Octopus Renewables

Overview. Octopus Renewables Limited, which operates under the trading name Octopus Energy Generation (referred to as “OEGEN”, “Firm”, “we”, “our” or “us”) is a registered investment adviser with the US Securities and Exchange Commission (“SEC”). OEGEN is also authorised and regulated by the Financial Conduct Authority in the UK under Firm Reference Number 473797. OEGEN is a London-based leading specialist energy transition and renewable energy investment manager that invests in renewable energy operating and construction assets, development projects, developers and broader projects and companies relating to the energy transition. The team was set up in 2010 based on the belief that investors can play a vital role in helping to avert climate change. OEGEN is a wholly owned subsidiary of Octopus Energy Fund Management Holdings Ltd whose ultimate owner is Octopus Energy Group Limited (“OEGL”). Advisory Services. OEGEN provides discretionary advisory and sub advisory services to private funds, professional, accredited, and institutional investors. These consist of pooled alternative investment funds, Separate Managed Accounts as well as one investment trust listed on the London Stock Exchange (singularly, the “Fund”; collectively, the “Funds”). Separate Managed Accounts are managed in accordance with the particular investment objectives, strategies, restrictions, and guidelines detailed in relevant agreements. Pooled investment funds are not tailored to the individualised needs of any particular investor. Each investor receives a complete set of offering materials with detailed information regarding investment objectives and investment style prior to investing. Assets under management. As of 31 March 2026, OEGEN has $11.7bn in discretionary and advisory assets under management. This is calculated as Gross Asset Value + Undrawn subscriptions of all mandates managed by the business.

OEGEN receives management fees from each Fund, and in some cases, performance fees for managing the Funds. All fees payables to OEGEN are specifically negotiated with each client and documented in the relevant investor advisory or offering document. We do not have set fee schedules, management fees generally start at 0.10% per annum, calculated based on a Fund’s net asset value (“NAV”). Management fees are usually paid quarterly in arrears, with the fees either invoiced directly to the client or, where authorised, debited from the relevant Fund. Funds initiated or terminated during a calendar quarter will be charged a prorated fee. We are permitted by advisory agreements related to pooled investment funds we manage to, at our sole discretion, waive, reduce or rebate all or a portion of our management and / or performance fees for the benefit of any limited partner. These fee waivers do not impact fees paid by any other investors in these pooled investment funds. Performance fees are typically based on a percentage (e.g. 5%) of distributions in excess of a specific real rate of return over a specified period. Generally, no performance fees are paid until clients have received back their invested capital plus a specific rate of return on that invested capital, adjusted for inflation. Details regarding this fee may be found in the offering materials for each Fund. Other costs involved. In addition to the investment manager fees shown above, expenses associated with making investments on behalf of the Funds will also be incurred. These fees

include: legal fees, accounting or audit services, insurance, interest or bank charges, taxation advisory or compliance services, and costs related to diligence or review of investments. For avoidance of doubt, these fees are payable directly by the Fund to third party service providers, not OEGEN.

Investment strategy. Our investment strategy is to provide investors with attractive levels of risk-adjust returns and capital growth by investing in diversified portfolios of sustainable energy assets and platforms. The specific strategy is determined in accordance with the Fund mandate. Core investments to date have focused on solar PV and onshore wind assets in various stages of the lifecycle including operational, in construction or development. Some Funds are mandated to invest in other renewables technologies including hydro, geothermal, biomass assets and other energy-related infrastructure. We invest across a range of OECD countries. Our investment origination philosophy is based on two core principles i) to seek inefficiencies within markets or between markets and ii) to invest in areas where we have established expertise.

Origination. OEGEN has a dedicated team of over 40 people responsible for the originating and closing of investment opportunities across the United Kingdom, Europe, Asia and North America. The investment team constantly generates a pipeline of investment opportunities by (i) maintaining relationships and partnerships with asset owners, developers and M&A counterparties (ii) being visible as an active participant in renewable energy markets through industry press and thought leadership, and (iii) by being known by asset owners and advisers as a trusted, experienced counterparty that delivers on its promises. By being part of the broader OEGL, a global clean energy tech pioneer, we believe that we will have better access to projects that enable us to change the entire energy lifecycle and make every green electron matter, delivering the best outcomes for customers, investors, the environment and society. OEGEN’s affiliated entities also provide live insights into the energy transition propositions that customers are keen to buy, and OEGEN can then ensure we proactively target and back the platforms and infrastructure assets that deliver those customer needs. Investment screening. Each investment opportunity goes through a thorough and detailed due diligence process and the sites of all new investments are visited by an appropriate member of the team before investment. All deals are evaluated in the specific Fund model and then valued using detailed financial models. At the outset the risk objectives and constraints of the Fund are defined in-line with the Fund’s return objectives and any other applicable restrictions (for example a Fund may want a country specific investment mandate). Prior to the start of the investment process, it is confirmed during an allocations process that a potential opportunity adheres to the return and risk objectives of the Fund it will be allocated to. Investment process. The investment team own the identification, quantification, and mitigation of risks throughout the asset origination and investment process. Each team focused on a new investment includes a member of asset management and, where appropriate, construction teams. A team of specialist top tier advisors (legal, technical, market, insurance, tax and accounting) from our panel are engaged on each investment to assist the team in identifying and mitigating the risks of each investment opportunity. OEGEN has a robust investment approval process which is consistently applied across investment opportunities. The process is governed by the Investment Committee (“IC”). The investment process follows four stages: • •

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Strategy and Green Light Approval: Before entering a new market OEGEN undertakes a detailed market assessment which is presented to IC for Green Light Approval. Origination and Approval in Principle: Once market entry is approved, OEGEN originates assets through a number of defined strategies. After receiving Approval in Principle for an investment from IC, the investment team will appoint a range of advisers from our panel. Negotiation, due diligence, and Final Approval: A consistent and rigorous due diligence process is applied to each opportunity. Our experience enables us to identify key issues early and to focus due diligence on the areas that matter. This detailed due diligence process helps support an effective negotiation process. Our market knowledge and skills ensure an equitable share of risk and reward. Throughout this stage of the process, regular updates are provided to the IC.

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Execution and Pre-Completion Note: When a final investment decision has been received, the deal team negotiates the final terms of the transaction within the framework set out in the final investment decision and prepares the transaction for completion.

Where assets are sold, the divestment process and approval process is similar to the above. Investment specific risks are tracked and reported to the IC and relevant Fund board throughout the investment process. During the Approval in Principle, and Final Approval stage, of the investment process all identified and reported risks are approved (or declined as the case may be) by the IC before proceeding to close. Our experience as a manager usually means that material risks are identified at the Approval in Principle stage. Critically this enables the IC to make an early and informed view on whether it wants to pursue the transaction, avoiding material fund abort risk exposure because material diligence spend is only sanctioned at AIP stage. Post investment. Once an investment is completed the identified risks are input into the Fund risk register as part of the handover to the asset management/energy transition/development teams. From the point of handover these teams are responsible for owning and managing risk activities in relation to an investment. For construction or operational portfolio assets, each asset has a dedicated asset manager supported by specialist internal teams including, technical, legal, health and safety and finance. These teams are further supported by external consultants as necessary. Risk management Risk management is fully integrated into the full asset life cycle, from pre-investment screening, throughout the investment process and the day-to-day management post acquisition. The product heads are required to review and provide an opinion on every new investment paper submitted for their fund to IC. To manage risk, OEGEN applies one, or more, of four key principles: • • •

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Avoid: an informed decision not to become involved with a risk. e.g. implement fixed price power purchase agreements or decline investments with significant risks identified during due diligence Transfer: shift the risk to someone else, e.g. insuring, extended warranties, contractual guarantees and liquidated damages Mitigate: appropriate policies, processes, procedures to reduce either the likelihood of an occurrence or its consequence or both e.g. HSE, maintenance / testing of plant equipment, Power Purchase Agreements, protection in transaction documents via hold backs or deferred consideration, and Accept: an informed decision to accept risk, or the residual risk, having considered and/or implemented the aforementioned mitigants.

Risk of Loss An investment in any of the Funds managed by OEGEN involves a substantial degree of risk and should be considered only by prospective investors whose financial resources are sufficient to enable them to assume such risk (and the possible loss of some or all of their investment) and who have no immediate need for liquidity in their investment. Prospective investors should carefully evaluate the following risk factors associated with an investment in the Fund. These are not an exhaustive list of risks and prospective investors should make their own assessment of the risks and rewards of an investment in the Funds.

Concentration Risk

The Funds will concentrate the investments made by them in equity and/or debt instruments of companies or assets in the renewable energy industry and the investments are not broadly diversified. The investments may be subject to a variety of risks, not all of which can be foreseen or quantified, including operating, economic, environmental, commercial, regulatory, political and financial risks, and may be more susceptible to risks resulting from changes imposed by regulatory initiatives than investments of a more broadly diversified fund. Furthermore, to the extent that the capital raised is less than the targeted amount, the Funds may invest in fewer investments and thus be less diversified.

Leverage Risk

The use of debt to leverage the investments may increase exposure to adverse general economic conditions, significant increase in interest rates or a deterioration in the condition/performance of the investments that means that the Funds are unable to service its debt repayments when due. Although the use of leverage may enhance returns on equity, leverage also increases the risk of loss since borrowings represent a prior claim on assets and require fixed payments, regardless of the profitability of particular investments encumbered by such borrowings. In the case of default under any borrowing, some or all of the assets of the borrower could be taken by lenders in payment of their claims. As a general matter, the presence of leverage can accelerate losses.

Availability and The ability of the Funds to make an investment or to refinance an investment Pricing of Debt may be dependent upon the availability and pricing of debt finance from thirdFinance party lenders. There can be no assurance that such debt finance will be available or available on terms that will enable the Funds to generate expected rates of return. Senior debt will typically be secured on the assets of a project or an investment and will contain covenants and other restrictions related to payment and default and which may give senior lenders preferred rights over those of the Funds. Currency Risk

The Funds are denominated in and the base currency of the Funds are either GBP or EUR. The revenues of some Investments may be denominated in other local currencies, such that the Fund may be exposed to currency rate movements. Whilst OEGEN may enter into hedging arrangements to mitigate this risk to some extent, it is not obliged to do so and there can be no assurance that such arrangements can or will be entered into or that they will be sufficient to cover such risk.

Valuation Risks

The Funds rely upon OEGEN on a quarterly basis for valuation of the investments and the determination of the Net Asset Value (“NAV”, calculated as the aggregate fair market value of the investments less the Funds’ indebtedness and other liabilities) which will be reviewed by OEGEN’s valuation committee in accordance with the Fund's Valuation Policy. The Investments in many cases will be difficult to value due to various factors, including the nature of infrastructure assets, the absence of readily ascertainable market values and comparables, and limited sources of useful valuation information. In addition, the valuation of an investment may not always be consistent with, and therefore may be higher than, the price at which the Investment could be sold on any particular valuation date. Such valuations will be subject to inherent uncertainty, and will be made under a number of assumptions which may not ultimately be realised. There can be no assurance that the valuations will in fact represent the actual value of the Investments or

the amounts that could at such time or may ultimately be realised with respect to the Investments. Counterparty Risk

There is a risk, particularly given the current economic instability that counterparties may default on their contractual obligations to the Funds or the investments. Any such counterparty default would likely have an adverse effect on the value of the Investments and on the returns to the investors.

Inflation

Depending on the inflation assumptions relating to anticipated cash flows from assets, returns from the Investment may vary from those projected as a result of changes in the rate of inflation. Unanticipated inflation in the cost of labour, resources and other inputs can also adversely affect the returns associated with the Investment. Movements in interest rates may also affect the appropriate discount rate to be used to value the Investment resulting in fluctuations in valuations. While inflation risk can generally be reduced through hedging, there is a risk of residual exposure. There is no certainty that any hedging techniques employed will successfully mitigate against the risk of inflation (or that hedging will be available on acceptable terms).

Renewable Energy Projects

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OEGEN’s institutional investor base includes a selection of blue-chip U.K. corporate pension schemes, U.K. and European discretionary fund managers and some of the largest Asian pensions and insurance companies. OEGEN manages an investment trust that is listed on the London Stock Exchange (“LSE”) and shares can be bought and sold on the LSE by institutional or retail investors. Certain products offered by OEGEN are only available to accredited, professional and institutional investors that satisfy qualified investor requirements. This information is available in the offering documents associated with these types of investments.

As outlined above, some of the Funds under management have performance fees. All performance fees are paid to the business and not directly to personnel, however our employees may receive variable compensation linked to the investment performance of our strategies and wider OEGEN performance. All Funds benefit from OEGEN’s asset management and investment teams but have separate “product heads” accountable for Fund performance with teams to support on Fund strategy, risk management, investor relations and Fund operations. The resource allocation per Fund is aligned to the Fund structure (e.g. open or closed-ended) and type of assets being managed. We generally consider performance-based fees to better align its interests with those of its investors. We recognise the existence of performance-based fees has the potential to create an incentive for OEGEN to favour accounts paying higher fees. OEGEN seeks to address the potential for conflicts of interest in these matters with its allocation policy and allocation committee and the investment committee to ensure investment opportunities are allocated to Funds in accordance with each Fund’s investment guidelines and Governing Documents, as well as other factors that do not include the amount of performance-based compensation received by OEGEN. Our conflicts of interest policy outlines how conflicts are managed.

OEGEN is a wholly owned subsidiary of Octopus Energy Generation Fund Management HoldCo Ltd, a company incorporated in the UK. We are part of Octopus Energy Group, a diversified energy group with numerous directly and indirectly owned domestic and foreign subsidiaries supplying energy to consumers and other products and services. As a result OEGEN has business relationships that present or appear to present a conflict of interest with clients. While OEGEN is part of a diversified energy group, our only business is portfolio management. Material relationships with related persons: OEGEN has business arrangements with related persons that may be considered material to its investment advisory business. For example, Funds may sell energy generation from their assets to a company in the Octopus Energy Group.

OEGEN has policies and procedures reasonable designed to prevent, limit or mitigate conflicts of interest that can arise with our relationships with related persons. Pooled investment vehicles: OEGEN is affiliated to the General Partners of the Funds. These are wholly owned subsidiaries of OEGEN. We do not generally receive duplicative advisory fees for investment advisory services provided to the Funds and the activities of the General Partners. Management persons: OEGEN may have common management and officers with related persons. Other considerations: We also share office facilities with our related persons and rely on them for certain corporate functions, including finance, information technology, human resources and general administrative support. Conflicts of interest: Arrangements between OEGEN and related persons can present or appear to present a conflict of interest with our clients. Policies and procedures have been adopted to appropriately manage such conflicts of interest. This include discussing the conflict with clients if we feel it is in their interest to proceed with a matter despite the conflict of interest.

Personal Trading OEGEN has implemented a Code of Ethics framework which is applicable to all supervised employees. The Code establishes the standard and procedures that need to be adhered to reflect our fiduciary obligations to clients: to place the interests of clients ahead of our personal interests, and to conduct personal transactions in a manner that does interferes with a client transaction. Employees are permitted to undertake personal transaction subject to the requirements set out in the Code. This includes pre-clearance of transactions in covered securities and disclosure of personal account transactions and holdings on a quarterly and yearly basis.

OEGEN has a duty to seek best execution when execute transactions for each Fund. OEGEN invests in real assets that do not require the engagement of a broker. However, from time to time we may use financial instruments for efficient portfolio management, to hedge currency or interest rate exposure of an asset or portfolio. Our execution arrangements vary depending on the type of security we are executing (e.g. exchange-traded vs. over-the-counter derivatives). In order to achieve the best possible result on a consistent basis, we will take into consideration a range of different factors to determine the manner in which an order will be executed, including: • Price • Size and nature of the asset/instrument • Likelihood of execution • Speed, meaning the time taken to execute an order • Likelihood of settlement, meaning likelihood of the completion of the transaction • Costs, such as fees, commissions • Any other factors relevant to the efficient execution of the transaction.

OEGEN does not currently have any solicitation arrangement with third parties. Should we enter into such an arrangement, the solicitation agreement will not result in additional fees or amounts charged to any client in addition to OEGEN’s advisory fees. Generally, these types of agreements provide for compensation equal to a specified percentage of the fees received by OEGEN. OEGEN employees do not receive incentive compensation for the promotion / solicitation of new clients.

We are required to disclose any regulatory or legal disciplinary events that are material to client’s or prospective client’s evaluation of our advisory business or the integrity of our management. Neither OEGEN nor our management persons have faced legal or disciplinary events by the SEC, or any foreign financial regulatory authority.

OEGEN conducts various weekly, monthly and quarterly reviews of the Fund’s portfolio. Such reviews are performed by the asset and portfolio management team and provided to the Fund’s investors on a quarterly basis. Valuations. Full internal valuations are performed quarterly by OEGEN’s in-house team, and for some of our Funds, monthly net asset values (“NAVs”) are updated and provided in between the full valuation dates. Full valuations are based upon the most recently available information and entail a review of all valuation model assumptions which are updated as required. The investment NAV is rolled forward and adjusted for any additional transactions (for example if a distribution or further investment has been made mid-quarter). The asset level valuations are approved by the Octopus AIF Management Valuations Committee, all members of which are independent of OEGEN. On a quarterly basis, the Fund administrator will determine the fair value of the investments held by the Fund, the NAV of the Fund, and where relevant the NAV per unit/share, the number of units/shares held by the relevant investor and the aggregate value of the relevant investor's units, based on such NAV per unit/share, in each in accordance with the Fund’s valuation policy as set out in detail in the Fund documents. Unless stated otherwise in the fund documents, every 12 months, a third-party valuator will review the valuation provided and offer an independent opinion on the value of the Fund's investments. Investor reports. A quarterly investor report will be provided usually within forty-five (45) business days of each valuation date. These are provided digitally through our customer portal, where investors can find the published reports and fund documents. Investor reports typically contain a manager statement, market outlook, fund metrics, valuations, asset information, operational performance, health and safety data, environmental and social governance (“ESG”) matters and information on offtake arrangements. In addition, the Fund administrator will provide investors with an unaudited report of the performance of Fund such quarter. An annual report is provided usually within 120 calendar days of the Fund's year end which includes a set of audited accounts and a report of the auditors in respect of the previous financial year. Annual reports usually focus on impact case studies to bring to life investments.

Custody rules differ in the US and UK. In the US, OEGEN is deemed to have custody of client assets when an affiliated General Partner maintains custody of client assets. For Separate Managed Accounts, clients are responsible for selecting a qualifying custodian at which their assets will be maintained. In the UK, Alternative Investment Funds (“AIFs”) are required to appoint a Depository who has responsibility for the safekeeping of client assets. In addition to Valuation reports provided by OEGEN, clients should receive at least quarterly statements from their appointed custodian that holds and maintains investment assets. Our statements may vary from custodial statement due do reporting dates or accounting procedures.

At the outset of an advisory relationship, OEGEN will receive discretionary authority from the client on a written agreement. Such discretion will be exercised in manner consistent with the stated investment objective, investment restrictions and guidelines for the particular Fund.

OEGEN has in place an engagement and stewardship policy. Due to the nature of the investments made on behalf of Funds, no proxies are generated. In many cases, OEGEN has direct control of the assets under management through 100% ownership enabling full control and decision making for those investments. In circumstances where the Fund does not hold a controlling interest in the relevant investee company, OEGEN will secure shareholder rights through contractual and other arrangements, to, inter alia, ensure that the renewable energy asset is operated and managed in a manner that is consistent with the Fund's investment and ESG Policy.

Registered investment advisers are required to provide certain financial information or disclosures about their financial condition. OEGEN has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to its clients and has not been the subject of a bankruptcy proceeding.

Additional Information Anti-money laundering. To help the government fight the funding of terrorism and money laundering activities, regulations require all financial institutions to obtain, verify and record information that identifies each person who opens an account. When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may ask to see your driver’s license or other identifying documents. A corporation, partnership, trust, or other legal entity may need to provide other information such as its principal place of business, local office, employer identification number, certified articles of incorporation, government-issued business license, a partnership agreement, or a trust agreement. We may be required to disclose this information pursuant to applicable laws,

rules, or regulations, but it will otherwise be retained in confidence according to our privacy policy. Privacy policy. OEGEN’s Privacy Policy is available upon request and on our website.