NextEnergy Solar Fund Limited (“NESF” or the “Company”)

Commencement of Formal Sale Process

NESF announced on 11 March 2026 the results of a strategic review, on 3 June 2026 the Company’s updated NAV as at 31 March 2026 and on 22 June 2026 the Company’s Full Year Results & Annual Report.

Notwithstanding the performance of its underlying portfolio of assets, NESF continues to have a challenging experience as a listed company, including a share price discount to its reported NAV that has persisted for several years and impacted its ability to raise new equity capital to fund its future growth. The board of NESF (the “Board“) also believes that it is challenged by the increased focus on shorter-term investment horizons by some parts of the public equity markets compared to the longer-term nature of its investments.

Since the announcement of the strategic review the Board has continued to engage with major stakeholders to understand their views on the Company’s future strategic options. Having evaluated this feedback and numerous alternatives to maximise value for shareholders, the Board believes that it would be in shareholders’ interest to investigate the sale of NESF and has therefore decided to commence a “Formal Sale Process” of the Company (as referred to in Note 2 on Rule 2.6 of the Takeover Code (the “Code“)) (the “Formal Sale Process“).

NextEnergy Capital IM Ltd, NESF’s investment manager, fully supports the Board’s decision.

The Board is not in any active discussions with any potential offeror and is not considered to be in receipt of an approach from any potential offeror as at the date of this announcement.

The Takeover Panel has agreed that any discussions with third parties in relation to an offer for the Company may take place within the context of a “Formal Sale Process” (as referred to in Note 2 on Rule 2.6 of the Takeover Code).

Formal Sale Process

As part of the Formal Sale Process, the Board invites expressions of interest from bona fide parties regarding a potential transaction for the entire issued ordinary share capital of the Company. The Formal Sale Process is being managed by the Board, which is being advised by Rothschild & Co.  Parties interested in participating in the Formal Sale Process or otherwise engaging with the Company should contact Rothschild & Co, using the contact details below.

The Company intends to conduct a process focused on those parties which understand and value the full potential of the Company.

Parties interested in participating in the Formal Sale Process will be required to enter into a non-disclosure and standstill agreement with the Company on terms satisfactory to the Board and on the same terms, in all material respects, as other interested parties before being permitted to participate in the Formal Sale Process. The Company intends to provide interested parties with certain information on its business, following which interested parties would be invited to submit their proposals to the Board. NESF will update the market in due course regarding timings for the Formal Sale Process.