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NOTICE OF THE 20172019 ANNUAL MEETING OF SHAREHOLDERS

To Be Held On

June 9, 20177, 2019

AquaVenture Holdings Limited Shareholders:

Notice is hereby given that the 20172019 Annual Meeting of Shareholders (the “Annual Meeting”) of AquaVenture Holdings Limited ("AVH") will be held on Friday, June  9, 2017,7, 2019, at 9:8:00 a.m., Atlantic Daylight Time,local time, at The Fairmont Southampton, 101 South Shore Road, Southampton, SN 02 Bermuda.Marriott Downtown at CF Toronto Eaton Centre, 525 Bay Street Toronto, Ontario M5G 2L2.

Only AVH shareholders of record at the close of business on April 18, 2017,2019, may vote at this meeting or at any adjournments that may take place. At the meeting, shareholders will consider and act upon the following items:

1.

PROPOSAL 11:    Election of threetwo Class IIII directors for a three-year term;

terms;

2.

PROPOSAL 22:    Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2017;2019; and



3.

Attend to any other business properly presented at the meeting.

Our Board of Directors recommends that you vote in favor of the director nominees and in favor of the ratification of the appointment of KPMG LLP.

The proxy statement, proxy card and our 20162018 Annual Report to Shareholders (the “2018 Annual Report”) are being mailed to our shareholders on or about April 28, 2017.26, 2019. Whether or not you plan to attend the annual meeting, we encourage you to vote your shares. Please submit your proxy in any one of the following ways: (1) using the toll-free telephone number shown on the enclosed proxy card; (2) using the Internet website shown on the enclosed proxy cardcard; or (3) completing, signing and dating the enclosed proxy card and returning it promptly in the enclosed postage-paid envelope.

YOUR VOTE IS IMPORANT
IMPORTANT

Based on current New York Stock Exchange rules your broker willNOT be able to vote your ordinary shares with respect to the election of directors (Proposal No. 1) if you have not provided instructions to your broker. We strongly encourage you to provide instructions to your broker to vote your ordinary shares and exercise your rights as a shareholder.

If you are a shareholder of record as of April 18, 2017,2019, you will be admitted to the meeting upon presenting a form of photo identification. If you own ordinary shares beneficially through a bank, broker or otherwise, you will be admitted to the meeting upon presenting a form of photo identification and proof of share ownership or a valid proxy signed by the record holder. A recent brokerage statement or a letter from a bank or broker are examples of proof of share ownership for this purpose.

Regardless of whether or not you plan to attend the Annual Meeting, please follow the instructions you received to authorize a proxy to vote your ordinary shares as soon as possible to ensure that your ordinary shares are represented at the Annual Meeting. Any shareholder that decides to attend the Annual Meeting in person may, if so desired, revoke the prior proxy by voting their ordinary shares at the Annual Meeting.

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If you need further assistance, please contact AVH Investor Relations at (855) 278-9227.278‑9227. Thank you for your continuing support.

By Order of the Board of Directors,

Lee S. Muller

Assistant Secretary and Chief Financial Officer and Assistant Secretary

Tortola, British Virgin Islands

April 28, 201726, 2019

        For 28 years prior to his retirement in 2009, Mr. Reilly served as a senior audit partner at KPMG LLP. Since July 2010, Mr. Reilly has served on the board of directors and as chair of the audit committee of Aspen Aerogels, Inc. (NYSE: ASPN), a leader in the energy insulation market. Mr. Reilly also serves as a member of the board of trustees and as chair of the audit committee of Perkins School for the Blind and as a member of the finance and audit committee for the Clergy Health and Retirement Trust Funds of the Archdiocese of Boston. From November 2012 to December 2013, Mr. Reilly served as a consultant to a Fortune 500 company related to finance, controls and governance issues at its subsidiary in India. Mr. Reilly holds a B.S. in Business Administration from Northeastern University and is a Certified Public Accountant. We believe Mr. Reilly is qualified to serve on our Board because of his experience in business, accounting and finance.

CORPORATE GOVERNANCE Director Not Standing For Re-Election

        Mr. Bevan is a cofounder and managing director at Element Partners, where he has served since 2005 and where his primary areas of investment focus include water purification, wastewater remediation, advanced materials, flow controls, advanced manufacturing, sensing technologies and instrumentation and emissions control and abatement. Mr. Bevan currently serves as a member of the board of directors of numerous private companies. Mr. Bevan holds a B.A. in English from Denison University and an M.B.A. from the Wharton School of the University of Pennsylvania. We believe Mr. Bevan is qualified to serve on our Board because of his experience as a seasoned investor.

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Corporate Governance
CORPORATE GOVERNANCE

Corporate Governance

Our Board believes that sound corporate governance is fundamental to the overall success of AVH and believes that it has adopted corporate governance practices that are aligned with the interests of our shareholders, our corporate business strategy and the opinions expressed by recognized corporate governance authorities. It is our policy to have our Board regularly review our corporate governance practices for compliance with applicable rules, listing standards and regulations, as well as best practices suggested by recognized corporate governance authorities, and modifieswe modify our practices as warranted.

Corporate Governance Guidelines

Our Amended and Restated Corporate Governance Guidelines, which were adopted by our Board, along with the charters for theour standing committees of theour Board and our Code of Business Conduct and Ethics, serve to guide the operation and direction of the Board and its committees. These documents are published under "Corporate Governance" in the Investor Relations section of our website at www.aquaventure.com.http://investors.aquaventure.com/corporate-governance/governance-documents.

The Board of Directors

The Board'sBoard’s primary functions are to:

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Oversee management performance on behalf of our shareholders;



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Advocate on behalf of the long-term interests of our shareholders;



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Monitor adherence to AVH's established procedures, standards and policies;



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Be actively involved in the oversight of risk that could affect AVH;



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Promote the exercise of sound corporate governance; and



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Carry out other duties and responsibilities as may be required by applicable state, federal and foreign laws, as well as the NYSE Rules.

Board Meetings Board Meetings

During 2016,2018, the Board and its standing committees met eightan aggregate of 22 times and took action by written consent fiveeight times. In 2016,2018, all of the directors, except Mr. Lovell, attended at least 75% of the meetings of the Board and the standing committees of which they were members, either in person or by phone. Mr. Lovell attended, either in person or by phone, 61% of meetings for the Board and standing committees of which he was a member. 

Director Independence Director Independence

Our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his background, employment and affiliations, our Board has determined that Ms. Coy and Messrs. Evans, Hanrahan, Lincoln, Lovell, Meduña, O'Neill and Reilly are “independent” and as such, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is "independent" as that term is defined under the applicable rules and regulations of the SEC and the listing standards of the New York Stock Exchange.NYSE. Furthermore, the Board has determined that each member of each of the committees of our Board is independent within the meaning of the NYSE’s, the SEC’s, and our applicable committees’ independence standards, including Rule 10a-3(b)(1) under the Exchange Act. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our company and all other facts and

circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our shares by each non-employee director, and the transactions involving them described in the section titled "Certain Relationships and Related Party Transactions."

TableAt least annually, our Board evaluates all relationships between our company and each director in light of Contentsrelevant facts and circumstances for the purposes of determining whether a material relationship exists that might signal a potential conflict of interest or otherwise interfere with such director’s ability to satisfy his or her responsibilities as an independent director. Based on this evaluation, the Board will make an annual determination of whether each director is independent within the meaning of the NYSE’s, the SEC’s and our applicable committees’ independence standards.

Board Leadership Structure

Mr. Brown, serveswho served as our chief executive officer andChief Executive Officer until December 31, 2018, serves as chairman of the Board. The Board believes that having our chief executive officerMr. Brown as chairman of the Board facilitates the Board's decision makingBoard’s decision-making process because Mr. Brown has first-hand knowledge of our operations and the major issues facing us.we face. This also enables Mr. Brown to act as the keya link between the Board and other members of management. Mr. Ibarguen, who is currently our Chief Executive Officer, is also a director.

To assureensure effective independent oversight, the Board may appoint a lead independent director, who would serve as chairman of the executive sessions of the independent directors and assist the Board in assuring effective corporate governance. Executive sessions of the independent directors are held following each regularly scheduled, in person meeting of the Board. Currently, one or more of the independent directors presides over each such executive session. There is no formal process or rotation system used to select the presiding director of each executive session and, to date, that responsibility has been shared among several of our independent directors. The Board may in the future appoint a single lead independent director who would serve as chairman of the executive sessions of the independent directors.

Board of Directors Role in Risk Oversight

One of the key functions of our Board is informed oversight of our risk management process. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through the board of directors as a whole, as well as through its standing committees that address risks inherent inwithin their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure. Our Audit Committee is responsible for reviewing and discussing our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies with respect to risk assessment and risk management. Our Audit Committee is also responsible for monitoring compliance with legal and regulatory requirements, in addition to oversight of the performance of our external audit function. Our Nominating and Corporate Governance Committee is responsible for monitoring the effectiveness of our corporate governance guidelines. Our Compensation Committee is responsible for reviewing and discussing the risks arising from our compensation philosophy and practices applicable to all employees that are reasonably likely to have a material adverse effect on us.our company.

Code of Business Conduct and Ethics

Our Board has adopted a codeCode of business conductBusiness Conduct and ethicsEthics that applies to all of our employees, officers and directors, including our chief executive officer,Chief Executive Officer, and other executive and senior financial officers. A copy of the code is posted on the Corporate Governance section of our website, which is located at http://investors.aquaventure.com/corporate governance.corporate-governance/governance-documents. If we make any substantive amendments to, or grant any waivers from, the codeCode of business conductBusiness Conduct and ethicsEthics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.8‑K.

Insider Trading, Anti-Pledging, Anti-Hedging

In connection with our initial public offering, we adopted our Statement of Company Policy on Insider Trading and Disclosure and our Special Trading Procedures for Insiders, which together constitute our company'scompany’s insider trading

policy. This policy governs the trading in our securities by directors, officers and employees, their family members, other members of their household, entities controlled by a person covered by the policy, and designated outsiders who have or may have access to our material nonpublic information (collectively referred to as "Insiders"). In addition to other prohibited activities, the policy states that (i) no employee, including Insiders, may trade in AVH securities while in the possession of material nonpublic information concerning our company; (ii) no Insider may trade in AVH securities during designated black-out periods; (iii) certain Insiders are required to obtain pre-approval to trade in AVH securities; (iv) no Insider may use any AVH securities as collateral in a margin account or, without pre-approval by our Audit Committee, pledge any of our securities as collateral for a loan (or modify an existing pledge); (v) no Insider may buy or sell puts, calls, other derivative securities or any derivative securities that provide the economic equivalent of ownership of any of our securities or an opportunity, direct or indirect, to profit from any change in

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the value of our securities or engage in any other hedging transaction with respect to our securities; and (vi) no Insider may at any time sell any of our securities that are not owned by such Insider at the time of the sale. Gifts are by Insiders are subject to the same restrictions as all other securities trades.

Communications to Directors

Shareholders and other interested parties may address written communications to individual directors, including directors, or to the Board as a whole, by writing to the Secretary at AVH'sAVH’s executive offices c/o Conyers Corporate Services (BVI) Limited, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110, with a copy to Seven Seas Water Corporation, 14400 Carlson Circle, Tampa, Florida 33626. All communications from shareholders must include the name and address of the shareholder as it appears on the record books of AVH and the name and address of the beneficial owner, if any, on whose behalf the communication is submitted. The Secretary will compile such communications and forward them to the directors on a periodic basis. However, the Secretary has authority to disregard any communication that is primarily an advertisement or solicitation or is threatening, obscene, or similarly inappropriate in nature. Communications that have been disregarded for these reasons may be reviewed by any director upon request.

Director Attendance at Annual Meetings

We encourage all directors to attend the Annual Meeting. All of our directors attended, either in person or by phone, the 2018 Annual Meeting of Shareholders.

Majority Voting for Directors

Our directors are elected by a majority vote.

To be elected, the votes "for" a director must exceed 50% of the votes actually cast with respect to the director'sdirector’s election. Votes actually cast exclude votes where banks, brokers or others who hold shares in street name for a client return a proxy but provide no instructions as to how shares should be voted on a particular matter (also known as broker non-votes) and exclude abstentions with respect to that director'sdirector’s election. Therefore, abstentions and any broker non-votes will have no effect on the election of directors. If an incumbent director is not re-elected, such director'sdirector’s term ends at the Annual Meeting, and the Board, in its sole discretion, may, pursuant to our amended and restated memorandum and articles of association, fill any resulting vacancy or may decrease the size of the Board.

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COMMITTEES OF THE BOARD OF DIRECTORS

Our Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The composition and responsibilities of each of the committees of our Board are described below. Members will serve on these committees until their resignation or until as otherwise determined by our Board.

Audit Committee Audit Committee

Our Audit Committee is a standing committee of the Board and consists of Messrs. Lovell, Meduña and Reilly and Ms. Coy, with Mr. Reilly serving as chairman. The composition of our Audit Committee meets the requirements for independence under current New York Stock ExchangeNYSE listing standards and SEC rules and regulations. Each member of our Audit Committee meets the financial literacy requirements of the New York Stock ExchangeNYSE listing standards. In addition, our Board has determined that Mr. Reilly is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the United States Securities Act of 1933, as amended, or the Securities Act. Our Audit Committee will, among other things:

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select a qualified firm to serve as the independent registered public accounting firm to audit our financial statements;



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help to ensure the independence and performance of the independent registered public accounting firm;



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discuss the scope and results of the audit with the independent registered public accounting firm, and review, with management and the independent registered public accounting firm, our interim and year end operating results;



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develop procedures for employees to submit concerns anonymously about questionable accounting or audit matters;



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review our policies on risk assessment and risk management;



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review related party transactions;



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obtain and review a report by the independent registered public accounting firm at least annually, that describes our internal control procedures, any material issues with such procedures and any steps taken to deal with such issues; and



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approve (or, as permitted, pre-approve) all audit and all permissible non-audit services to be performed by the independent registered public accounting firm.

The Audit Committee is responsible for appointing the independent auditor, approving engagement fees and engagements, and reviewing the independence and quality of the independent auditor. The Audit Committee is also responsible for reviewing audit plans, audit reports, and recommendations of the independent auditor and once established, anythe internal audit function. The Audit Committee reviews systems of internal accounting controls and audit results. The Audit Committee also reviews and discusses with management AVH'sthe Company’s financial statements, earnings releases and earnings guidance. In addition, the Audit Committee reviews AVH'Sthe Company’s compliance with regulatory requirements and the AVHour Code of Business Conduct and Ethics.

The Audit Committee met sevenfive times during the fiscal year ended December 31, 2016.2018. Our Audit Committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of the New York Stock Exchange.NYSE. A complete copy of the Audit Committee Charter is available on the Corporate Governance page at www.aquaventure.com.http://investors.aquaventure.com/corporate-governance/governance-documents.

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Our Compensation Committee
is a standing committee of the Board and consists of Messrs. Evans, Hanrahan, Lincoln and Lovell, with Mr. Hanrahan serving as chairman. The composition of our Compensation Committee meets the requirements for independence under NYSE listing standards and SEC rules and regulations. Each member of the Compensation Committee is also a non-employee director (as defined pursuant to Rule 16b‑3 promulgated under the Exchange Act) and an outside director (as defined pursuant to Section 162(m) of the United States Internal Revenue Code of 1986, (the “Code”)). The purpose of our Compensation Committee is to discharge the responsibilities of our Board relating to compensation of our executive officers. Our Compensation Committee, among other things:

The Compensation Committee establishes executive compensation policies and reviews and approves senior executive compensation. The Chief Executive Officer recommends to the Compensation Committee the form and level of compensation for each named executive officer other than himself. The Compensation Committee reviews and approves corporate goals and objectives relevant to the Chief Executive Officer'sOfficer’s compensation, evaluates the Chief Executive Officer'sOfficer’s performance against those objectives, and makes recommendations to the Board regarding the Chief Executive Officer'sOfficer’s compensation. The Compensation Committee does not delegate authority to perform any of the foregoing functions with respect to the compensation of any named executive officer. In addition, the Compensation Committee reviews director compensation periodically and makes recommendations regarding director compensation to the Board for approval.

        Our Compensation Committee is a standing committee of the Board and consists of Messrs. Evans, Hanrahan and Lovell, with Mr. Hanrahan serving as chairman. The composition of our Compensation Committee meets the requirements for independence under New York Stock Exchange listing standards and SEC rules and regulations. Each member ofDuring 2018, the Compensation Committee is also a non-employee director (as defined pursuant to Rule 16b-3 promulgated under the Exchange Act)met five times and an outside director (as defined pursuant to Section 162(m) of the United States Internal Revenue Code of 1986, or the Code). The purpose of our Compensation Committee is to discharge the responsibilities of our Board relating to compensation of our executive officers. Our Compensation Committee, among other things:

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reviews, approves and determines, or makes recommendations to our Board regarding the compensation of our executive officers;



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administers our share and equity incentive plans;



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reviews, approves and makes recommendations to our Board regarding incentive compensation and equity plans; and



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establishes and reviews general policies relating to compensation and benefits of our employees.

        The Compensation Committee met eight times during the fiscal year ended December 31, 2016.acted by written consent two times. Our Compensation Committee operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of the New York Stock Exchange.NYSE. A complete copy of the Compensation Committee Charter is available on the Corporate Governance page at www.aquaventure.com.http://investors.aquaventure.com/corporate-governance/governance-documents.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee. None of the members of our Compensation Committee is an officer or employee of our company,Company, and none of the members of our Compensation Committee has ever been an officer or employee of our company.Company.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee is a standing committee of the Board and consists of Messrs. Lincoln, Meduña and O'Neill,Evans, with Mr. O'NeillLincoln serving as chairman. The composition of our Nominating and Corporate Governance Committee meets the requirements for independence under New York Stock ExchangeNYSE listing standards and SEC rules and regulations. Our Nominating and Corporate Governance Committee, will, among other things:

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identify, evaluate and select, or make recommendations to our Board regarding, nominees for election to our Board and its committees;

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evaluateDuring 2018, the performance of our Board and of individual directors;



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consider and make recommendations to our board of directors regarding the composition of our Board and its committees;



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review developments in corporate governance practices;



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evaluate the adequacy of our corporate governance practices and reporting; and



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develop and make recommendations to our Board regarding corporate governance guidelines and matters.

        The Nominating and Corporate Governance Committee did not meet during the fiscal year ended December 31, 2016.met four times. The Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable listing requirements and rules of the New York Stock Exchange.NYSE. A complete copy of the Nominating and Corporate Governance Committee Charter is available on the Corporate Governance page at www.aquaventure.com.http://investors.aquaventure.com/corporate-governance/governance-documents.

Identifying and Evaluating Director Nominees

The Board has delegated the director selection and nomination process to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board, and of management, will be requested to take part in the process as appropriate.

Generally, the Nominating and Corporate Governance Committee is responsible for identifying candidates for director nominees in consultation with management, through the use of search firms or other advisors, through the recommendations submitted by shareholders or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates. Once candidates have been identified, it is our policy that the Nominating and Corporate Governance Committee confirm that the candidates meet all of the minimum qualifications for director nominees established by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks or any other means that the Nominating and Corporate Governance Committee deems to be appropriate in the evaluation process. The Nominating and Corporate Governance Committee would then meet as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the Board. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee would recommend candidates for the Board'sBoard’s approval as director nominees for election to the Board.

Director Nominee Minimum Qualifications

In evaluating proposed director candidates, the Nominating and Corporate Governance Committee may consider all facts and circumstances that it deems appropriate or advisable, including, among other things, the skills of the proposed director candidate, his or her depth and breadth of professional experience or other background characteristics, his or her independence, the current size and composition of our Board and the needs of our Board and its respective committees. The Nominating and Corporate Governance Committee actively seeks highly qualified men and women from diverse

racial and ethnic groups to include in the pool from which new candidates are selected so that a diverse set of experiences and perspectives is represented on the Board.

At a minimum, the nominee must have the highest personal and professional integrity, have demonstrated exceptional ability and judgment, and be most effective, in conjunction with the other nominees to the Board, in collectively serving the long-term interests of our shareholders. In addition, our Nominating and Corporate Governance Committee shall recommend that the Board select persons for nomination to help ensure that a majority our Board is "independent" under New York Stock ExchangeNYSE Rules and that the members of the committees of our Board are "independent." Some of the additional qualifications that our Nominating and Corporate Governance Committee may consider include diversity of experience, expertise, business acumen, understanding of our business and industry,

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potential conflicts of interest and other commitments. Our Nominating and Corporate Governance Committee may also consider whether director nominees have proven achievement and competence in their field and the ability to provide guidance to our management team and make significant contributions to our success, and an understanding of the fiduciary responsibilities that are required of a director. Our Nominating and Corporate Governance Committee also considers whether our director candidates have sufficient time available to perform all board of director and committee responsibilities. Members of our Board are expected to prepare for, attend and participate in all board of director and applicable committee meetings.

Our Policy Governing Director Qualifications and Nominations provides that, in addition to any other standards our Nominating and Corporate Governance Committee may deem appropriate from time to time for the overall structure and composition of the Board, the committee may consider whether the nominee, if elected, assists in achieving a mix of Board members that represents a diversity of background and experiences.

Shareholder Recommendations

Shareholders may submit recommendations for director candidates to the Nominating and Corporate Governance Committee by sending the individual'sindividual’s name and qualifications to Conyers Corporate Services (BVI) Limited, Secretary, AquaVenture Holdings Limited, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110, with a copy to Lee S. Muller, Assistant Secretary, Seven Seas Water Corporation, 14400 Carlson Circle, Tampa, Florida 33626, who will forward all recommendations to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will evaluate any candidates recommended by shareholders against the same criteria and pursuant to the same policies and procedures applicable to the evaluation of candidates proposed by directors or management.

Non-Employee Director Compensation

Our Board has adopted a director compensation structure for directors who are not our employees and not affiliated with our institutional investors that is designed to provide a total compensation package that enables us to attract and retain, on a long-term basis, high caliber directors and to align the directors'directors’ interests with the long-term interests of our shareholders. Our policy has been and will continue to be to reimburse our directors for their travel, lodging and other reasonable expenses incurred in attending meetings of our Board and committees of the Board.

        CommencingIn connection with the completion of our initial public offering in October 2016, annual cashour Board adopted a compensation paid quarterlypolicy for our directors who are not ourneither employees and notnor affiliated with our institutional investors beginning inthat is designed to provide a total compensation package that enables us to attract and retain, on a long-term basis, high caliber nonemployee

directors. The table below shows the fourth quarter of 2016 is as follows:cash retainers our directors are eligible to receive under our current nonemployee director compensation policy.

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In addition, on an annual basis, each such director will beis eligible to receive a grant of restricted share units having a fair market value of $125,000, which will vest in full on the one-year anniversary of the grant date.

In April 2017, we implemented a deferred compensation program for such directors to permit them to defer compensation awarded to them under our non-employee director compensation policy. In advance of an award and in compliance with the program'sprogram’s requirements and applicable tax law, a non-employee director may elect to defer the receipt of his or her cash compensation and/or the settlement of his or her restricted share unit award until the earliest of a director'shis or her death, disability, sale event, separation from service or December 31 of the year following the year in which the compensation is otherwise vested. In addition, in the event a director elects to defer his cash compensation, the director'sdirector’s account will be credited with a number of share units equal to 120% of the quotient obtained by dividing the aggregate deferred cash fees that would otherwise be payable on such date by the fair market value of an ordinary share on that date.

        Prior to our initial public offering, the non-employee directors who were not affiliated with any of our institutional shareholders received an annual cash retainer of $40,000 paid quarterly and other long-term incentives.

20162018 Non-Employee Director Compensation

The following table presents the total compensation for each person who served as a non-employee member of our Board during 2016. Other than as set forth in the table and as previously described, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the members of our Board in 2016.2018. Mr. Brown, who is our Chairman and also our former Chief Executive Officer, and Mr. Ibarguen, who is our President and Chief Executive Officer, receive no compensation for their services as a directordirectors and, consequently, neither of them is included in this table. In addition, Messrs. Bevan, Lincoln, Lovell and Meduña are affiliated with our institutional investors and, consequently, received no compensation for their service as a non-employee members of our Board in 2016.2018. The compensation received by each of Messrs. Brown and Ibarguen as our employees during 20162018 is set forth in the section of this proxy statement captioned "Executive Compensation—Summary Compensation Table."

In addition, Messrs. Evans, Hanrahan and O’Neill elected to defer their cash compensation during 2018 and were credited with a number of phantom share units equal to 120% of the quotient obtained by dividing the aggregate deferred cash fees that would otherwise be payable on such date by the fair market value of an ordinary share on that date. The phantom share units granted during 2018 were deemed fully vested upon the respective grant dates when the related cash fees were otherwise payable. The aggregate grant date fair value of the shares granted to the non-employee directors during 2016, computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair valuesuch awards for each of the shares reported in the Option Awards column are set forth in Note 14 in the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year endedMessrs. Evans, Hanrahan and O’Neill was $50,400, $58,800 and $54,000, respectively.

As of December 31, 2016.

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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF KPMG LLP

Proposal Proposal

KPMG LLP has served as AVH'sour independent auditor since December 2007 and has been appointed by the Audit Committee to continue as AVH'sour independent auditor for 2017.2019. In the event that ratification of the appointment of KPMG LLP as independent auditor for 20172019 is not approved by the shareholders at the Annual Meeting, the Board will review the Audit Committee'sCommittee’s future selection of independent auditors.

A representative of KPMG LLP is expected to be present at the Annual Meeting to respond to appropriate questions and to make any other statement deemed appropriate. The representatives will also be afforded an opportunity to make such statements as they desire.

Independent Registered Public Accounting Firm—Fee Information

Audit Fees

Fees for audit services totaled $1,580,640$1,051,818 and $2,661,477,$1,059,442 for 20162018 and 2015,2017, respectively. AuditFor 2018 and 2017, audit services included professional services provided in connection with the audit of our annual financial statements and audits of certain of our subsidiaries, and the reviews of our quarterly financial statements for the applicable year, and audit services in connection with the submission of our Registration Statement on Form S-1 in connection with our initial public offering.year.

Audit-Related Fees

Fees for audit-related services totaled $8,070 and $0,$165,027 for 2016 and 2015, respectively. Audit-related2018. For 2018, audit-related services principally included attestation services performed on the compilationfinancial statements of International Financial Reporting Standard accounting guidancea potential acquisition. There were no fees for a particular customer transaction.audit-related services in 2017.

Tax Fees

There were no fees for tax services for 2018. Fees for tax services totaled $15,861 and $52,000,$74,139 for 2016 and 2015, respectively. Tax2017. For 2017, tax services principally included tax compliance calculations for IRC Section 382 studies.

Other Fees

There were no other services performed for 20162018 or 20152017 other than as discussed above.

Pre-Approval Policies and Procedures

It is the policy of the Audit Committee to pre-approve all services, audit and non-audit, to be provided to us by our independent registered public accounting firm. Under the policy, the Audit Committee is generally required to pre-approve the provision by our independent registered public accounting firm of specific audit, audit-related, tax and other non-audit services, subject to the fee limits established from time to time by the Audit Committee, as being consistent with auditor independence.

Since the adoption of our pre-approval policy, all services provided by KPMG LLP as our independent registered public accounting firm were pre-approved by the Audit Committee.

Vote Required and Board Recommendation

Approval of this proposal requires the affirmative vote of a simple majority of the votes of the ordinary shares entitled to vote that are present at the Annual Meeting and are voted, as well as the

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presence of a quorum. Ordinary shares that constitute broker non-votes are counted as shares entitled to vote on Proposal No. 2. Abstentions will have no effect on voting for this proposal.

OUR BOARD RECOMMENDS A VOTEFOR RATIFICATION OF THE APPOINTMENT OF
KPMG LLP AS AVH'SOUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2017.

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REPORT OF THE AUDIT COMMITTEE

Our Audit Committee is composed of threefour directors, all of whom the Board has determined to be independent within the meaning of the New York Stock ExchangeNYSE and SEC Rules, meet the requirements for financial literacy under applicable rules and regulations of the New York Stock ExchangeNYSE and the SEC and otherwise meet the requirements for service on audit committees pursuant to such rules and regulations. The Board has designated Mr. Reilly as an "audit committee financial expert" as defined under the applicable rules of the SEC. The Audit Committee assists the Board in general oversight of our financial accounting and reporting process, system of internal control and audit process.

Our management has primary responsibility for our consolidated financial statements and for maintaining effective internal control over financial reporting. Our independent auditors, KPMG LLP, are responsible for expressing an opinion on our consolidated financial statements as to whether they present fairly, in all material respects, our consolidated financial position, results of operations and cash flows, in conformity with generally accepted accounting principles in the United States, or U.S. GAAP. This opinion is based on their audits.

In this context, the Audit Committee reports as follows:

1.

The Audit Committee has reviewed and discussed the audited consolidated financial statements with our management;

2.

The Audit Committee has discussed with the independent auditors the matters required to be discussed by the Public Company Accounting Oversight Board Auditing Standard 1301, "Communications with Audit Committees";

3.

The Audit Committee has received the written disclosures and the letter from the independent auditors required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence, and has discussed with the independent auditors their independence; and

4.

Based on the review and discussion referred to in the above paragraphs, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10‑K for the fiscal year ended December 31, 2018 for filing with the SEC.

        1.     The Audit Committee has reviewed and discussed the audited consolidated financial statements with our management;

        2.     The Audit Committee has discussed with the independent auditors the matters required to be discussed by the Public Company Accounting Oversight Board Auditing Standard 1301, "Communications with Audit Committees";

        3.     The Audit Committee has received the written disclosures and the letter from the independent auditors required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor's communications with the Audit Committee concerning independence, and has discussed with the independent auditors their independence; and

        4.     Based on the review and discussion referred to in the above paragraphs, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 for filing with the SEC.

The Audit Committee has also appointed KPMG LLP, and our Board has recommended that our shareholders ratify such appointment, to audit our consolidated financial statements for the year ending December 31, 2017,2019, and to provide review services for each of the quarters in the year ending December 31, 2017.2019.

Submitted by the Audit Committee

Richard Reilly (Chairman)

Debra Coy
Evan Lovell

Cyril Meduña

The information contained in the above Audit Committee Report shall not be deemed "soliciting material" or "filed" with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate it by reference into such filings.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of our ordinary shares as of April 18, 20172019 by:

•

·

each person known to us to beneficially own more than five percent of our outstanding ordinary shares based solely on our review of SEC filings;

·

each of our named executive officers;

·

each of our directors; and

·

all directors and executive officers as a group.

each person known to us to beneficially own more than five percent of our outstanding ordinary shares based solely on our review of SEC filings;



•

each of our named executive officers;



•

each of our directors; and



•

all directors and executive officers as a group.

Beneficial ownership is based upon 26,405,977 26,934,379 ordinary shares outstanding as of April 18, 2017,2019, unless otherwise indicated in the footnotes to the table. In addition, ordinary shares issuable upon exercise of share options or other derivative securities that are exercisable currently or will become exercisable within 60 days of April 18, 20172019 are deemed outstanding for computing the percentage of the person holding such options or other derivative securities, but are not deemed outstanding for purposes of computing the percentage owned by any other person. All of the ordinary shares listed in the table below are entitled to one vote per share and each of the persons described below has sole voting power and sole investment power with respect to the shares set forth opposite his, her or its name, except as otherwise noted. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o AquaVenture Holdings Limited, Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires AVH'sAVH’s directors, executive officers, and certain persons who own more than 10% of the outstanding ordinary shares of AVH to file with the Securities and Exchange Commission and the NYSE initial reports of ownership and reports of changes in ownership of AVH ordinary shares. Executive officers, directors and holders of at least 10% of the outstanding shares of AVH securities are required to furnish AVH with copies of all Section 16(a) reports they file. Based solely on written representations from reporting persons and on our review of Section 16(a) reports provided by those individuals, AVH believes that all required Section 16(a) filings were completed in a timely manner, or subsequently amended, for the year ended December 31, 2016.2018.

EXECUTIVE OFFICERS

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EXECUTIVE OFFICERS

The following table sets forth certain information about our executive officers as of the date of this proxy statement:

Please refer to "Proposal 1: Election of Directors" for biographies for Mr. Brown and Mr. Ibarguen.

Lee S. Muller,  57,59, has served as senior vice presidentour Senior Vice President and chief financial officer of AVHChief Financial Officer since October 2014. Mr. Muller has been senior vice presidentSenior Vice President and chief financial officerChief Financial Officer of theour Seven Seas Water business since December 2013. From October 2005 to December 2012, Mr. Muller served in various executive capacities, including executive vice presidentExecutive Vice President and chief financial officer,Chief Financial Officer, at ContourGlobal plc, a developer, owner and operator of electric power and district heating businesses. He was a core member of the management team and was responsible for commercial and investment banking, multilateral and rating agency relationships. Mr. Muller was also an investment banker with Goldman Sachs for over 10 years where he specialized in international project finance. Mr. Muller holds a B.S. in Accounting and Finance from Boston University and an M.B.A. from the University of Chicago.

EXECUTIVE COMPENSATION

Overview
EXECUTIVE COMPENSATION

Overview

Our executive compensation program historically has reflected our growth and corporate goals. To date, the compensation of the executive officers identified in the summary compensation table below, whom we refer to as our named executive officers, has consisted of a combination of base salary, performance-related bonuses and long-term incentive compensation in the form of equity awards. Our executive officers are also eligible to receive retirement, health and welfare benefits.

        As we transition from a private company to a publicly-traded company, we will evaluate our compensation values and philosophy and compensation plans and arrangements as circumstances require. At a minimum, we expect toWe review executive compensation annually with input from our Compensation Committee'sCommittee’s independent compensation consultant, Willis Towers Watson,consultants, if and when determined by the Compensation Committee. As part of this review process, we expect our Board and the Compensation Committee to apply our compensation philosophy when considering the compensation levels needed to ensure our executive compensation program remains competitive. We will also review whether we are meeting our retention objectives and the potential cost of replacing a key employee. We engaged Willis Towers Watson to perform a review of executive compensation during 2018, which consisted of a market comparison of executive compensation to peer companies with a similar market capitalizations, revenues, industries and growth strategies, targeting executive compensation at the 50th percentile.

The compensation provided to our named executive officers for 20162018 is detailed in the 20162018 Summary Compensation Table and accompanying footnotes and narrative that follows this section.

Our named executive officers in 2016for the year ended December 31, 2018 were:

•

·

Douglas R. Brown, our Chief Executive Officer;

·

Anthony Ibarguen, our President; and

·

Lee Muller, our Chief Financial Officer, Treasurer and Assistant Secretary.

On December 31, 2018, Mr. Brown, Chairman of the Board and Chief Executive Officer;



•

AnthonyOfficer of both the Company and Seven Seas Water, resigned his positions as Chief Executive Officer of the Company and Seven Seas Water. Mr. Brown remains with the Company following the transition date, focusing on mergers and acquisitions, and has also continued as a director and the Chairman of the Board. On January 1, 2019, Mr. Ibarguen was named to the role of Chief Executive Officer of the Company. Mr. Ibarguen will also continue to serve as a member of the Board and President of the Company, as well as Chief Executive Officer of Quench.  In addition, Olaf Krohg was named the Chief Executive Officer of our President;Seven Seas Water business, and



•

Lee S. Muller, our Chief Financial Officer, Treasurer and Assistant Secretary

(1)

Represents each named executive officers' salary earned during the respective year.

(2)

The amounts reported in the Bonus column for 2016 for Mr. Ibarguen represent a spot bonus for reaching a tenure milestone (eligible to all Quench employees if milestones achieved) and for Mr. Muller represent a discretionary bonus for his operational achievements. Amounts reported in 2015 represent discretionary cash bonuses paid to Messrs. Brown, Ibarguen and Muller.

(3)

The amounts reported in the Option Awards column represent the grant date fair value of the option awards granted during 2016 as described below, computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the awards reported in the Option Awards