GORE STREET ENERGY STORAGE FUND PLC

AGM Information • Sep 18, 2024

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title: Skeleton print of resolutions passed at a general meeting (including an AGM)
author: Practical Law Company
date: 2024-09-18 15:25:00+00:00

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COMPANY LIMITED BY SHARES

RESOLUTIONS OF GORE STREET ENERGY STORAGE FUND PLC

(the “Company”)

Passed on Wednesday, 18 September 2024

At the 2024 Annual General Meeting of the Company duly convened and held at Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH on Wednesday, 18 September 2024 at 10.00 a.m. the following resolutions were duly passed:

Resolution 11, as an Ordinary Resolution:

THAT, the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 (the “Act”) to exercise all the powers of the Company to allot ordinary shares in the Company up to an aggregate nominal amount of £505,099 (being 10% of the issued ordinary share capital at the date of this Notice) for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the next annual general meeting of the Company, save that the Company may, before such expiry, make offers or agreements which would or might require ordinary shares to be allotted and the Directors may allot ordinary shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

Resolution 12, as an Ordinary Resolution:

THAT, subject to the passing of resolution 11, and in addition to the authority granted pursuant to resolution 11 above, the Directors be generally and unconditionally authorised pursuant to section 551 of the Act to exercise all the powers of the Company to allot ordinary shares up to an aggregate nominal amount of £505,099 (which represents approximately 10% of the issued ordinary share capital at the date of this Notice) for a period expiring (unless previously renewed, varied or revoked by the Company in general meeting) at the conclusion of the next annual general meeting of the Company, save that the Company may, before such expiry, make offers or agreements which would or might require ordinary shares to be allotted and the Directors may allot ordinary shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

Resolution 13, as a Special Resolution:

THAT, subject to the passing of resolution 11 above, the Directors be and are hereby empowered, pursuant to sections 570 to 573 of the Act, to allot equity securities (as defined in section 560(1) of the Act) and/or sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment or sale of equity securities up to an aggregate nominal amount of £505,099 (which represents approximately 10% of the issued ordinary share capital at the date of this Notice); and provided that this power shall expire at the conclusion of the next annual general meeting of the Company, save that the Company may, at any time prior to the expiry of such power, make an offer or enter into an agreement which would or might require equity securities to be allotted or sold after the expiry of such power, and the Directors may allot or sell equity securities in pursuance of such an offer or agreement as if such power had not expired.

Resolution 14, as a Special Resolution:

THAT, subject to the passing of resolution 12 set out above, and in addition to the authority granted pursuant to resolution 13 above, the Directors be and are hereby empowered, pursuant to sections 570 to 573 of the Act, to allot equity securities (as defined in section 560(1) of the Act) and/or sell ordinary shares held by the Company as treasury shares for cash as if Section 561(1) of the Act did not apply to any such allotment or sale, provided that this power shall be limited to the allotment or sale of equity securities up to an aggregate nominal amount of £505,099 (which represents approximately 10% of the issued ordinary share capital at the date of this Notice); and provided that this power shall expire at the conclusion of the next annual general meeting of the Company save that the Company may, before such expiry, make offers or agreements which would or might require ordinary shares to be allotted and the Directors may allot ordinary shares in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

Resolution 15, as a Special Resolution:

THAT, the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares of £0.01 each in the capital of the Company, to be cancelled or held in treasury for potential reissue, provided that:

(a) the maximum aggregate number of ordinary shares that may be purchased is 75,714,411;

(b) the minimum price (excluding expenses) which may be paid for each ordinary share is £0.01;

(c) the maximum price (excluding expenses) which may be paid for each ordinary share is an amount equal to the higher of: (i) 105 per cent. of the average of the mid-market value of an ordinary share in the Company for the five business days prior to the day the purchase is made; and (ii) the higher of: a. the price of the last independent trade of an ordinary share; and b. the highest current independent bid for an ordinary share; and

(d) the authority conferred by this resolution shall expire at the conclusion of the Company’s next annual general meeting save that the Company may, before the expiry of the authority granted by this resolution, enter into a contract to purchase ordinary shares which will or may be executed wholly or partly after the expiry of such authority.

Resolution 16, as a Special Resolution:

THAT, a general meeting, other than an annual general meeting, may be called on not less than 14 clear days’ notice provided that this authority shall expire at the conclusion of the Company’s next annual general meeting.

Certified a true copy of the resolutions passed

………………………………………………

Benjamin Hanley

For and on behalf of Gore Street Services Limited

Secretary