd, Coieambally East Solar Farm Pty Ltd and Dunblane Solar Pty Ltd are held through Victory Hill Australia Investments Pty Ltd. These relate to the Australian solar PV with battery storage assets. | | | | | The Company's investments in Fusgar Energy SL in are held through Victory Hill Spain Energy Investment S.L.U., which holds 80\% of the economic and voting rights of Fusgar Energy SL. The holdings of Fusgar Energy SL are indicated by an asterisk in the list of unconsolidated subsidiaries above. | | | | | The Company's investments in Rhodesia Power Limited are held through Victory Hill Flexible Power Limited. These relate to the UK flexible power with CCR assets. | | | | | 9. Receivables | | | | | | | | 2024 | | | | | 2023 | | | | | 2000 | | Other receivables | | 130 | 93 | | Interest receivable on cash and cash equivalents | | 39 | 317 | | Prepayments | | 32 | 31 | | Total other receivables | | 201 | 441 | The Directors have analysed the expected credit loss in respect of receivables and concluded there was no material exposure for the year ended 31 December 2024 and 31 December 2023. Cash of Enil (2023: $£ 40,367 \mathrm{k}$ ) is held on behalf of the Company by VH ENRG UK Holdings Limited. --- # NOTES TO THE FINANCIAL STATEMENTS CONTINUED ## 10. Cash and cash equivalents | | As at 31 December 2024 $£ 000$ | As at 31 December 2023 $£ 000$ | | --- | --- | --- | | Cash and cash equivalents ${ }^{1}$ | 10,731 | 30,542 | | Cash on deposit | 216 | 43,716 | | Total cash and cash equivalents | 10,947 | 74,258 | 1 Cash and cash equivalents includes money market investments of $£ 9.5 \mathrm{~m}$ (31 December 2023: $£ 26.4 \mathrm{~m}$ ) ## 11. Accounts payable and accrued expenses | | As at 31 December 2024 $£ 000$ | As at 31 December 2023 $£ 000$ | | --- | --- | --- | | Accrued expenses | 536 | 270 | | Accounts payable and accrued expenses | 536 | 270 | The Directors consider that the carrying amount of other payables and accrued expenses matches their fair value. ## 12. Financial risk management The Company's activities expose it to a variety of financial risks: market risk (including currency risk, interest rate risk and price risk), credit risk and liquidity risk. The Investment Manager has risk management procedures and processes in place which enable them to monitor the risks of the Company. The objective in managing risk is the creation and protection of shareholder income and value. Risk is inherent in the Company's activities, but it is managed through a process of ongoing identification, impact assessment, and monitoring and subject to risk limits and other controls. The principal financial risks facing the Company in the management of its portfolio are as follows: ## Currency risk The Company make investments which are based in countries whose local currency may not be Sterling and the Company and its investments may make and/or receive payments that are denominated in currencies other than Sterling. Therefore, when foreign currencies are translated into Sterling there could be a material adverse effect on the Company's profitability and its net asset value. The Company's investments are held for the long-term and the Company may enter into hedging arrangements for periods less than 12 months to hedge against short-term currency movements. Currency risk is taken into consideration at time of investment and included in the Investment Manager's assessment of minimum hurdle rate from investments. Hedging policies of the Company will be reviewed on a regular basis to ensure that the risks associated with the Company's investments are being appropriately managed. The Company invests in a portfolio of assets through ENRG Holdings, which pays dividends in sterling to the Company. Shareholder loan investments and interest are held and paid in local currencies at the Company, including US\$64,686,291 and A\$76,427,230, representing a total of $21.8 \%$ of the Company's NAV at year end. Note 7 details sensitivity analysis on the impact of changes to the inputs on the fair value of the Company's investments. ## Interest rate risk The Company's interest rate risk on its financial assets is limited to interest earned on cash or cash equivalents. The Board considers that, because shareholder loan investments bear interest at a fixed rate, they do not carry any interest rate risk. The Company may use borrowings for multiple purposes, including for investment purposes. At the year end the Company held no borrowings. Interest rate risk will be taken into consideration when taking out any such borrowings. The Company's interest and non-interest bearing assets and liabilities as at 31 December 2024 and 31 December 2023 are summarised as below: | | For the year ended 31 December 2024 | | | For the year ended 31 December 2023 | | | | --- | --- | --- | --- | --- | --- | --- | | | Interest bearing | Non-interest bearing | Total | Interest bearing | Non-interest bearing | Total | | | | $£ 000$ | $£ 000$ | $£ 000$ | $£ 000$ | $£ 000$ | | Cash and cash equivalents | 10,947 | - | 10,947 | 114,625 | - | 114,625 | | Prepayments and other receivables | - | 162 | 162 | - | 124 | 124 | | Interest receivable | 39 | - | 39 | 317 | - | 317 | | Investments at fair value through profit or loss | 154,798 | 243,097 | 397,895 | 93,347 | 275,700 | 369,047 | | Total assets | 165,784 | 243,259 | 409,043 | 208,289 | 275,824 | 484,113 | | Liabilities | | | | | | | | Accounts payable and accrued expenses | - | (536) | (536) | - | (270) | (270) | | Total liabilities | - | (536) | (536) | - | (270) | (270) | ## Price risk The operation and cash flows of certain investments will depend, in substantial part, upon prevailing market prices for electricity and fuel, and particularly natural gas. The Company intends to mitigate these risks by entering into (i) hedging arrangements; (ii) extendable short, medium and long-term contracts; and (iii) fixed price or availability based asset-level commercial contracts, and ensuring that market risk is combined with non-market risk exposures. Price risk is limited to the fair value of investments. Note 7 details sensitivity analysis on the impact of changes to the inputs on the fair value of the Company's investments and profits. ## Credit risk Credit risk is the risk that a counterparty will cause financial loss to the Company by failing to meet a commitment it has entered into with the Company. The Company's credit risk exposure is minimised with its policy to enter into banking arrangements with reputable financial institutions with a credit rating of at least 'A/Positive' from Standard and Poor's and making loan investments which are equity in nature. The Investment Manager monitors the credit ratings of banks used by the Company on a regular basis. The table below shows the Company's maximum exposure to credit risk: | | As at 31 December 2024 $£ 000$ | As at 31 December 2023 $£ 000$ | | --- | --- | --- | | Cash and cash equivalents | 10,947 | 114,625 | | Investments at fair value through profit or loss | 154,798 | 93,347 | | Other receivables (Note 9) | 201 | 441 | | | 165,946 | 208,413 | ## Liquidity risk The Company manages its liquidity and funding risks by considering cash flow forecasts and ensuring sufficient cash balances are held within the Company to meet future needs. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of financing through appropriate and adequate credit lines, and the ability of counterparties to settle obligations. The Company ensures, through forecasting of capital requirements, that adequate cash is available. The following table details the Company's liquidity analysis in respect of its financial liabilities on contractual undiscounted payments: --- | As at 31 December 2024 | $\begin{gathered} -3 \ \text { Months } \ \text { €000 } \end{gathered}$ | $\begin{gathered} 3-12 \ \text { Months } \ \text { €000 } \end{gathered}$ | $\begin{gathered} 1-5 \ \text { Years } \ \text { €000 } \end{gathered}$ | $\begin{gathered} -5 \ \text { Years } \ \text { €000 } \end{gathered}$ | Total €000 | | --- | --- | --- | --- | --- | --- | | Accounts payable and accrued expenses | 536 | - | - | - | 536 | | As at 31 December 2023 | $\begin{gathered} -3 \ \text { Months } \ \text { €000 } \end{gathered}$ | $\begin{gathered} 3-12 \ \text { Months } \ \text { €000 } \end{gathered}$ | $\begin{gathered} 1-5 \ \text { Years } \ \text { €000 } \end{gathered}$ | $\begin{gathered} -5 \ \text { Years } \ \text { €000 } \end{gathered}$ | Total €000 | | Accounts payable and accrued expenses | 270 | - | - | - | 270 | | | 270 | - | - | - | 270 | The Board of Directors monitors key risks faced by the Company and has agreed policies for managing the above risks with the Investment Manager. ## Capital management The Company considers its capital to comprise ordinary share capital, distributable reserves and retained earnings. The Company's primary capital management objectives are to ensure the sustainability of its capital to support continuing operations, meet its financial obligations and allow for growth opportunities. Generally, acquisitions are anticipated to be funded with a combination of cash, debt and equity. ## 13. Share capital | Issue | Issued and fully paid | Number of shares | Share capital (A) | Share premium (B) | Special Disclosure Reserve (C) | Total (A+B+C) | | --- | --- | --- | --- | --- | --- | --- | | Opening balance | | 422,498,890 | 4,225 | 186,368 | 232,467 | 423,060 | | Buyback of ordinary shares | | - | - | - | $(5,400)$ | $(5,400)$ | | At 31 December 2023 | | 422,498,890 | 4,225 | 186,368 | 227,067 | 417,660 | | Opening balance | | 422,498,890 | 4,225 | 186,368 | 227,067 | 417,660 | | Buyback of ordinary shares | | - | - | - | $(14,621)$ | $(14,621)$ | | Interim dividend paid during the year | | - | - | - | $(452)$ | $(452)$ | | At 31 December 2024 | | 422,498,890 | 4,225 | 186,368 | 211,994 | 402,587 | During the period under review, the Company purchased for treasury a total of 19,668,147 ordinary shares at an aggregate cost of $£ 14,619,440$ (including stamp duty and other fees) at an average price per ordinary share of 74.3 p. ## 14. Dividends The Company paid the below dividends during the year. | Period | Period per ordinary share | Total dividend | Date paid | | --- | --- | --- | --- | | 1 October 2023 - 31 December 2023 | 1.42 p | $£ 5.8 \mathrm{~m}$ | 22 March 2024 | | 1 January 2024 - 31 March 2024 | 1.42 p | $£ 5.8 \mathrm{~m}$ | 25 June 2024 | | 1 April 2024 to 30 June 2024 | 1.42 p | $£ 5.7 \mathrm{~m}$ | 10 September 2024 | | 1 July 2024 to 30 September 2024 | 1.42 p | $£ 5.6 \mathrm{~m}$ | 19 December 2024 | ## 15. Transactions with AIFM, Investment Manager and related parties ## AIFM On 3 May 2023 the Company entered into an Alternative Investment Fund Management Agreement ("AIFM Agreement") with Victory Hill Capital Partners LLP (the "AIFM") replacing G10 Capital Limited. Victory Hill Capital Partners LLP is acting as the Company's AIFM with overall responsibility for the risk management and portfolio management of the Company, providing alternative investment fund management services and ensuring compliance with the requirements of the AIFM Rules, subject to the overall supervision of the Board of Directors in accordance with the policies set by the Directors from time to time and the investment restrictions as set out in the AIFM Agreement. The AIFM Agreement provides that the Company will pay to the AIFM a fixed monthly fee of $£ 5,833$ ( $£ 70,000$ per annum), exclusive of VAT. The Company will also reimburse the AIFM for reasonable expenses properly incurred by the AIFM in the performance of its obligations under the AIFM Agreement. The AIFM Agreement may be terminated by the Company or the AIFM giving not less than twelve months' written notice. The AIFM Agreement may be terminated with immediate effect on the occurrence of certain events, including insolvency or in the event of a material and continuing breach. ## Investment Manager The Investment Manager is entitled to receive from the Company an annual fee to be calculated as percentages of the Company's net assets, $1 \%$ on the first $£ 250 \mathrm{~m}$ of NAV, $0.9 \%$ on NAV in excess of $£ 250 \mathrm{~m}$ and up to and including $£ 500 \mathrm{~m}$ and $0.8 \%$ on NAV in excess of $£ 500 \mathrm{~m}$ exclusive of VAT. Furthermore, if in any fee period, the annual fee paid to the Investment Manager exceeds: a) $£ 3.5 \mathrm{~m}$, the Investment Manager shall apply $8 \%$ of the annual fee, subject to a maximum amount of $£ 400,000$, to subscribe for or acquire ordinary shares of $£ 0.01$ each in the capital of the Company. b) $£ 2.5 \mathrm{~m}$, the Investment Manager shall apply $2 \%$ of the annual fee to be paid as a charitable donation to O\&C Limited, or other suitable registered charity aimed at promoting sustainable energy, as selected by the Investment Manager, provided that if, following the Investment Manager's reasonable endeavours, a suitable charity cannot be found, this $2 \%$ portion of the annual fee (net of any applicable taxes) will be applied to the subscription for or acquisition of ordinary shares. The Investment Management Agreement may be terminated on 12 months' written notice, provided that such notice may not be served before 2 February 2025. The Investment Management Agreement may be terminated with immediate effect on the occurrence of certain events, including insolvency or in the event of a material and continuing breach. The investment management fees for the year ended 31 December 2024 amounted to $£ 4,374,442$ (2023: $£ 4,371,947$ ) of which $£ 0$ (2023: $£ 0$ ) was outstanding and included in accounts payable and accrued expenses at the end of the year. No performance fee is payable to the Investment Manager. ## Directors The Directors have been entitled to aggregate annual remuneration (excluding expenses payable) as follows: | | For the year ended 31 December 2024 $£ 000$ | For the year ended 31 December 2023 $£ 000$ | | --- | --- | --- | | Bernard Bulkin OBE | 84.5 | 81.5 | | Margaret Stephens | 71.5 | 58.5 | | Richard Horlick | 64.5 | 58.5 | | Louise Kingham CBE | 61.5 | 58.5 | | Daniella Carneiro ${ }^{1}$ | 61.5 | 55.9 | | | 343.5 | 312.9 | [^0] [^0]: 1 Daniella Carneiro joined the Board of Directors on 18 January 2023. --- The Directors are not eligible for bonuses, pension benefits, share options, long-term incentive schemes or other benefits. There is no amount set aside or accrued by the Company in respect of contingent or deferred compensation payments or any benefits in kind payable to the Directors. During the year ended 31 December 2024, Directors' fees of $£ 343,500$ (2023: $£ 313,000$ ) were paid of which none was payable at the year end. The Directors held the following beneficial interests in the ordinary shares of the Company as at 31 December 2024. | | As at 31 December 2024 | | | --- | --- | --- | | | Number of ordinary shares held | \% of ordinary shares in issue | | Bernard Bulkin CBE | 68,101 | 0.02 | | Margaret Stephens | 56,960 | 0.01 | | Richard Horlick | 300,000 | 0.07 | | Louise Kingham CBE | 26,753 | 0.01 | | Daniella Carneiro | - | 0.00 | ## Other balances with related parties The Company entered into intercompany loan agreements with ENRG Holdings, which entered into further intercompany loan agreements with the following subsidiary companies: - Victory Hill Flexible Power Ltd $£ 8,310,000$ (31 December 2023: $£ 6,060,000$ ) - Victory Hill Australia Investments Pty Ltd A\$38,171,257 (31 December 2023: A\$4,890,000) - Victory Hill USA Holdings LLC US\$nil (31 December 2023: US\$1,021,290.60) - Victory Hill Spain Energy Investments, S.L.U $€ 42,454,578$ (31 December 2023: €nil) As at the year-end, the Company held a receivable from VH ENRG UK Holdings Limited of $£$ nil (31 December 2023: $£ 40,366,849.32$ ). ## 16. Contingent liabilities and commitments As at 31 December 2024, the Company had no contingencies or commitments. ## 17. Earnings per share Earnings per share (EPS) is calculated by dividing profit for the period attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares in issue on 1 January 2022 to 31 December 2024. Amounts shown below are both basic and diluted measures as there were no dilutive instruments in issue throughout the current year. | | For the year ended 31 December 2024 | | | For the year ended 31 December 2024 | | | | --- | --- | --- | --- | --- | --- | --- | | | Revenue | Capital | Total | Revenue | Capital | Total | | Earnings (£'000) | 15,877 | $(53,665)$ | $(37,788)$ | 22,822 | 32,517 | 55,339 | | Weighted average number of ordinary shares | 405,133,610 | 405,133,610 | 405,133,610 | 421,086,053 | 421,086,053 | 421,086,053 | | EPS (p) | 3.92 | $(13.25)$ | $(9.33)$ | 5.42 | 7.72 | 13.14 | ## 18. Net asset value per share Net asset value per share is calculated by dividing the net assets attributable to ordinary equity holders of the Company by the number of ordinary shares outstanding at the reporting date. Amounts shown below are both basic and diluted measures as there were no dilutive instruments in issue throughout the current year. | | Year ended 31 December | Year ended 31 December | | --- | --- | --- | | | 2024 | 2023 | | NAV (£'000) | 408,507 | 483,843 | | Number of ordinary shares | 395,803,422 | 415,471,569 | | NAV per share (p) | 103.21 | 116.46 | ## 19. Post balance sheet events On 21 February 2025, the Board of Directors announced an interim dividend of $£ 5,739,150$ equivalent to 1.45 p per ordinary share with respect to the period 1 October 2024 to 31 December 2024 which will be paid on 27 March 2025. ## 20. Controlling parties There is no ultimate controlling party of the Company. --- Alternative Performance Measures (APMs) are often used to describe the performance of investment companies although they are not specifically defined under IFRS. Calculations for APMs used by the Company are shown below. In reporting financial information, the Company presents alternative performance measures, "APMs", which are not defined or specified under the requirements of IFRS. The Company believes that these APMs, which are not considered to be a substitute for or superior to IFRS measures, provide stakeholders with additional helpful information on the performance of the Company. The APMs presented in this report are shown below: ## NAV per share NAV per share is calculated by dividing the Company's NAV by the total number of outstanding shares at year end. | As at 31 December 2024 | | | --- | --- | | NAV as at 31 December 2024 | $408,507,030$ | | Total number of outstanding shares as at 31 December 2024 | $395,803,422$ | | NAV per share | $103.21 p$ | ## Ongoing charges A measure expressed as a percentage of average net assets, of the regular, recurring annual costs of running an investment company, calculated in accordance with the AIC methodology. | As at 31 December 2024 | | | --- | --- | | Average undiluted NAV (in £'m) | $443,928,649$ | | Recurring costs in the year to date | $6,543,169$ | | Ongoing charges | $1.5 \%$ | ## Premium / (discount) to NAV The amount, expressed as a percentage, by which the share price is more than the NAV per ordinary share. | As at 31 December 2024 | | | --- | --- | | NAV per ordinary share (pence per share) | 103.21 | | Ordinary share price (pence per share) | 66.00 | | Premium / (discount) to NAV as at 31 December 2024 | $-36.1 \%$ | ## Total return A measure of performance that includes both income and capital returns. This takes into account capital gains and reinvestment of any dividends paid out by the Company, with reinvestment on ex-dividend date. | As at 31 December 2024 | | NAV | | --- | --- | --- | | Opening as at 1 January 2024 | a | 116.46 | | Closing as at 31 December 2024 | b | 103.21 | | Dividends paid during the period | | 5.68 | | Dividend adjustment factor* | c | 1.08 | | Adjusted closing | $\mathrm{d}=\mathrm{b} \times \mathrm{c}$ | 111.47 | | Total return for the period (\%) | $\mathrm{d} / \mathrm{a}-1$ | $-4.3 \%$ | Note*: Dividend adjustment factor assumes reinvestment of dividends in shares of the ENRG on the dividend record date. | As at 31 December 2024 | | NAV | | --- | --- | --- | | Opening as at 2 February 2021 | a | 98.00 | | Closing as at 31 December 2024 | b | 103.21 | | Dividends paid to date since IPO | | 16.20 | | Dividend adjustment factor | c | 1.19 | | Adjusted closing | $\mathrm{d}=\mathrm{b} \times \mathrm{c}$ | 122.66 | | Total return since IPO (\%) | $\mathrm{e}=\mathrm{d} / \mathrm{a}-1$ | $25.2 \%$ | | Number of years since IPO | f | 3.91 | | Total annualised NAV return since IPO (\%) | $(1+e)^{*}(1 / f)-1$ | $5.9 \%$ | ## Dividend cover The dividend cover ratio is calculated by using the Company's distributable profits for the year, divided by the amount of dividends paid during the year ending 31 December 2024. | Cash available for distribution | $£ 29,818,403$ | | --- | --- | | Asset level debt service cost | $£ 1,273,067$ | | Fund expenses | $£ 6,545,601$ | | Cash available for distribution | $£ 21,999,735$ | | Dividends paid | $£ 22,927,382$ | | Dividend cover | $\mathbf{0 . 9 6}$ | ## Gearing - Company and Portfolio | | Page | | --- | --- | | Debt (£'k) | $26,765,204$ | | Fund NAV (£'k) | 147 408,507,030 | | Leverage | $6.55 \%$ | --- # **ADDITIONAL INFORMATION** ## **SFDR ANNEX V (UNAUDITED)** SFDR – Annex V Glossary Shareholder Information Notice of Annual General Meeting Company Information ### **Sustainable investment** The **EU Taxonomy** is a classification system laid down in Regulation (EU) 2020/852 establishing a list of **environmentally sustainable economic activities**. That Regulation does not lay down a list of socially sustainable economic activities. Sustainable investments with an environmental objective might be aligned with the Taxonomy or not. ### **Sustainable investment** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 160 - **International**: 166 - **International**: 168 - **European Union**: 174 ### **Sustainable investment** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 166 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 - **European Union**: 174 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries that have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective The **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective The **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **International**: 160 ### **Sustainable investment objective** The **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **European Union** has a list of **51** countries have a sustainable investment objective. The list includes: - **Europay**: 151 - **European Union** has a list of **51** countries have a sis --- The Company has assessed each investment against sustainability eligibility criteria to verify alignment against the following SDGs: SDG 3, Good health and wellbeing; SDG 7, Energy access; SDG 13, Climate action; SDG 9, Industry, innovation and infrastructure; SDG 8, Decent work and economic growth and SDG 17 partnerships for the goal. The Company has also assessed eligibility and alignment of each of the assets with the EU Taxonomy of environmentally sustainable activities "Do No Significant Harm" and technical screening criteria, described further below. The Company investments contributed to reducing carbon emissions by generating renewable energy, avoiding greenhouse gas emissions and displacing harmful air emissions. The Investment Manager is a signatory to the Net Zero Asset Managers Initiative ("NZAMI"), committing to support the goal of net zero greenhouse gas emissions by 2050, in line with global efforts to limit warming to $1.5^{\circ} \mathrm{C}$ and has applied this commitment to the Company's investments. ## (2) How did the sustainability indicators perform? The Company has committed to reporting against the following indicators to measure the sustainable investment objective: | Figure | Explanation | 2023 performance | 2024 performance | | --- | --- | --- | --- | | NfRh of renewable energy produced | This figure represents the renewable and net zero electricity generation which displaces carbon intensive generation, demonstrating contribution to SDG 13. | 844,434 | 856,666 ${ }^{2}$ | | Carbon dioxide equivalent avoided ( $\mathrm{CO}_{2} \mathrm{e}$ ) | This figure accounts for renewable energy generation and renewable fuels use displacing fossil fuel generation net of any Scope 1, 2 and available 3 operational emissions. | 252,671 | 262,5011 | | Tonnes of particulate matter (PM10) avoided | These figures demonstrate the impact of renewable and cleaner fuels produced by a Portfolio Company with a pollution reduction environmental objective, by reporting the tonnes of pollutive compounds removed through use of cleaner fuels. This demonstrates contribution to SDG 3. | 984 | $1,140^{3}$ | | Tonnes of sulfur oxides (SOx) avoided | This figure demonstrates the equivalent number of homes, businesses and/or vehicles served by renewable energy or fuel. This demonstrates contribution to SDG7. | 19,332 | 22,4021 | | Equivalent number of homes, businesses and/ or vehicles served by renewable energy or fuel (UK assumptions used) | This figure demonstrates the equivalent number of homes, businesses and/or vehicles served by renewable energy or fuel. This demonstrates contribution to SDG7. | 312,750 average UK homes powered | 317,284 average UK homes powered | The Annex 1 methodology carbon intensity metrics have been included here for additional disclosure. These have been calculated for 2023 and 2024 for comparison noting the maintenance project at the South Australian Solar PV site which resulted in an increase in electricity import to the BESS and the improvement in scope 3 data collection with regards to fuel transport at the US terminal storage assets increasing scope 3 quantities. (1) 'GHG emissions' | $\sum_{n}^{i}$ | current value of investment, $x$ | | | | --- | --- | --- | --- | | | | | | | Year | Scope 1 | Scope 2 | Scope 3 | | 2023 (tonnes/ $/ \mathrm{KM}$ ) | 2,758.3 | 441 | 24,462 | | 2024 (tonnes/ $/ \mathrm{KM}$ ) | 2,5431 | 9701 | 38,2881 | (2) 'carbon footprint' | $\sum_{n}^{i}$ | current value of investment, $x$ | | | | --- | --- | --- | --- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | current value of all investments ( $/ \mathrm{KM}$ ) | Year | Carbon footprint | | --- | --- | | 2023 (tonnes/ $/ \mathrm{KM}$ ) | 50 | | 2024 (tonnes/ $/ \mathrm{KM}$ ) | 851 | (3) 'GHG intensity of investee companies' | $\sum_{n}^{i}$ | current value of investment, $x$ | | | | --- | --- | --- | --- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | --- # SFDR ANNEX V (UNAUDITED) CONTINUED ## **...and compared to previous periods?** Comparative data is provided in the table above. The operational portfolio remained steady in 2024 with similar performance compared to 2023. ## **How did the sustainable investments not cause significant harm to any sustainable investment objective?** - How have the indicators for adverse impacts on sustainability factors been taken into account? The Company takes into account principle adverse indicators ("PAI") through the due diligence and risk-based analysis approach described in the "How did this financial product consider principal adverse impacts on sustainability factors" section below. The Company reported on the 14 PAIs and selected additional indicators on its website in 2024 https://victory-hill.com. This is updated annually. The greenhouse gas emissions sustainability indicators are used to measure the Company's progress against its net zero target. These are also key indicators in demonstrating progress towards the Company's energy transition investment objective. Other social and environmental indicators are used to monitor asset and operating partner activities and progress on responsible business practices. More information on this approach is provided below in the "How did this financial product consider principal adverse impacts on sustainability factors" section. ### **Were sustainable investments aligned with the OECD Guidelines for Multinational Enterprises and the UN Guiding Principles on Business and Human Rights? Details:** In 2024 all newly acquired and operational assets were assessed for appropriate policies for diversity and inclusion, employee rights including health and safety, stakeholder engagement and grievance management, if there were gaps identified action to fill these were captured in the asset specific Sustainability Action Plan ("SAP") for the year agreed with the operating partner. The Company's strategic focus on the SDGs supports the OECD Guidelines. A core aim is to contribute to economic, social and environmental progress priorities as identified in the SDGs. Operating partners are also required to identify risks in their value chain and the SAP includes actions to implement a supplier code of conduct and due diligence process to identify and mitigate risks. This has included environmental impact, labour rights or material sourcing. The Investment Manager is a signatory to the UN Global Compact and supports the 10 principles including human rights, labour, the environment and anti-corruption and enacted those principles when acting for the Company. No reports of non-compliance with the OECD guidelines and UN Guiding Principles on Business and Human Rights were made in 2024. ## **How did this financial product consider principal adverse impacts on sustainability factors?** The Company considers the PAIs on sustainability factors through internal and external due diligence of its investments taking a risk-based approach. Ex ante the Company obtains external assurance opinions on an investment's alignment with the SDGs described above. This assessment also covers whether the investment may do "significant harm" to the other SDGs. It also considers the impact on the SDGs through the asset's operations, such as reducing inequalities, including gender equality (SDG 5 and 10) and sustainable production and consumption (SDG 12). The International Finance Corporation performance standards, the Global ESG Benchmark for Real Assets and the Sustainability Accounting Standards Board, have identified material energy sector and infrastructure risks and impacts. The Company assessed each investment against these specific risks and impacts, as well as regional and geographic risks to identify the environmental, social and governance ("ESG") issues most relevant for the investment. This analysis also considers the SFDR PAI. This risk and opportunity-based approach to ESG management as described on page 59 is used to identify material impacts. The Company's scope of ESG risk and impact assessment for assets is as follows: - Assessment of ESG risks and impacts related to the sector of operation. - Assessment of ESG risks and impacts related to the region and country of operation. - Assessment of ESG risks and impacts related to the operational proximity to local communities, indigenous peoples, cultural heritage and ecological and biodiversity habitats. - Assessment of ESG risks and impacts related to operational activities such as noise, light, water use, discharge and waste. - Assessment of ESG risks and impacts related to number of people interacting with the operation including employees, contractors and customers. - Assessment of ESG risks and impacts related to internal operating partner resourcing and policies for ESG management. In 2024 all assets were risk assessed on this basis accounting for the probability of impacts and the quality of controls that the operating partner and asset had in place. The Investment Manager worked with the operating partners to close gaps in management practices and identified opportunities for improvement. This is described in the ESG progress section on this annual report on page 65. Key performance indicators on material aspects are collected from the operating partners monthly to track performance and progress. Certified environmental and health and safety systems are required of operations with high risks in these aspects. --- #### **What were the top investments of this financial product?** The top ENRG investments based on value are as follows. | Largest investments | Sector | % Assets | Country | | --- | --- | --- | --- | | US terminal storage | Energy | 30.7% | USA | | Brazilian hydro facility | Energy | 23.5% | Brazil | | UK flexible power with CCR assets¹ | Energy | 12.2% | UK | | Australian solar PV with battery storage assets | Energy | 12% | Australia | | Iberian and Swedish Assets² | Energy | 10.9% | Spain / Sweden / Portugal | | Brazilian solar PV assets | Energy | 10.8% | Brazil | ¹ Included assets under construction in 2024 #### **What was the proportion of sustainability-related investments?** #### *What was the asset allocation?* All (100%) of the Company's investments were sustainable investments with an environmental objective, of which 57% were EU Taxonomy-aligned investments and 43% of the investments with other environmental objectives (not EU Taxonomy aligned). Undeployed cash is held in short-term deposits. ![img-38.jpeg](img-38.jpeg) #### *In which economic sectors were the investments made?* All assets are energy infrastructure assets including renewable (wind, solar PV and hydro), flexible power plus carbon capture and reuse, storage (terminal storage and battery energy storage systems). **To what extent were the sustainable investments with an environmental objective aligned with the EU Taxonomy?** During the reference period, 57% of the sustainable investments with an environmental objective were aligned with the EU Taxonomy, an increase from 51% in 2023. Further information is provided in "How did the percentage of investments aligned with the EU Taxonomy compare with previous reference periods?" section below. The Australian solar PV with battery storage assets, Brazilian solar PV assets, and the Brazilian hydro facility have been assessed under the EU Taxonomy technical screening criteria by a third-party assurance firm. This assessment has included assessment of asset life cycle emissions, physical climate risk and vulnerability and assessment against the relevant do no significant harm ("DASH") criteria. The conclusion of this assessment is that those assets are compliant with the EU Taxonomy criteria for their respective activity types. Terminal storage is not an activity included in the EU Taxonomy and is therefore not EU Taxonomy aligned. Flexible power with carbon capture is an activity type which is included in the EU Taxonomy but until the introduction of carbon capture and storage ("CCD") technology with the ability to permanently store carbon in geological formations, it is not EU Taxonomy aligned. #### **Did the financial product invest in fossil gas and/or nuclear energy related activities complying with the EU Taxonomy?** ˅ Yes: ˅ In fossil gas ˅ In nuclear energy No #### *The graphs below show in green the percentage of investments that were aligned with the EU Taxonomy. As there is no appropriate methodology to determine the taxonomy-alignment of sovereign bonds*, the first graph shows the Taxonomy alignment in relation to all the investments of the financial product including sovereign bonds, while the second graph shows the Taxonomy alignment only in relation to the investments of the financial product other than sovereign bonds.* ![img-39.jpeg](img-39.jpeg) - For the purpose of these graphs, 'sovereign bonds' consist of all sovereign exposures ^{1} Fossil gas and/or nuclear related activities will only comply with the EU Taxonomy where they contribute to limiting climate change ("climate change mitigation") and do no significant harm to any EU Taxonomy objective—see explanatory note in the left hand margin. The full criteria for fossil gas and nuclear energy economic activities that comply with the EU Taxonomy are laid down in Commission Delegated Regulation (EU) 2022/1214. ^{2} Fossil gas and/or nuclear related activities will only comply with the EU Taxonomy where they contribute to limiting climate change ("climate change mitigation") and do no significant harm to any EU Taxonomy objective—see explanatory note in the left hand margin. The full criteria for fossil gas and nuclear energy economic activities that comply with the EU Taxonomy are laid down in Commission Delegated Regulation (EU) 2022/1214. --- # SFDR ANNEX V (UNAUDITED) CONTINUED ## Enabling activities directly enable other activities to make a substantial contribution to an environmental objective. Transitional activities are economic activities for which low-carbon alternatives are not yet available and that have greenhouse gas emission levels corresponding to the best performance. ## What was the share of investments made in transitional and enabling activities? Out of the sustainable investments with an environmental objective that were aligned with the EU Taxonomy, 100% of the investments were made in transitional or enabling activities. | Asset | Sector | Activity type | | --- | --- | --- | | Brazilian solar PV assets | Energy | Enabling | | Australian solar PV with battery storage | Energy | Enabling | | Brazilian Hydro facility | Energy | Enabling | | Iberian and Swedish solar and wind assets | Energy | Enabling | ## How did the percentage of investments that were aligned with the EU Taxonomy compare with previous reference periods? The EU Taxonomy alignment by value increased from 51% in 2023 to 57% in 2024. The increase is due to completion of the technical screening and alignment validation for the Australian solar PV with battery storage programme and the acquired Iberian and Swedish wind and solar assets. ## What was the share of sustainable investments with an environmental objective not aligned with the EU Taxonomy? During the reference period 43% of the sustainable investments with an environmental objective were not aligned with the EU Taxonomy. | Asset | Sector | Investment Share | | --- | --- | --- | | US terminal storage assets | Energy | 30.7% | | UK flexible power with CCR assets | Energy | 12.2% | The UK flexible power with CCR asset is under construction and due to fully commission in 2025. Under article 10, paragraph e, of regulation EU 2020/853 this project will increase the use of environmentally safe carbon capture and utilisation to deliver a reduction in greenhouse gas emissions and, under Article 10 paragraph g, will establish energy infrastructure required for enabling the decarbonisation of energy systems by providing baseload and grid stabilisation for renewable penetration. The predicted operational carbon footprint means the plant will be eligible under the EU taxonomy if the carbon dioxide captured is permanently sequestered. The carbon dioxide will be reused in the food and beverage sector. The objective of the US terminal storage asset is to enable the displacement of high sulfur fuel oil (HSFO) from the Mexican market. Reducing the impact of air pollution (SDG3.9) is a priority of the energy industry and an important element of the energy transition. Air pollution poses a major risk to health and economies globally. The displacement of HSFO reduces PM2.5, PM10, SOx, NOx emissions in Mexico. The reduction of PM is a core part of Mexico's nationally determined contribution on climate action. The US terminal storage assets provide an aggregation point and facilitate the transfer of HSFO to more efficient refining capacity in the United States and the transfer of cleaner fuels back into the Mexican market. ## What investments were included under "not sustainable", what was their purpose and were there any minimum environmental or social safeguards? No investments were included under "not sustainable", all investments (excluding cash) were made under the sustainable investment objective. ## What actions have been taken to attain the sustainable investment objective during the reference period? The sustainable investment objective of facilitating the energy transition through investing in sustainable energy infrastructure investments aligned with the sustainable development goals is achieved through the investment decision making process. To further this objective the investments are actively managed and operating partners engaged in sustainable management practices. Actions taken by the Company are covered in this report in the Sustainability section on page 65. The Company has an engagement policy and routinely engages with the asset operating partners. This includes fortnightly or monthly video calls, monthly ESG key performance indicator submission for performance measurement, and monitoring of the SAP implementation. As described above, the Company influences its operating partners through requiring the implementation of an SAP which includes actions identified through the due diligence and risk analysis process. In 2024 under the SAP a priority for operating partners was to continue to provide operating environmental and social key performance data to develop targets to drive improvement, start implementing the asset contribution to the portfolio net zero road map and strengthening the governance framework for operating the assets which included developing management systems, obtaining certification, action gap analysis and stakeholder engagement. ### Some specific Company actions: - Completed financial climate risk and opportunity analysis for all new investments to understand potential risks to value under different transition scenarios. - Completed technical screening including physical climate risk analysis and life cycle analysis for all newly acquired and constructed assets. - Collected renewable energy generation monthly and calculated associated GHG emissions avoided using grid emissions factors to support climate mitigation. - Measured flows of HSFO from Mexico to the storage terminal and calculated associated avoided air emissions to support environmental and health impact through pollution reduction. - Calculated operational greenhouse gas footprint from operating assets to support target setting for climate change mitigation, this included several scope 3 categories including emissions from water use, waste disposal and freight transport. - Pre-emptively engaged construction programme operating partners to ensure operational procedures to support best practice environmental and social management will be implemented. - Engaged larger operational programmes on obtaining management system certification on health, safety and the environment, and where applicable more broadly sustainability standards. Specifically, the Brazilian hydro facility obtained certification to the hydropower sustainability standard at the end of 2024. --- | Topic | Metric | Unit | Materiality Standard by Asset class | Page | | --- | --- | --- | --- | --- | | GHG Emissions and targets | Scope 1 Scope 2 Scope 3 | $\mathrm{ICO}_{2} \mathrm{e}$ | ISSB/SASB GRI 305 SFDR indicators ESRS E1 | 63 | | | Emissions associated with power delivery (avoided) | $\mathrm{ICO}_{2} \mathrm{e}$ | SASB - power generators SDR | 62 | | | Performance against targets | Qualitative analysis | SASB - All GRI 305 SDR | 63 | | Climate risks and resilience | Implications, risks and opportunities due to climate change | Qualitative analysis | GRI 201 TCFD ISSB ESRS E1 | 72 | | Air quality | ENRG investments to not emit pollutants | NA | SASB - midstream GRI 305 ESRS SDR | 65 | | | Reported avoided for terminal storage | tonnes | | | | Energy management | Total energy purchased | MWh | SASB - all | 62 | | | Total energy consumed (BESS) | MWh | GRI 304 SFDR indicators | | | | \% grid/renewables | \% | | | | | Total electricity delivered | MWh | SASB - power generators | 62 | | Waste Management | Volume of waste generated | Tonnes | GRI 306 SFDR indicators | 66 | | | Volume diverted from landfill | | | | | Topic | Metric | Unit | Materiality Standard by Asset class | Page | | --- | --- | --- | --- | --- | | Water management | Total water withdrawn and consumed | Litres | SASB - power generators GRI 303 ESRS E3 | 66 | | | \% sited in water stress areas | \% | SASB - power generators ISSB | 66 | | | Water quality | WQI | ENRG analysis - hydro | 66 | | | Noncompliance with water regulations | # | SASB - power generators SFDR indicators | | | | Water management practices | Qualitative | SASB - power generators | 66 | | Workforce health and safety | Total case injury rate (TCIR) | Rate | SASB - all GRI 403 ESRS S1 | 67 | | | Fatality rate | | | | | Operational safety | Reportable incidents including accidental releases | # | SASB - midstream ENRG analysis - hydro GRI 306 | 67 | | Emergency preparedness and responses | Management systems discussion | Qualitative | SASB - midstream ENRG analysis - hydro | 67 | | Ecological impacts of project development | Number and duration of project delays due to ecological impacts | # and days | SASB - solar project developers | 63 | | | Environmental management plans and practices | Qualitative | SASB - all SFDR indicators | 63 | | | \% land operated within protected conservation areas | \% by HA | SASB - all GRI 304 | NA | | | Land protected or restored | HA | SASB - all GRI 304 | 63 | | | Number and volume of chemical or hydrocarbon spills | Barrels | SASB - midstream | 67 | | Community | Description of efforts to address community and ecological impacts | Qualitative | SASB - all GRI 414 | 68 | --- | Topic | Metric | Unit | Materiality Standard by Asset class | Page | | --- | --- | --- | --- | --- | | Management of Energy Infrastructure Integration | Description of risks associated with integration of solar energy into existing energy infrastructure and discussion on risk management | Qualitative | SASB - solar project developers | 47 | | | Description of risks and opportunities of energy policy and effect on energy infrastructure integration | Qualitative | SASB - power generators | 49 | | End of life management | Not applicable yet for the portfolio. All solar PV + BESS sites are under construction or in first 5 years of operation | | SASB - power generators | NA | | Material sourcing | Description of the management of risks associated with the use of critical materials | Qualitative | SASB - power generators | 68 | | | Description of management of environmental and social risks associate with the polysilicon supply chain | Qualitative | SASB - power generators GRI 414 | 68 | | Workforce management | Employee turnover | \% | GRI 401 | 67 | | | Training hours | Av Hrs | GRI 404 | not reported | | | Employment practices | Qualitative | GRI 401/402/403/407 | 67 | | | Gender diversity and equal opportunity | \% | GRI 405 SFDR indicators | 67 | | Anti-corruption | Risks, communication and actions | Qualitative | GRI 205 | 48 \& 84 | --- | AIC | Association of Investment Companies | | --- | --- | | AIFM | Alternative Investment Fund Manager | | Annual General Meeting or AGM | A meeting held once a year which shareholders can attend and where they can vote on resolutions to be put forward at the meeting and ask directors questions about the company in which they are invested | | COD | Commercial Operational Date | | Company | VH Global Energy Infrastructure plc | | Decentralised energy | Energy which is produced close to where it will be used, rather than at a large centralised plant elsewhere, delivered through a centralised grid infrastructure | | Discount | The amount, expressed as a percentage, by which the share price is less than the net asset value per share | | Dividend | Income receivable from an investment in shares | | EPC | Engineering, procurement and construction | | ESG | Environmental, social and governance | | EU | European Union | | Ex-dividend date | The date from which you are not entitled to receive a dividend which has been declared and is due to be paid to shareholders | | Financial Conduct Authority or FCA | The independent body that regulates the financial services industry in the UK | | FIT | Feed-in Tariff | | GAV | Gross Asset Value | | Gearing | A way to magnify income and capital returns, but which can also magnify losses | | GHG | Greenhouse Gases | | Investment / Victory Hill | Victory Hill Capital Partners LLP | | Investment Company | A company formed to invest in a diversified portfolio of assets | | Investment Trust | An investment company which is based in the UK and which meets certain tax conditions which enables it to be exempt from UK corporation tax on its capital gains. The Company is an investment trust | | IPO | Initial Public Offering | | MW | Megawatt | | MWh | Megawatt Hour | | NAV per ordinary share | NAV divided by the number of ordinary shares in issue (excluding any shares held in treasury) | | Net asset value or NAV | An investment company's assets less its liabilities | | OECD | Organisation for Economic Co-operation and Development | | Ongoing charge | The 'ongoing charges' ratio is an indicator of the costs incurred in the day-to-day management of the Company, expressed as a percentage of average net assets. This ratio calculation is based on Association of Investment Companies ('AIC') recommended methodology | | Ordinary shares | The Company's ordinary shares in issue of £0.01 each | | O\&M | Operation and Maintenance | | PPA | Power Purchase Agreement | | Premium | The amount, expressed as a percentage, by which the share price is more than the net asset value per share | | PV | Photovoltaic | | ROC | Renewable Obligation Certificates | | SDG | UN Sustainable Development Goals | | SFDR | Sustainable Finance Disclosure Regulation | | Share price | The price of a share as determined by a relevant stock market | | --- | --- | | SPE | Special Purpose Entity | | TCFD | Task Force on Climate-Related Financial Disclosures | | Total return | Total return statistics enable the investor to make performance comparisons between investment trusts with different dividend policies. The total return measures the combined effect of any dividends paid, together with the rise or fall in the share price or NAV. This is calculated by the movement in the share price or NAV plus the dividends paid by the Company assuming these are reinvested in the Company at the prevailing NAV/share price | | WACC | Weighted Average Cost of Capital | --- ## Shareholder Information The Company's ordinary shares of 1 p each are quoted on the Official List of the FCA and traded on the premium segment of the Main Market of the London Stock Exchange. | SEDOL number | BNKVP75 | | --- | --- | | ISIN | GB00BNKVP754 | | Ticker/TIDM | ENRG | | LEI | 213800RFHAOF372UUS80 | ## Frequency of NAV publication The Company's NAV is released via RNS to the London Stock Exchange on a quarterly basis and is published on the Company's website. ## Sources of further information Copies of the Company's annual and interim reports, stock exchange announcements and further information on the Company can be obtained from the Company's website: www.globalenergyinfrastructure.co.uk. ## Financial calendar | March | Annual results announced Payment of first interim dividend | | --- | --- | | April/May | Annual General Meeting | | June | Payment of second interim dividend Company's half-year end | | September | Interim results announced Payment of third interim dividend | | December | Payment of fourth interim dividend Company's year end | ## Share register enquiries Computershare Investor Services PLC maintains the share register on behalf of the Company. In the event of queries regarding shares registered in your own name, please contact the Registrar on 03707030333 . This helpline also offers an automated selfservice functionality (available 24 hours a day, 7 days a week) which allows you to: - hear the latest share price; - confirm your current shareholding balance; - confirm your payment history; and - order Change of Address, Dividend Bank Mandate and Stock Transfer forms. By quoting the reference number on your share certificate, you can check your holding on the Registrar's website at www.investorcentre.co.uk. They also offer a free, secure share management website service which allows you to: - view your share portfolio and see the latest market price of your shares; - calculate the total market value of each shareholding; - view price histories and trading graphs; - register to receive communications from the Company, including the Annual Report and Financial Statements, in electronic format; - update bank mandates and change address details; - use online dealing services; and - pay dividends directly into your overseas bank account in your chosen local currency. To take advantage of this service, please log in at www.investorcentre.co.uk and enter your Shareholder Reference Number and Company Code (this information can be found on the last dividend voucher or your share certificate). ## Electronic Communications and Proxy Voting If you hold stock in your own name, you can choose to receive communications from the Company, and vote, in electronic format. This has environmental benefits in the reduction of paper, printing, energy and water usage, as well as reducing costs to the Company. The paragraphs below explain how you can use these services. ## Electronic Communications If you would like to take advantage of this service, please visit the Registrar's website at www.investorcentre.co.uk and register. You will need your Shareholder Reference Number (which is on your share certificate and tax voucher) to hand. If you then agree to the terms and conditions, in future, on the day that documents are sent to shareholders by post, you will receive an e-mail providing the website address link to the documents. After you register, paper documents will be available on request. ## Electronic Proxy Voting You can also return proxies electronically at www.eproxyappointment.com. If you have registered for electronic communications, you will be issued a PIN number to use when returning proxies to the Registrar's secure website. You do not need to register for electronic communications to use electronic proxy voting, paper proxy forms will contain a PIN number to allow you to return proxies electronically. If you have any questions about this service, please contact Computershare on 03707030333 . ## Association of Investment Companies The Company is a member of the AIC, which publishes statistical information in respect of member companies. The AIC can be contacted on 02072825555 , enquiries@theaic.co.uk or visit the website: www.theaic.co.uk. --- # NOTICE OF ANNUAL GENERAL MEETING THIS NOTICE OF ANNUAL GENERAL MEETING IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take or the contents of this document, you are recommended to seek your own financial advice from your stockbroker, bank, solicitor, accountant or other appropriately qualified independent adviser authorised under the Financial Services and Markets Act 2000 immediately if you are in the United Kingdom, or from another appropriately qualified independent financial adviser if you are in a territory outside the United Kingdom. If you have sold or otherwise transferred all of your shares in VH Global Energy Infrastructure plc (the "Company"), please forward this document as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. Notice is hereby given that the Annual General Meeting of VH Global Energy Infrastructure plc will be held at the offices of Victory Hill Capital Partners LLP, 21-22 Warwick Street, London, W1B 5NE on Wednesday, 21 May 2025 at 12:00 pm to transact the business set out below. To consider and, if thought fit, pass the following resolutions. Resolutions 1 to 12 (inclusive) will be proposed as Ordinary Resolutions which require more than $50 \%$ of the votes cast to be in favour in order for the resolutions to be passed. Resolutions 13 to 16 (inclusive) will be proposed as Special Resolutions which require at least $75 \%$ of the votes cast to be in favour in order for the resolutions to be passed. For further information on the resolutions, please refer to pages 99 to 101. ## Ordinary resolutions 1. To receive and adopt the Company's Annual Report and Financial Statements for the year ended 31 December 2024, with the reports of the Directors and Auditor thereon. 2. To approve the Directors' Remuneration Report included in the Annual Report for the year ended 31 December 2024. 3. To approve the Company's dividend policy as set out in the Annual Report for the year ended 31 December 2024 and authorise the Directors to declare and pay all dividends of the Company as interim dividends. 4. To re-elect Bernard Bulkin as a Director of the Company. 5. To re-elect Daniella Carneiro as a Director of the Company. 6. To re-elect Richard Horlick as a Director of the Company. 7. To re-elect Louise Kingham as a Director of the Company. 8. To elect Patrick Firth as a Director of the Company. 9. To re-appoint BDO LLP as Auditor to the Company to hold office from the conclusion of the Annual General Meeting until the next meeting at which financial statements are laid before the Company. 10. To authorise the Audit Committee to determine the remuneration of the Auditor of the Company. 11. That the Directors be and are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the "Act"), to exercise all the powers of the Company to allot relevant securities (within the meaning of Section 551 of the Act) up to a maximum aggregate nominal amount of $£ 395,803.42$, (being $10 \%$ of the issued share capital as at 2 April 2025 comprising 395,803,422 ordinary shares of $£ 0.01$ each in the Company (excluding treasury shares), or if changed, the amount that represents $10 \%$ of the aggregate nominal value of the Company's issued share capital (excluding treasury shares) at the date of the passing of this resolution, such authority to expire at the conclusion of the next annual general meeting of the Company to be held after the date of the passing of this resolution or 15 months from the date of passing this resolution, whichever is earlier, unless previously revoked, varied or renewed by the Company in a general meeting, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require the relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such an offer or agreement as if such authority conferred by this resolution had not expired. 12. That subject to the passing of Resolution 11 and in addition to the authority conferred by Resolution 11 above, the Directors be and are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the "Act"), to exercise all the powers of the Company to allot relevant securities (within the meaning of Section 551 of the Act) up to a maximum aggregate nominal amount of $£ 395,803.42$, (being $10 \%$ of the issued share capital as at 2 April 2025 comprising 395,803,422 ordinary shares of $£ 0.01$ each in the Company (excluding treasury shares), or if changed, the amount that represents $10 \%$ of the aggregate nominal value of the Company's issued share capital (excluding treasury shares) at the date of the passing of this resolution, such authority to expire at the conclusion of the next annual general meeting of the Company to be held after the date of the passing of this resolution or 15 months from the date of passing this resolution, whichever is earlier, unless previously revoked, varied or renewed by the Company in a general meeting, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require the relevant securities to be allotted after such expiry and the Directors may allot relevant securities in pursuance of such an offer or agreement as if such authority conferred by this resolution had not expired. ## Special resolutions 13. That, subject to the passing of Resolution 11, the Directors be and are hereby generally empowered (pursuant to Sections 570 and 573 of the Companies Act 2006 (the "Act")) to allot equity securities (within the meaning of Section 560 of the Act) for cash pursuant to the authority conferred on them in Resolution 11 above and/or to sell ordinary shares held by the Company as treasury shares (as defined in Section 724 of the Act) for cash as if Section 561(1) of the Act did not apply to any such allotment or sale, such power shall: a) be limited to the allotment or sale of equity securities up to an aggregate nominal amount of $£ 395,803.42$ (being $10 \%$ of the issued share capital of the Company as at 2 April 2025 comprising 395,803,422 ordinary shares of $£ 0.01$ each in the Company (excluding treasury shares)) or, if changed, the amount that represents $10 \%$ of the aggregate nominal value of the Company's issued share capital (excluding treasury shares) at the date of the passing of this resolution; and b) expire at the conclusion of the next annual general meeting of the Company to be held after the date of the passing of this resolution or 15 months from the date of passing this resolution, whichever is earlier, unless previously revoked, varied or renewed by the Company in general meeting, save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require equity securities to be allotted or sold from treasury after the expiry of such power, and the Directors may allot or sell from treasury equity securities in pursuance of such an offer or an agreement as if such power had not expired. 14. That, in addition to the authority conferred by Resolution 13 above, but subject to the passing of resolutions 11, 12 and 13, the Directors be and are hereby generally empowered (pursuant to Sections 570 and 573 of the Companies Act 2006 (the "Act") to allot equity securities (within the meaning of Section 560 of the Act) for cash pursuant to the authority conferred on them in Resolution 12 above and/or to sell ordinary shares held by the Company as treasury shares (as defined in Section 724 of the Act) for cash as if Section 561(1) of the Act did not apply to any such allotment or sale, such power shall: a. be limited to the allotment or sale of equity securities up to an aggregate nominal amount of $£ 395,803.42$ (being $10 \%$ of the issued share capital of the Company as at 2 April 2025 comprising 395,803,422 ordinary shares of $£ 0.01$ each in the Company (excluding treasury shares)) or if changed, the amount that represents $10 \%$ of the aggregate nominal value of the Company's issued share capital (excluding treasury shares) at the date of the passing of this resolution; and b. expire at the conclusion of the next annual general meeting of the Company to be held after the date of the passing of this resolution or 15 months from the date of passing this resolution, whichever is earlier, unless previously revoked, varied or renewed by the Company in general meeting, save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require equity securities to be allotted or sold from treasury after the expiry of such power, and the Directors may allot or sell from treasury equity securities in pursuance of such an offer or an agreement as if such power had not expired. --- 15. That the Company be and is generally and unconditionally authorised in accordance with Section 701 of the Companies Act 2006 (the "Act") to make one or more market purchases (within the meaning of Section 693(4) of the Act) of its ordinary shares on such terms and in such manner as the Directors of the Company may from time to time determine, provided that: a. the maximum aggregate number of ordinary shares that may be purchased is $59,330,932$ ordinary shares or, if changed, the number representing $14.99 \%$ of the Company's issued share capital (excluding treasury shares) at the date of the meeting of the Company at which this resolution is passed; b. the minimum price (exclusive of any expenses) which may be paid for an ordinary share is $£ 0.01$; c. the maximum price (exclusive of expenses) which may be paid for an ordinary share shall be the higher of: (i) $105 \%$ of the average of the middle market quotations for an ordinary share (as derived from the London Stock Exchange Daily Official List) for the five business days prior to the date of the market purchase; and (ii) the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for the ordinary share on the trading venue where the purchase is carried out; d. this authority shall expire at the conclusion of the next annual general meeting of the Company to be held after the date of the passing of this resolution or, if earlier, on the expiry of 15 months from the date of the passing of this resolution, unless such authority is revoked, varied or renewed prior to that time; and e. the Company may make a contract to purchase ordinary shares under the authority, which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of ordinary shares pursuant to any such contract. 16. That, a general meeting of the Company (other than an annual general meeting) may be called on not less than 14 clear days' notice, provided that this authority shall expire at the conclusion of the next annual general meeting of the Company to be held after the date of the passing of this resolutions or, if earlier, on the expiry of 15 months from the date of the passing of this resolution. By Order of the Board ## Ocerian Administration (UK) Limited Company Secretary 2 April 2025 ## Registered Office: 5th Floor 20 Ferichurch Street London EC3M 3BY ## Company number: 12986255 ## Notes for the Annual General Meeting 1. A member entitled to attend and vote may appoint a proxy or proxies to attend, speak and vote instead of him or her. A proxy need not be a member of the Company but must attend the meeting in person for the member's vote to be counted. The appointment of a proxy will not preclude a shareholder from attending and voting in person at the Annual General Meeting or at any adjournment thereof. A form of proxy is enclosed which, if used, must be lodged at the Company's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY not less than 48 hours (excluding non-working days) before the Annual General Meeting. Alternatively, you can appoint a proxy electronically by visiting www.epoxyappointment.com. You will be asked to enter the Control Number, the Shareholder Reference Number and PIN which are printed on the form of proxy or contained within the email sent to you. To appoint more than one proxy, you may photocopy this form. You may appoint a person other than the Chair as your proxy. Please indicate the proxy holder's name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together with any power of attorney or other authority under which it is signed, or a notarially certified or office copy of such power of attorney in the same envelope. Members who wish to revoke or change their proxy instructions should submit a new proxy appointment using the methods set out in these Notes. Any amended proxy appointment or revocation received after the relevant cut-off time for receipt of proxy appointments may be disregarded. If a member submits more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. 2. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's Register of Members in respect of the joint holding (the first named being the most senior). 3. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that to be entitled to attend and vote at the Annual General Meeting (and for the purpose of the determination by the Company of the number of votes they may cast), members must be entered on the Company's Register of Members at close of business on 19 May 2025. If the meeting is adjourned then, to be so entitled, members must be entered on the Company's Register of Members at the time which is 48 hours (excluding non-working days) prior to the adjourned meeting or, if the Company gives notice of the adjourned meeting, at the time specified in that notice. Changes to entries on the Company's Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the Annual General Meeting. 4. A vote "withheld" option is provided on the proxy form to enable a shareholder to instruct their proxy not to vote on any particular resolution. It should be noted that a vote withheld in this way is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" or "Against" a resolution. 5. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General Meeting to be held on 21 May 2025 and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. 6. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK and Ireland Limited ("CRESTCo's") specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, in order to be valid and regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must be transmitted so as to be received by the Company's agent ID (3RA50) by the latest time for receipt of proxy appointments specified above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that CRESTCo does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST --- members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 7. If you are an institutional investor you may be able to appoint a proxy electronically via the Proximity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proximity, please go to www.proximity.io. Your proxy must be lodged by 12:00 pm on 19 May 2025 in order to be considered valid. Before you can appoint a proxy via this process, you will need to have agreed to Proximity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. 8. Any person to whom this Notice is sent who is a person nominated under Section 146 of the Companies Act 2006 (the "Act") to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. The statements of the rights of shareholders in relation to the appointment of proxies in the Notes above do not apply to a Nominated Person. The rights described in those Notes can only be exercised by registered shareholders of the Company. 9. As at 2 April 2025, being the latest practicable date prior to the publication of this notice, the Company's issued share capital was 422,498,890 ordinary shares carrying one vote each, of which, 26,695,468 ordinary shares were held in treasury. Therefore, the total voting rights in the Company on that date was 395,803,422. 10. In accordance with section 319A of the Act, the Company must cause any question relating to the business being dealt with at the meeting put by a shareholder attending the meeting to be answered. No such answer need be given if (i) to do so would interfere unduly with the preparation for the meeting, or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered. 11. A person authorised by a corporation is entitled to exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual shareholder of the Company. On a vote on a resolution on a poll, if more than one authorised person purports to exercise a power in respect of the same shares: (i) if they purport to exercise the power in the same way as each other, the power is treated as exercised in that way; or (ii) if they do not purport to exercise the power in the same way as each other, the power is treated as not exercised. To be able to attend and vote at the meeting, corporate representatives will be required to produce prior to their entry to the meeting evidence satisfactory to the Company of their appointment. Corporate shareholders can also appoint one or more proxies in accordance with Note 1. 12. Shareholders should note that it is possible that, pursuant to requests made by shareholders of the Company under section 527 of the Act, the Company may be required to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the Auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstances connected with an Auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's Auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the Act to publish on a website. 13. Any person holding $3 \%$ or more of the total voting rights of the Company who appoints a person other than the Chair of the meeting as their proxy is to ensure that both they and their proxy comply with their respective disclosure obligations under the UK Disclosure Guidance and Transparency Rules. 14. Copies of the letters of appointment of the Directors of the Company and existing Articles of Association will be available for inspection from the Company Secretary during normal business hours (excluding weekends and public holidays) until the date of the Annual General Meeting and, on the date of the Annual General Meeting, at the location of the meeting from 11.45 am until the conclusion of the meeting. The Company Secretary can be contacted at victoryhill@ocorian.com. 15. The Annual Report incorporating this Notice of Annual General Meeting, the information required by section 311A of the Act and, if applicable, any members' statements, members' resolutions or members' matters of business received by the Company after the date of this notice, will be available on the Company's website at www.globalenergyinfrastructure.co.uk/ investors. 16. Members may not use any electronic address provided either in the Notice of Annual General Meeting or any related document to communicate with the Company for any purpose other than those expressly stated. --- # COMPANY INFORMATION Non-executive Directors Bernard Bulkin OBE (Chair) Daniella Carneiro Richard Horlick Louise Kingham CBE Margaret Stephens Patrick Firth Registered office 5th Floor 20 Fenchurch Street London EC3M 3BY Investment Manager and AIFM Victory Hill Capital Partners LLP 4th Floor 21-22 Warwick Street London W1B 5NE Corporate Broker Deutsche Numis Securities Limited 45 Gresham Street London EC2V 7BF Legal Adviser Eversheds Sutherland (International) LLP One Wood Street London EC2V 7WS Company number: 12986255 Country of incorporation: England and Wales Administrator and Company Secretary Ocorian Administration (UK) Limited $5^{\text {th }}$ Floor 20 Fenchurch Street London EC3M 3BY Depositary Ocorian Depositary (UK) Limited $5^{\text {th }}$ Floor 20 Fenchurch Street London EC3M 3BY Registrar Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZY Auditor BDO LLP SS Baker Street London W1U 7EU --- .