Gresham House Sustainable Timber & Energy LP

GRESHAM HOUSE SUSTAINABLE TIMBER AND ENERGY LP (STELP)

Memorandum to Limited Partners

Proposals for Fund Amalgamation

30 June 2026

Before making any decision in relation to the Fund amalgamation, Limited Partners should read and consider the following document in full:

Memorandum to Limited Partners 

Gresham House Asset Management (GHAM), the Manager, is recommending the amalgamation of three Gresham House forestry Funds (Forest Fund I LP (FFI), STELP, and Timberland LP (TLP) – together the Funds) by way of a series of steps concluding with the amalgamation of the STELP and TLP assets into FFI (the amalgamated Fund).

In summary:

  1. To implement this process, the Manager is proposing to offer Limited Partners in STELP and TLP the opportunity to transfer their holdings into FFI and for the corresponding value of assets from those Funds to then be transferred into FFI. These transfers will be non-dilutive for all Limited Partners.
  2. The Manager is proposing that FFI as the amalgamated Fund will commence a new 10-year initial term, with continuation votes for five-year extensions at years 10, 15, and 20, thereby resetting the duration for a long-term horizon (with a final termination date in November 2051).
  3. The Manager is proposing that the recurring and non-recurring Gresham House annual management fees in the amalgamated Fund would be less than the current weighted average fee across the three Funds (a reduction from 0.62% to 0.60%). The Manager is also proposing to reduce certain transactional fees, which will further benefit Limited Partners.
  4. As part of the amalgamation process, the Manager is proposing to offer Limited Partners the opportunity to either add to their holding in the amalgamated Fund or request a disposal of part or all of their holding. The Manager will seek to arrange additional liquidity for any request which exceeds inbound funds available from existing Limited Partners from the sale of assets up to 10% of Fund Net Asset Value (NAV) and, if necessary, from a new large-scale institutional Limited Partner.

GHAM, as Manager of the LP, recommends voting in favour of the Fund amalgamation.

Please see the following documents:

A Meeting of Limited Partners is called for 10am Wednesday 29 July 2026 at Shoosmiths, 1 Bow Churchyard, London, EC4M 9DQ to vote on the Resolution. This will be held in person, with the option of joining online. Notice of the Meeting and the Resolution to be voted on can be found below, together with a Proxy Form.

Limited Partners are able to vote at the meeting or appoint proxies by post or digitally using the online platform. Under the terms of the LPA, the approval of Limited Partners representing 75% by value of the Capital Contributions of the Limited Partners voting on the Resolution, in person or by proxy, is required to pass the Resolution. Separate votes are also being held in TLP and FFI.

Additionally, General Partner consent is required for the passing of the Resolution. Gresham House Forest Funds General Partner Limited, as the General Partner of the LP, has provided its written consent to the passing of the Resolution.

Resolution: That the Fund amalgamation will be implemented and the Partnership will adopt the Proposed Amended and Restated Limited Partnership Agreement as circulated on 30 June 2026.

Request for liquidity (purchase): If Yes to the Resolution, would you like to add to your holding using the process described in Section 3 of the Memorandum to Limited Partners (if so, you will be asked to specify the £ amount, which is subject to deduction of any applicable fees, as set out in the Memorandum).

Request for liquidity (sale): If Yes to the Resolution, would you like to request liquidity using the process described in Section 3 of the Memorandum to Limited Partners (if so, you will be asked to specify the £ amount, which is subject to deduction of any applicable fees, as set out in the Memorandum).

PRINTABLE PROXY FORM

ONLINE PROXY FORM

NOTICE OF EGM

The Proxy Form must be signed and returned by close of business on 22 July 2026, by either

  1. being attached to an email and forwarded to admin@greshamhouse.com
  2. by post to Gresham House Asset Management, 1 Des Roches Square, Witney, OX28 4BE
  3. via the online Form

If you plan to attend the Meeting on 29 July in person, please contact Gresham House Asset Management on either 01451 844655 or admin@greshamhouse.com

If you would like to attend the Meeting virtually, please register here: Gresham House Sustainable Timber and Energy LP – EGM Registration 

The Manager is hosting a webinar at 10am on Wednesday 8 July 2026, to discuss the amalgamation proposals. You can register here: Webinar Registration – Zoom