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SECURITIES (THE “SECURITIES”) OF SDCL ENERGY EFFICIENCY INCOME TRUST PLC (THE
“COMPANY”) IN THE UNITED STATES, INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY,
THE “UNITED STATES”), OR TO ANY “U.S. PERSONS” AS DEFINED IN REGULATION S (“US
PERSONS”) UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
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The information contained herein and on the pages that follow does not constitute or form a part of
any offer to sell or issue, or the solicitation of any offer to purchase, subscribe for or otherwise acquire,
any securities in the United States or in any jurisdiction in which, or to any person to whom, such an
offer or solicitation would be unlawful. The Company has not been and will not be registered under
the US Investment Company Act of 1940, as amended (the “Investment Company Act”), and as
such holders of the Securities are not and will not be entitled to the benefits of the Investment
Company Act. The Securities have not been and will not be registered under the Securities Act, or
with any securities regulatory authority of any state or other jurisdiction of the United States, and may
not be offered, sold, resold, pledged, delivered, assigned or otherwise transferred, directly or
indirectly, into or within the United States or to, or for the account or benefit of, any US Persons,
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements
of the Securities Act and in compliance with any applicable securities laws of any state or other
jurisdiction of the United States and in a manner which would not result in the Company being required
to register under the Investment Company Act. There has been and will be no public offer of the
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The offer and sale of the Securities have not been and will not be registered under the applicable
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The information contained herein and on the pages that follow may contain forward-looking
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Actual results may differ materially from those expressed or implied by any forward-looking statement.
The Company does not undertake any obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, or otherwise. You should not place undue
reliance on any forward-looking statement, which speaks only as of the date of its issuance.
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The Company may change these terms and conditions from time to time and any such changes will
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