HydrogenOne Capital Growth : Shareholder Circular

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own financial advice immediately from an independent financial adviser who is authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.

If you have sold or otherwise transferred all of your Ordinary Shares please pass this document together with the Form of Proxy to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the Ordinary Shares. However, those documents should not be forwarded to or sent into the United States, Canada, Australia, the Republic of South Africa or Japan. Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation or may otherwise intend to forward this document to any jurisdiction outside the UK should seek appropriate advice before taking any action.

This document is not an offer of securities, or the solicitation of an offer to acquire securities, in any jurisdiction nor does it constitute a prospectus or equivalent document. This document is provided solely for the information of shareholders in connection with the General Meeting and not for any other purpose.

HydrogenOne Capital Growth plc

(Incorporated in England and Wales with registered number 13340859 and registered as

an investment company under section 833 of the Companies Act 2006)

NOTICE OF GENERAL MEETING

Recommended proposals for the issue of Ordinary Shares and/or

C Shares pursuant to a

Share Issuance Programme

This document should be read in conjunction with the Form of Proxy and the Notice of General Meeting set out at the end of this document. Your attention is drawn to the letter from the Chair of the Company set out at Part 2 of this document containing a recommendation from the Board that you should vote in favour of the Resolutions to be proposed at the General Meeting.

Notice of the General Meeting to be held at the offices of Gowling WLG (UK) LLP at 4 More London Riverside, London SE1 2AU at 11.00 a.m. on 19 October 2022 is set out at Part 4 of this document. The accompanying Form of Proxy for use at the General Meeting should be completed in accordance with the instructions printed thereon and returned to the Company's registrar, Computershare Investor Services PLC, by post to Computershare, Corporate Actions Projects, Bristol, BS99 6AH or by hand to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE as soon as possible but by no later than 11.00 a.m. on 17 October 2022. Alternatively where shareholders are CREST members, they can submit a CREST Proxy Instruction. Further details are given in the 'Notes' to the Notice of General Meeting. Unless the Form of Proxy or CREST Proxy Instruction is received by 11.00 a.m. on 17 October 2022, it will be invalid.

The distribution of this document, together with accompanying documents, into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession such documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.

This document is not a prospectus and is not an offer to sell or a solicitation of any offer to buy any securities in the United States or in any other jurisdiction. The Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States. The Shares to be issued by the Company may not be offered, or sold, exercised, resold, transferred or delivered, directly in or into the United States unless registered under the US Securities Act or offered in a transaction exempt from or not subject to the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the Shares in the United States. The Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended.

		CONTENTS
		Page
PART 1	EXPECTED TIMETABLE ....................................................................................................	3
PART 2	LETTER FROM THE CHAIR..............................................................................................	4
PART 3	DEFINITIONS ....................................................................................................................	9
PART 4	NOTICE OF GENERAL MEETING	.................................................................................... 12

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PART 1

EXPECTED TIMETABLE

Date of this document	26 September 2022
Latest time and date for receipt of Forms of Proxy	11.00 a.m. on 17 October 2022
General Meeting	11.00 a.m. on 19 October 2022

The times and dates set out in the expected timetable above and mentioned throughout this document may, in certain circumstances, be adjusted by the Company, in which event details of the new times and dates will be notified by means of an announcement through a Regulatory Information Service.

References to time in this document are to London time.

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PART 2

LETTER FROM THE CHAIR

HYDROGENONE CAPITAL GROWTH PLC

(Incorporated in England and Wales with registered number 13340859 and registered as

an investment company under section 833 of the Companies Act 2006)

Directors:	Registered Office:
Simon Hogan (Chair)	6th Floor
David Bucknall	125 London Wall
Abigail Rotheroe	London
Afkenel Schipstra	EC2Y 5AS
	26 September 2022

To Shareholders

Dear Sir or Madam

Notice of General Meeting

Recommended proposals for the issue of Ordinary Shares and/or C Shares pursuant to a

Share Issuance Programme

1 INTRODUCTION

The Company has today announced the implementation of a Share Issuance Programme in order to provide the Company with the ability to issue Shares over a period of time. The Share Issuance Programme is intended to satisfy market demand for Shares and to raise money to increase the size of the Company and invest in accordance with the Company's investment objective and investment policy. The proposals comprise the ability to issue up to 500 million Ordinary Shares and/or C Shares in aggregate on a non-pre-emptive basis pursuant to a share issuance programme (the "Share Issuance Programme") that will extend for up to approximately 12 months from the date of issue of the Prospectus (further details are set out below) (the "Proposals").

The purpose of this Circular is to give Shareholders details of the General Meeting being convened at which the Resolutions will be proposed as well as the background to, and the benefits of, the Proposals and the reasons why the Board is recommending that you vote in favour of the Resolutions at the General Meeting.

2 BACKGROUND TO, REASONS FOR AND THE BENEFITS OF THE SHARE ISSUANCE PROGRAMME

As at 22 September 2022 (the latest practicable date prior to the publication of this Circular), the Company's portfolio comprises (i) nine Private Hydrogen Assets with an aggregate investment value of £101.4 million; (ii) £3.8 million of Listed Hydrogen Assets; and (iii) £20.5 million in cash held in the Liquidity Reserve.1

The Investment Adviser has identified 67 Hydrogen Assets comprising the Pipeline which includes a potential investment value for the Company in excess of £500 million including 33 Private Hydrogen Assets, comprising:

• 19 Private Hydrogen Assets, being hydrogen operational companies in supply chains and

developer businesses, with an aggregate market value of c.£1.2 billion and potential

1 Estimated unaudited NAV as at 22 September 2022.

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investment value for the Company in excess of £200 million. The majority of these are under non-disclosure agreements and in some cases the Company has exclusivity; and

• 14 Private Hydrogen Assets, being hydrogen supply projects, twelve of which under exclusivity to the Company, with an estimated aggregate value of c.£2.8 billion and potential investment value for the Company in excess of £300 million.

In addition, the Investment Adviser has identified an Investible Universe of 34 Listed Hydrogen Assets, all of which are comprised in the Pipeline, with an aggregate market value of £24 billion.

In a number of cases, the Investment Adviser has begun detailed due diligence, has non-disclosure agreements and exclusivity agreements in place and/or has made indicative non-binding offers of investment.

The Directors intend to use the net proceeds of any Issue to purchase investments which are consistent with the Company's investment objective and investment policy.

The potential investments comprised in the Pipeline include transactions at various stages of consideration. The number and value of potential investments comprised in the Pipeline fluctuates and the Hydrogen Assets and potential investments in Hydrogen Assets under consideration during the Share Issuance Programme may be different than that under consideration at the date of this Circular. There is no certainty that any of the potential investments in the Pipeline as at the date of this Circular will be completed or will be invested in by the Group.

Share Issuance Programme

On 12 April 2022, the Company issued 21,469,999 Ordinary Shares at 100 pence per Ordinary Share pursuant to a placing. This placing of Ordinary Shares represented 20 per cent. of the Company's issued share capital.

The Directors are cognisant of the need to comply with the requisite provisions of the Prospectus Regulation when issuing Shares and, more particularly, the rolling requirement that the Company should not issue more than 20 per cent. of its share capital during any preceding twelve-month period without having published a prospectus.

The Investment Adviser continuously assesses market conditions and investment opportunities and, accordingly, the Prospectus is being published in order to 'reset' the Company's 20 per cent. capacity to issue further Shares by way of the Share Issuance Programme afforded under the Prospectus Regulation and allow the Company to undertake fundraisings by way of the Share Issuance Programme in an expeditious and straightforward manner to take advantage of investments as they arise.

Therefore, in order to take advantage of the opportunities set out above, the Board is implementing a Share Issuance Programme under the terms of which the Company would have the ability to issue, in aggregate, up to 500 million Shares on a non-pre-emptive basis.

Each allotment and issue of Shares pursuant to an issue of Shares under the Share Issuance Programme is conditional upon, inter alia, the passing of Resolutions 1 and 2 at the General Meeting (if more than 10,735,000 Ordinary Shares are to be issued pursuant to the Share Issuance Programme), notice of which is set out at the end of this document. The Share Issuance Programme opened on 26 September 2022 and will close on 25 September 2023 (or any earlier date on which it is fully subscribed, or otherwise at the discretion of the Directors).

Each Issue may comprise a placing, an open offer, an offer for subscription and/or an intermediaries offer.

The Share Issuance Programme is flexible and may have a number of closing dates in order to provide the Company with the ability to issue Shares over a period of time. The Share Issuance Programme is intended to satisfy market demand for Shares and to raise money to increase the size of the Company and invest in accordance with the Company's investment policy.

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