Drax Group PLC — AGM Information 2016

Apr 20, 2016

DRAX GROUP PLC

(Incorporated in England and Wales 5562053)

Special Resolutions passed at the Annual General Meeting Drax Group plc held on 20 April 2016

• 1. It was resolved that subject to the passing of Resolution 14 above and in substitution for all subsisting authorities, to the extent unused, the directors be and they are hereby empowered pursuant to Section 570 and Section 573 CA 2006 to allot equity securities (within the meaning of Section 560 CA 2006) for cash either pursuant to the authority conferred by Resolution 14 or by way of a sale of treasury shares, as if Section 561(1) CA 2006 did not apply to any such allotment, provided that this power:
• a. shall be limited to the allotment of equity securities in connection with an offer of equity securities (but in the case of the authority granted under paragraph (b) of Resolution 14. by way of a rights issue only):
  • to ordinary shareholders in proportion (as nearly as may be practicable) to their $\mathbf{L}$ existing holdings; and
  • to holders of other equity securities as required by the rights of those securities or $\prod_{i=1}^n$ as the directors otherwise consider necessary, and so that the directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with any treasury shares, fractional entitlements or securities represented by depositary receipts, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or the requirements of any regulatory body or stock exchange or any other matter; and
• b. in the case of the authority granted under paragraph (a) of Resolution 14 and/or in the case of any sale or transfer of treasury shares which is treated as an allotment of equity securities under Section 560(3) CA 2006, shall be limited to the allotment (otherwise than under paragraph (a) of this Resolution 16) of equity securities up to an aggregate nominal amount of £2,348,941.

The powers conferred under paragraphs (a) and (b) above shall expire at the conclusion of the next AGM of the Company after the passing of this Resolution or 30 June 2017. whichever is the earlier, save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of such offer or agreement as if the power conferred hereby had not expired.

• 1. It was resolved that the Company be and is hereby generally and unconditionally authorised for the purposes of Section 701 CA 2006, to make market purchases (within the meaning of Section 693(4) CA 2006) of ordinary shares of 11¹⁶²⁹ pence each in the capital of the Company ("ordinary shares") on such terms and in such manner as the directors of the Company shall from time to time determine, provided that:
• a. the maximum aggregate number of ordinary shares hereby authorised to be purchased is 40.668.310:
• b. the minimum price (exclusive of expenses) which may be paid for an ordinary share is its nominal value:

• c. the maximum price (exclusive of expenses) which may be paid for an ordinary share is not more than the higher of:

  • $\mathbf{L}$ an amount equal to 105% of the average of the middle market quotations of an ordinary share (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the date on which that ordinary share is contracted to be purchased; and
  • the amount stipulated by Article 5(1) of the Buy Back and Stabilisation Regulation $\mathbf{H}_{\mathbf{r}}$ 2003:

• d. the authority hereby conferred shall expire on 20 October 2017 or, if earlier, at the conclusion of the next AGM of the Company following the passing of this Resolution. unless previously revoked, varied or renewed by the Company in general meeting; and

• e. the Company may at any time prior to the expiry of such authority enter into a contract or contracts under which a purchase of ordinary shares under such authority will or might be completed or executed wholly or partly after the expiration of such authority and the Company may purchase ordinary shares in pursuance of any such contract or contracts as if the authority conferred hereby had not expired.
• $17.$ It was resolved that a general meeting of the Company, other than an AGM, may be called on not less than 14 clear days' notice.

Certified a true copy of the Special Resolutions passed at the Annual General Meeting held on 20 April 2016.

Philip Hudson Company Secretary