Greencoat Renewables Plc — AGM Information 2021

Mar 31, 2021

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author: Amy McMullan
date: 2021-03-26 14:21:00+00:00

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THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to consult your independent professional adviser, who is authorised or exempted under the European Union (Markets in Financial Instruments) Regulations 2017 or the Investment Intermediaries Act 1995, if you are resident in Ireland or who is authorised under the Financial Services and Markets Act, 2000 if you are resident in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside Ireland or the United Kingdom.

Thursday, 29 April 2021 at 9.00 a.m.

Notice of the Annual General Meeting of Greencoat Renewables PLC to be held at the offices of Greencoat Capital LLP at 51A Dawson Street, Dublin, D02 TV77 on Thursday, 29 April 2021 at 9.00 a.m., is set out in this document, accompanied by a Form of Proxy for use in connection with the resolutions at the meeting. To be valid, the Form of Proxy must be returned so as to be received by the Company’s Registrar, Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland not later than 9.00 a.m. on 27 April 2021, in the manner set out in the Notes attached to this Notice. Alternatively you may appoint a proxy electronically, by visiting the website of the Company’s Registrar; Computershare Investor Services (Ireland) Limited: www.eproxyappointment.com.

Chairman’s letter to Shareholders

Resolution 1: Receipt of Financial Statements

Resolution 2: Re-appointment of Directors

Resolution 3 & 4: Re-appointment and Remuneration of the Auditors

Resolution 5– Board authority to allot relevant securities (up to a maximum of one-third of the Company’s issued ordinary share capital)

Resolution 6 – Disapplication of statutory pre-emption rights in certain circumstances

Resolution 7 – Authority to make market purchases

Those Shareholders unable to attend the AGM may appoint a proxy. The process for appointing a proxy will depend on the manner in which you hold your ordinary shares in the Company.

For Shareholders whose name appears on the register of members of the Company (being those who hold their shares in certificated form and who do not hold their interests in ordinary shares as Belgian law rights through the Euroclear system or as CDIs through the CREST system), your proxy may be submitted:

by post, by completing the enclosed Form of Proxy and returning it to the Company’s Registrar, Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland; or

through the internet; instructions on how to do this are set out on the Form of Proxy.

Electronic proxy voting by Euroclear Nominees Limited in respect of the ordinary shares registered in the name of Euroclear Nominees Limited as nominee for Euroclear Bank SA/NV (“Euroclear Bank”) may also occur through the use of a secured mechanism to exchange electronic messages as agreed by the Company with Euroclear Bank.

Persons who hold their interests in ordinary shares as Belgian law rights through the Euroclear system or as CDIs through the CREST system, should consult with their stockbroker or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxy votes for the AGM through the respective systems.

For voting services offered by custodians holding Irish corporate securities directly with Euroclear Bank, please contact your custodian.

Further information for EB Participants

Participants in the Euroclear system (“EB Participants”) can submit proxy appointments (including voting instructions) electronically in the manner described in the document issued by Euroclear Bank in February 2021 and entitled ”Euroclear Bank as issuer CSD for Irish corporate securities” (the “EB Services Descriptions”. EB Participants can either send:

electronic voting instructions to instruct Euroclear Nominees Limited (as sole registered shareholder of all ordinary shares held through the Euroclear system) (“Euroclear Nominees”) to either itself, or by appointing the chairman as proxy, to:

vote in favour of all or a specific resolution(s);

vote against all or a specific resolution(s);

abstain from all or a specific resolution(s); or

give a discretionary vote to the chairman in respect of one or more of the resolutions being put to a shareholder vote; or

a proxy voting instruction to appoint a third party (other than Euroclear Nominees/the chairman of the meeting) to attend the meeting and vote for the number of ordinary shares specified in the proxy voting instruction.

Euroclear Bank will, wherever practical, aim to have a voting instruction deadline of one (1) hour prior to the Company’s proxy appointment deadline (being 48 hours before the relevant meeting).

Voting instructions cannot be changed or cancelled after Euroclear Bank’s voting deadline. There is no facility to offer a letter of representation/appoint a corporate representative other than through the submission of third-party proxy appointment instructions.

EB Participants are strongly encouraged to familiarise themselves with the new arrangements with Euroclear Bank, including the new voting deadlines and procedures.

Further information for CREST members with holdings of CDIs

Euroclear UK & Ireland Limited (“EUI”), the operator of the CREST system has arranged for voting instructions relating to the CDIs held in CREST to be received via a third-party service provider, Broadridge Financial Solutions Limited (“Broadridge”). Further details on this service are set out on the “All you need to know about SRD II in Euroclear UK & Ireland” webpage (see section CREST International Service – Proxy voting). CREST members can complete and submit proxy appointments (including voting instructions) electronically through Broadridge.

If you hold CDIs you will be required to make use of the Euroclear UK & Ireland proxy voting service facilitated on EUI’s behalf by Broadridge Global Proxy Voting service in order to receive meeting announcements and send back voting instructions as required.

To facilitate client set up, if you hold CDIs and wish to participate in the proxy voting service, you will need to complete the following documentation: Meetings and Voting Client Set-up Form (CRT408).

Completed application forms should be returned to EUI by an authorised signatory with another relevant authorised signatory copied in for verification purposes using the following email address: eui.srd2@euroclear.com.

Fully completed and returned applications forms will be shared with Broadridge by EUI. This will enable Broadridge to contact you and share further detailed information on the service offering and initiate the process for granting your access to the Broadridge platform.

The voting service will process and deliver proxy voting instructions received from CREST members on the Broadridge voting deadline date to Euroclear Bank, by its cut-off and to agreed market requirements. The same voting options as described above for EB Participants will be available (i.e. electronic votes by means of chairman proxy appointments or appointing a third-party proxy).

Broadridge’s voting deadline will be earlier than Euroclear Bank’s voting instruction deadline as set out above.

Broadridge will use best endeavours to accept late votes, changes and cancellations from a CDI Holder after the voting deadline but there is no guarantee that these will be processed within the requisite deadline. There is no facility to offer a letter of representation/appoint a corporate representative other than through the submission of third-party proxy appointment instructions.

CREST members with holdings of CDIs are strongly encouraged to familiarise themselves with the new arrangements with Broadridge, including the new voting deadlines and procedures and to take, as soon as possible, any further actions required by Broadridge before they can avail of this voting service.

Deadlines for receipt by the Company of proxy voting instructions

All proxy voting instructions (whether submitted directly or through the Euroclear or (via a holding of CDIs) CREST systems) must be received by the Company’s Registrar not less than 48 hours before the time appointed for the AGM or any adjournment of the AGM. However, persons holding through the Euroclear or (via a holding of CDIs) CREST systems will also need to comply with any additional voting deadlines imposed by the respective service offerings. Again, all persons affected are recommended to consult with their stockbroker or other intermediary at the earliest opportunity.

Recommendation

Rónán Murphy

Ocorian Administration (UK) Limited

Your attention is drawn to the special arrangements for the Annual General Meeting in response to the Coronavirus (“COVID-19”) pandemic, which are set out in this Notice.

If you sell or have sold or otherwise transferred all of your ordinary shares of €0.01 each in Greencoat Renewables PLC (“Ordinary Shares”), please forward this document and the accompanying Form of Proxy to the purchaser or transferee or the stockbroker, or other agent through whom the sale or transfer is/was effected for onward transmission to the purchaser or transferee.

ANNUAL GENERAL MEETING

at the offices of Greencoat Capital LLP at 51A Dawson Street, Dublin, D02 TV77, Ireland

GREENCOAT RENEWABLES PLC.

(Incorporated in Ireland under the Companies Acts 2014 – registered number 598470)

Directors:

Rónán Murphy - Independent Non-Executive Chairman

Emer Gilvarry - Independent Non-Executive Director

Kevin McNamara - Independent Non-Executive Director

Marco Graziano - Independent Non-Executive Director

Ocorian Administration (UK) Limited - Company Secretary

Riverside One

Sir John Rogerson’s Quay

Dublin 2

Ireland

31 March 2021

Dear Shareholder,

The Annual General Meeting (“AGM”) of Greencoat Renewables PLC (the “Company”) will be held at 9.00 a.m. on Thursday, 29 April 2021 at the offices of Greencoat Capital LLP at 51A Dawson Street, Dublin, D02 TV77.

I believe that the AGM provides a worthwhile and meaningful opportunity for holders of Ordinary Shares (“Shareholders”) to raise questions, engage with the directors of the Company (the “Directors” or the “Board”) and to vote on the business of the meeting.

Public Health Guidelines and the AGM

The well-being of our Shareholders and our people is a primary concern for the Directors. We are closely monitoring the COVID-19 situation and any advice by the Government of Ireland in relation to the pandemic. We will take all recommendations and applicable law into account in the conduct of the AGM. There will likely be very limited ability to attend the AGM in person and we would therefore encourage Shareholders to submit their Form of Proxy to ensure they can vote and be represented at the AGM. By submitting a Form of Proxy in favour of the chairman of the AGM you can ensure that your vote on the Resolutions is cast in accordance with your wishes without attending in person.

The Company continues to monitor the impact of COVID-19 and any relevant updates regarding the AGM, including any changes to the arrangements outlined in this Notice, will be announced via a Regulatory Information Service and will be available on www.greencoat-renewables.com.

In the event that it is not possible to hold the AGM either in compliance with public health guidelines or applicable law or where it is otherwise considered that proceeding with the AGM as planned poses an unacceptable health and safety risk, the AGM may be adjourned or postponed or relocated to a different time and/or venue, in which case notification of such adjournment or postponement or relocation will be given in accordance with applicable law.

Important changes to voting procedures for certain Shareholders for the AGM

This will be the Company’s first AGM since migration of the holding and settlement of uncertificated shares in the Company from CREST to the Euroclear Bank system which occurred on 15 March 2021. I would urge those of you who hold interests in our Ordinary Shares directly through the Euroclear Bank system or as CREST depository interests (“CDIs”) through the CREST system to consult with your stockbroker, custodian or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxy appointments or voting instructions for the AGM. These processes and timelines will differ from the comparable processes and timelines that applied in CREST. We have included some additional explanatory information, beginning at page 5 of this document under the heading “Action to be taken”, based on the information currently available to us, but it will be important for relevant Shareholders to confirm these procedures with their stockbroker, custodian or other intermediary as they may vary depending on the specific arrangements that are in place for individual Shareholders.

The Annual Report and Financial Statements for the period ended 31 December 2020 (the “2020 Annual Report”) are enclosed with this letter and are available to view and download from the Company’s website, www.greencoat-renewables.com.

The formal Notice of AGM appears on pages 8 to 11 of this document, and this letter explains the 9 items to be transacted at the AGM. In addition to the ordinary business to be transacted at the meeting, which is referred to in Resolutions 1 to 4 in the Notice, the Directors propose that special business, as set out in Resolutions 5 to 9 in the Notice, be transacted at the meeting for the purposes explained below.

Resolution 1 is an ordinary resolution asking Shareholders to receive and consider the financial statements and the reports of the Directors and Auditors thereon for the period ended 31 December 2020 following a review of the affairs of the Company.

Resolution 2 deals with the re-appointment of Directors. In accordance with the provisions of the AIC Corporate Governance Code and the Articles of Association of the Company, each of the current Directors will retire from office at the end of the AGM and, being eligible, offer themselves for re-appointment. The names of the Directors together with a detailed description of the skills, expertise and experience that each of the Directors brings to the Board are set out on page 22 of the 2020 Annual Report. The re-appointment of each Director will be considered separately as ordinary resolutions.

The Board regularly reviews the performance of Directors and is satisfied that all the Directors proposed for re-appointment continue to perform effectively and to demonstrate commitment to their respective roles. Details of the process used to evaluate the effectiveness of the Board and of individual Directors are set out on page 38 of the 2020 Annual Report.

In accordance with the provisions of the AIC Corporate Governance Code, the Company is required at each general meeting at which accounts are presented to appoint the auditor to hold office until the next such meeting. BDO have indicated their willingness to continue in office. Accordingly, Resolution 3 is an ordinary resolution that reappoints BDO as auditors of the Company and Resolution 4 is an ordinary resolution that authorises the Directors to fix the remuneration of the Auditors for the year ending 31 December 2021.

Resolution 5 would give the Directors' authority to allot relevant securities (as defined in the Companies Act 2014, but essentially Ordinary Shares or rights to subscribe for, or convert into, Ordinary Shares) up to an amount equal to an aggregate nominal value of €2,470,796 (representing approximately one third of the issued ordinary share capital of the Company as at 26 March 2021 (the latest practicable date prior to the publication of this Notice)). The Directors have no current intention of exercising this authority. If adopted, this authority will expire on close of business on the date of the next AGM of the Company or on the date 15 months after the passing of the resolution (whichever is earlier) unless previously varied, revoked or renewed. This resolution will be proposed as an ordinary resolution.

The authority proposed to be granted by this resolution is calculated on the same basis as the Board share allotment authority that was granted at the annual general meeting of the Company held on 29 April 2020 (which authority will expire at the conclusion of the 2021 AGM).

If the Directors wish to exercise the authority under Resolution 5 and offer Ordinary Shares or rights over Ordinary Shares for cash, the Companies Act 2014 requires that unless Shareholders have given specific authority for the waiver of their statutory pre-emption rights, the Ordinary Shares must be offered first to existing Shareholders in proportion to their existing shareholdings. In certain circumstances, it may be in the best interests of the Company to allot new Ordinary Shares (or to grant rights over new Ordinary Shares) for cash without first offering them to existing Shareholders in proportion to their holdings.

Resolution 6 is a special resolution that would authorise the Directors to do this by allowing the Directors to allot equity securities (as defined in the Companies Act 2014) for cash (i) by way of a rights issue (subject to certain exclusions), or by way of an open offer or other offer of securities (not being a rights issue) in favour of existing Shareholders in proportion to their shareholdings (subject to certain exclusions), or (ii) otherwise up to an aggregate nominal value of €741,238 which is equivalent to approximately 10 per cent. of the issued ordinary share capital of the Company on 26 March 2021, being the latest practicable date prior to the publication of this Notice.

If given, the authority will expire at the conclusion of the next AGM in 2022 or on the date 15 months after the passing of the resolution, whichever is earlier.

The Directors do not currently intend to allot Ordinary Shares other than to take advantage of opportunities in the market as they arise and only if they believe it would be advantageous to Shareholders to do so. As was stated in the admission document issued by the Company on 25 July 2017 (the “Admission Document”), any non-pre-emptive issue of Ordinary Shares will be priced at or above the then prevailing net asset value per Ordinary Share unless prior Shareholder approval is obtained.

The power proposed to be granted by this resolution is calculated on the same basis as the power given to Directors at the annual general meeting of the Company held on 29 April 2020 and which will expire at the conclusion of the 2021 AGM.

Resolution 7 is a special resolution asking Shareholders to give the Company (and its subsidiaries) the authority to make market purchases or overseas market purchases provided that the maximum number of Ordinary Shares authorised to be acquired shall not exceed 14.99 per cent. of the issued ordinary share capital of the Company as at close of business on the date on which the resolution is passed. If adopted, this authority will expire on close of business on the date of the next AGM of the Company or on the date 15 months after the passing of the resolution (whichever is earlier) unless previously varied, revoked or renewed.

The Directors do not have any current intention to exercise this power. Furthermore, such purchases would be made only at price levels which the Directors considered to be in the best interests of the Shareholders generally, after taking into account the Company’s overall financial position.

In addition, the authority being sought from Shareholders will provide that the minimum price (excluding expenses) which may be paid for such Ordinary Shares shall be an amount not less than the nominal value of the Ordinary Shares and the maximum price will be not more than the higher of:

5 per cent. above the average market value of the Ordinary Shares for the five business days prior to the day the purchase is made; and

the amount stipulated by Article 5(6) of the EU Market Abuse Regulation (No. 596/2014).

The authority conferred by this resolution, if passed, will be on identical terms to the existing authority given to Directors at the annual general meeting of the Company held on 29 April 2020 and which will expire at the conclusion of the 2021 AGM.

Resolution 8 – Reissue price range of treasury shares

Pursuant to Resolution 7, Shareholders are being asked to sanction (by way of special resolution) the price range at which any treasury share (that is, an Ordinary Share purchased and held by the Company rather than being cancelled) may be reissued off-market. The maximum and minimum prices at which such an Ordinary Shares may be reissued are 120 per cent. and 95 per cent., respectively, of the average market price of an Ordinary calculated over the five business days immediately preceding the date of such reissue. As at the date of this Notice, no issued Ordinary Shares are held as treasury shares.

As at 26 March 2021, being the latest practicable date before the publication of this Notice, the Company held no equity securities in treasury.

The authority conferred by this resolution, if passed, will be on identical terms to the existing authority given to Directors at the annual general meeting of the Company held on 29 April 2020 and which will expire at the conclusion of the 2021 AGM.

Resolution 9 – Authority to amend the Company’s Investment Policy

The Company adopted its investment policy, which is set out at paragraph 3.1 of Part 1 of the Admission Document, (the “Investment Policy”) at the time of admission of the Ordinary Shares to trading on the AIM market of the London Stock Exchange and Euronext Growth Market of Euronext Dublin (previously the Enterprise Securities Market of the Irish Stock Exchange plc) on 25 July 2017. The Investment Policy was further amended at the Annual General Meeting on 29 April 2020 so that the Company could invest in the Nordic regions of Denmark, Norway and Sweden and references in this document to the “Investment Policy” are to the amended policy.

The Investment Policy provides that the Company will invest only in aggregate, up to 40 per cent. of the Gross Asset Value (as defined therein) (calculated immediately following each investment) in operational wind energy assets or operational solar PV assets in Other Relevant Countries (as defined therein).

The Company has been exploring solar opportunities in Ireland in addition to the Other Relevant Countries. The additional jurisdiction of Ireland would provide the Company with the benefit of a larger pool of potential acquisition targets and facilitate the group’s diversification opportunities. Greencoat Capital has also developed a relationship with many of the key utilities and developers across the Irish region with respect to solar farms and development.

The Board is therefore proposing to amend the Investment Policy to allow the Company to invest in operational solar PV assets in Ireland on the basis that such investments, when combined with any other investments in operational wind energy assets or operational solar PV assets in Other Relevant Countries, shall be up to 40 per cent. of the Gross Asset Value (calculated immediately following each investment).

A full version of the proposed new investment policy can be found on the Company’s website at www.greencoat-renewables.com.

In accordance with Rule 8 of the AIM Rules and Rule 5.3 of Part II of the Euronext Growth Markets Rule Book, the proposed changes to the Company’s existing Investment Policy require the approval of Shareholders and accordingly Resolution 9 seeks Shareholders’ approval for the amendments to the Investment Policy described above. This resolution will be proposed as an ordinary resolution.

Action to be taken

The Directors are satisfied that each of the resolutions set out in the Notice of AGM are in the best interests of the Company and its Shareholders as a whole. Accordingly, your Directors unanimously recommend that you vote in favour of each of these resolutions to be proposed at the AGM, as they intend to do in respect of their own beneficial holdings.

Yours faithfully,

Chairman

NOTICE OF ANNUAL GENERAL MEETING

OF

GREENCOAT RENEWABLES PLC

(“Company”)

NOTICE is hereby given that the Annual General Meeting of the Company will be held at 9.00 a.m. on Thursday, 29 April 2021 at the offices of Greencoat Capital LLP at 51A Dawson Street, Dublin, D02 TV77 ("AGM") for the purpose of considering and, if thought fit, passing the following resolutions:

ORDINARY BUSINESS

To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:

Following a review of the Company’s affairs, to receive and consider the financial statements for the period ended 31 December 2020 together with the reports of the Directors and Auditors thereon.

By separate resolutions, to re-appoint the following Directors:

Rónán Murphy

Emer Gilvarry

Kevin McNamara

Marco Graziano

To re-appoint BDO as auditor of the Company and to hold office from the conclusion of this AGM until the conclusion of the next general meeting of which the Accounts are laid before the meeting.

To authorise the Directors to determine the remuneration of the Auditors.

SPECIAL BUSINESS

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That the Directors be and are hereby generally and unconditionally authorised, pursuant to Section 1021 of the Companies Act 2014, to exercise all of the powers of the Company to allot relevant securities (within the meaning of the said Section 1021) up to an aggregate nominal amount equal to €2,470,796. The authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company after the date of passing of this resolution or at the close of business on the date which is 15 calendar months after the date of passing of this resolution, whichever is earlier, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of the authority conferred by this Resolution which would or might require relevant securities to be allotted after such authority has expired, and the Directors may allot relevant securities in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.

To consider and, if thought fit, to pass the following resolutions as special resolutions:

That the Directors be and are hereby empowered, pursuant to Sections 1022 and 1023(3) of the Companies Act 2014, to allot equity securities (within the meaning of the said Section 1023(1)) for cash pursuant to the authority to allot relevant securities conferred on the Directors by Resolution 5 of this Notice of AGM as if Section 1022(1) did not apply to any such allotment, such power being limited to:

the allotment of equity securities in connection with any offer of securities, open for a period fixed by the Directors, by way of rights issue, open offer or otherwise in favour of the holders of equity securities and/or any persons having or who may acquire a right to subscribe for equity securities in the capital of the Company where the equity securities respectively attributable to the interests of such holders are proportional (as nearly as may reasonably be) to the respective number of equity securities held by them, and subject thereto, the allotment by way of placing or otherwise of any equity securities not taken up in such issue or offer to such persons as the Directors may determine; and, generally, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to legal or practical problems (including dealing with any fractional entitlements and/or arising in respect of any oversees shareholders) under the laws of, or the requirements of any regulatory body or stock exchange in, any territory; and

the allotment of equity securities (otherwise than pursuant to sub-paragraph (a) above) up to a nominal aggregate amount equal to €741,238.

provided that such power shall expire at the conclusion of the next annual general meeting of the Company after the date of passing of this resolution, or at the close of business on the date which is 15 calendar months after the date of passing of this resolution, whichever is the earlier, unless previously varied, revoked or renewed, and provided further 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.

That pursuant to Section 1074 of the Companies Act 2014, the Company and any subsidiary of the Company be and they are each hereby generally authorised to make market purchases or overseas market purchases (as defined by Section 1072 of that Act) of ordinary shares of €0.01 each in the capital of the Company (“Ordinary Shares”) on such terms and conditions and in such manner as the Directors may determine from time to time; but subject however to the provisions of that Act and to the following restrictions and provisions:

the maximum number of Ordinary Shares authorised to be acquired shall not exceed 14.99 per cent. of the ordinary share capital in issue in the Company as at close of business on the date on which this resolution is passed;

the minimum price (excluding expenses) which may be paid for any Ordinary Share shall be an amount equal to the nominal value thereof;

the maximum price (excluding expenses) which may be paid for any Ordinary Share (a “Relevant Share”) shall be the higher of:

5 per cent. above the average market price of an Ordinary Share as determined in accordance with this sub-paragraph (c); and

the amount stipulated by Article 5(6) of Regulation No. 596/2014 of the European Parliament and Council (or by any corresponding provision of legislation replacing that regulation);

where the average market value of an Ordinary Share for the purpose of sub-paragraph (i) shall be the amount equal to the average of the five amounts resulting from determining whichever of the following ((A), (B) or (C) specified below) in respect of Ordinary Shares shall be appropriate for each of the five business days immediately preceding the day on which the Relevant Share is purchased as determined from the information published by the trading venue where the purchase will be carried out reporting the business done on each of those five days:

if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took place; or

if there shall be only one dealing reported for the day, the price at which such dealing took place; or

if there shall not be any dealing reported for the day, the average of the closing bid and offer prices for the day,

and if there shall be only a bid (but not an offer) price or an offer (but not a bid) price reported, or if there shall not be any bid or offer price reported, for any particular day, that day shall not be treated as a business day for the purposes of this sub-paragraph (c); provided that, if for any reason it shall be impossible or impracticable to determine an appropriate amount for any of those five days on the above basis, the Directors may, if they think fit and having taken into account the prices at which recent dealings in such shares have taken place, determine an amount for such day and the amount so determined shall be deemed to be appropriate for that day for the purposes of calculating the maximum price; and if the means of providing the foregoing information as to dealings and prices by reference to which the maximum price is to be determined is altered or is replaced by some other means, then the maximum price shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the Euronext Dublin or its equivalent; and

the authority conferred by this resolution shall expire on close of business on the date of the next annual general meeting of the Company after the date of passing this resolution or the date which is 15 calendar months after the date of passing of this resolution (whichever is earlier), unless previously varied, revoked or renewed in accordance with the provisions of Section 1074 of the Companies Act 2014. The Company or any subsidiary may, before such expiry, enter into a contract for the purchase of Ordinary Shares which would or might be executed wholly or partly after such expiry and may complete any such contract as if the authority conferred hereby had not expired.

That:

subject to the passing of Resolution No. 7 above, for the purposes of section 1078 of the Companies Act, the re-allotment price range at which any treasury shares (as defined by the said Companies Act) for the time being held by the Company may be re-allotted off-market as ordinary shares of €0.01 each of the Company (“Ordinary Shares”) shall be as follows:

the maximum price at which a treasury share may be re-allotted off-market shall be an amount equal to 120 per cent. of the Appropriate Price; and

the minimum price at which a treasury share may be re-allotted off-market shall be an amount equal to 95 per cent. of the Appropriate Price;

for the purposes of this resolution the expression “Appropriate Price” shall mean the average of the five amounts resulting from determining whichever of the following ((i), (ii) or (iii) specified below) in respect of Ordinary Shares shall be appropriate for each of the five business days immediately preceding the day on which such treasury share is re-allotted, as determined from information published in the Euronext Dublin Daily Official List (or any successor publication thereto or any equivalent publication for securities admitted to trading on the Euronext Growth Market) reporting the business done on each of those five business days:

if there shall be more than one dealing reported for the day, the average of the prices at which such dealings took place; or

if there shall be only one dealing reported for the day, the price at which such dealing took place; or

if there shall not be any dealing reported for the day, the average of the closing bid and offer prices for the day:

and if there shall be only a bid (but not an offer) price or an offer (but not a bid) price reported, or if there shall not be any bid or offer price reported, for any particular day, then that day shall not be treated as a business day for the purposes of this sub-paragraph (b); provided that if for any reason it shall be impossible or impracticable to determine an appropriate amount for any of those five days on the above basis, the Directors may, if they think fit and having taken into account the prices at which recent dealings in such shares have taken place, determine an amount for such day and the amount so determined shall be deemed to be appropriate for that day for the purposes of calculating the Appropriate Price; and if the means of providing the foregoing information as to dealings and prices by reference to which the Appropriate Price is to be determined is altered or is replaced by some other means, then the Appropriate Price shall be determined on the basis of the equivalent information published by the relevant authority in relation to dealings on the Euronext Dublin or its equivalent; and

the authority hereby conferred shall expire on close of business on the date of the next annual general meeting of the Company after the date of passing this resolution or the date which is 15 calendar months after the date of passing of this resolution (whichever is earlier).

To consider and, if thought fit, to pass the following resolution as an ordinary resolution:

That the Company be and is hereby generally and unconditionally authorised to amend its investment policy as set out at paragraph 3.1 of Part 1 of the admission document issued by the Company on 25 July 2017 and as amended at the Annual General Meeting on 29 April 2020 (the “Investment Policy”) so that the Company can invest in aggregate, up to 40 per cent. of the Gross Asset Value (calculated immediately following each investment) in operational wind energy assets or operational solar PV assets in not only Other Relevant Countries but also Ireland.

By Order of the Board

Company Secretary

Registered Office:

Riverside One

Sir John Rogerson’s Quay

Dublin 2

Ireland

31 March 2021

AGM Notice: Notes

Covid-19 restrictions

In light of the ongoing impact of the Coronavirus (“COVID-19”) pandemic and related public health guidance, we encourage shareholders to submit their Forms of Proxy to ensure they can vote and be represented at the AGM without the need to attend in person.

We are closely monitoring the situation and the measures advised by the Government of Ireland in relation to the ongoing COVID-19 pandemic and will endeavour to take all recommended actions into account in the conduct of the AGM. The AGM will be convened with the minimum necessary quorum of two shareholders present in order to conduct the business of the meeting.

In the event that it is not possible to hold the AGM either in compliance with public health guidelines or applicable law or where it is otherwise considered that proceeding with the AGM as planned poses an unacceptable risk to health and safety, the AGM may be adjourned or postponed to a different time and/or venue, in which case notification of such adjournment or postponement will be given in accordance with the Company’s Articles of Association (“Articles of Association”).

Entitlement to attend and vote

Only those persons holding ordinary shares of €0.01 each (“Ordinary Shares”) in the capital of the Company registered in the register of members of the Company at 6.00 p.m. on 25 April 2021 or if the AGM is adjourned, at 6.00 p.m. on the day that falls four days before the date appointed for the adjourned meeting (for the purpose of these notes only, “Shareholders”) shall be entitled to attend, speak, ask questions and in respect of the number of Ordinary Shares registered in their name, vote at the meeting, or if relevant, any adjournment thereof. Changes in the register after that time and date will be disregarded in determining the right of any person to attend and/or vote at the meeting or any adjournment thereof.

Appointment of Proxies

A Shareholder who is entitled to attend, speak, ask questions and vote at a general meeting of the Company is entitled to appoint a proxy to attend, speak, ask questions and vote on his or her behalf at the AGM and may appoint more than one proxy to attend on the same occasion in respect of Ordinary Shares held in different securities accounts. Only Shareholders shall have the right to appoint a proxy to attend, speak, ask questions and vote on his/her behalf at the AGM and at any adjournment thereof. Such a Shareholder acting as an intermediary on behalf of one or more clients may grant a proxy to each of its clients or their nominees and such intermediary may cast votes attaching to some of the Ordinary Shares differently from other Ordinary Shares held by it. The appointment of a proxy will not preclude a Shareholder from attending, speaking, asking questions and voting at the general meeting should such Shareholder subsequently wish to do so. A proxy shall be bound by the articles of association of the Company. A proxy need not be a shareholder of the Company. Any Shareholder wishing to appoint more than one proxy should contact the Registrars of the Company, Computershare Investor Services (Ireland) Limited on +353 (0)1 4475566.

A Form of Proxy for use by Shareholders is enclosed with the Notice of AGM. To be effective, the Form of Proxy duly completed and executed, together with any original power of attorney or other authority under which it is executed, or a copy of such authority certified notarially or by a solicitor practising in Ireland, must be deposited with the Registrars of the Company, either by post (or by hand) to Computershare Investor Services (Ireland) Limited, 3100 Lake Drive, Citywest Business Campus, Dublin 24, D24 AK82, Ireland, so as to be received in any case no later than 48 hours before the time appointed for the AGM or adjourned AGM or (in the case of a poll taken otherwise than at or on the same day as the AGM or adjourned AGM) at least 48 hours before the taking of the poll at which it is to be used. Any alteration to the Form of Proxy must be initialled by the person who signs it.

Alternatively, subject to the articles of association of the Company and provided it is received not less than 48 hours before the time appointed for the holding of the AGM or adjourned AGM or (in the case of a poll taken otherwise than at or on the same day as the AGM or adjourned AGM) at least 48 hours before the taking of the poll at which it is to be used, the appointment of a proxy by a Shareholder may be submitted electronically, subject to the terms and conditions of electronic voting, via the internet by accessing the Company’s Registrar’s website www.eproxyappointment.com. You will need your control number, shareholder reference number and your PIN number, which can be found on your Form of Proxy. Electronic proxy voting by Euroclear Nominees Limited in respect of the ordinary shares registered in the name of Euroclear Nominees Limited as nominee for Euroclear Bank SA/NV ("Euroclear Bank") may also occur through the use of a secured mechanism to exchange electronic messages as agreed by the Company with Euroclear Bank.

In the case of a corporation, the Form of Proxy must be either executed under its common seal, signed on its behalf by a duly authorised officer or attorney, or submitted electronically in accordance with note 7.

Persons who hold their interests in ordinary shares of the Company as Belgian law rights through the Euroclear system (either directly or indirectly, including through a custodian) or as CREST depository interests through the CREST system, should consult with their stockbroker, custodian or other intermediary at the earliest opportunity for further information on the processes and timelines for submitting proxy voting instructions for the AGM through the respective systems.

Voting rights and total number of issued shares

In the case of joint Shareholders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other registered Shareholders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.

The total number of issued Ordinary Shares on the date of this Notice of AGM is 741,238,938. Each Ordinary Share carries one vote. In accordance with the requirements of Euroclear Bank, voting on each of the resolutions will be decided on a poll. Ordinary resolutions require to be passed by a simple majority of votes cast by those Shareholders who vote in person or by proxy. Special resolutions require to be passed by a majority of 75 per cent. of votes cast by those Shareholders who vote in person or by proxy.