Greencoat Renewables Plc — Proxy Solicitation & Information Statement 2018

Mar 12, 2018

GREENCOAT RENEWABLES

Attendance Card

Please bring this card with you to the meeting and present it at shareholder registration/accreditation.

Greencoat Renewables plc ("the Company") invites you to attend the Annual General Meeting ("AGM") of the Company to be held at Davy House, 49 Dawson Street, Dublin 2, Ireland on Thursday, 26 April 2018 at 2.00 p.m.

Shareholder Reference Number

Form of Proxy - Annual General Meeting ("AGM") to be held on 26 April 2018 at 2.00 p.m.

Cast your Proxy online...It's fast, easy and secure!

www.eproxyappointment.com

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown opposite and agree to certain terms and conditions.

Control Number: 914930

SRN:

PIN:

To view the AGM Documentation online log on to www.greencoat-renewables.com

To be effective, all proxy appointments must be lodged with the Company's Registrar at:

Computershare Investor Services (Ireland) Limited, P.O. Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18 D18 YZX6 or through the voting website, see above, by 24 April 2017 at 2.00 p.m.

Explanatory Notes:

1. Only those persons holding ordinary shares of 0.01 each in the capital of the Company ("Shareholders") registered in the register of members of the Company at 6.00 p.m. on 24 April 2018 or if the Meeting is adjourned, at 6.00 p.m. on the day that falls 48 hours before the time appointed for the adjourned meeting 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.
2. A Shareholder who is entitled to attend, speak, ask questions and vote at the Meeting of the Company is entitled to appoint a proxy to attend, speak, ask questions and vote on his or her behalf at the Meeting or any adjournment thereof. A Shareholder may appoint more than one proxy to attend, speak, ask questions and vote at the Meeting or any adjournment thereof in respect of ordinary shares held in different securities accounts. Only Shareholders have the right to appoint a proxy to attend, speak, ask questions and vote on his/her behalf at the Meeting or 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 Meeting should such ordinary 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 but must attend the Meeting to represent you. Any Shareholder wishing to appoint more than one proxy should contact the Registrars of the Company, Computershare Investor Services (Ireland) Limited, at P.O. Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, D18 YZX6 (phone number +353 1 447 5566).
3. 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 the Republic of Ireland, must be deposited with the Registrars of the Company either by post to Computershare Investor Services (Ireland) Limited, at P.O. Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin, Ireland or by hand (during normal business hours) to Computershare Investor Services (Ireland) Limited, at P.O. Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, D18 YZX6, Ireland, so as to be received in any case no later than 48 hours before the time appointed for the Meeting or any adjournment thereof or (in the case of a poll taken otherwise than at or on the same day as the Meeting or any adjournment thereof) at least 48 hours before the taking of the poll at which it is to be used. Any alteration to the form must be initialed by the person who signs it.
4. 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 Meeting or any adjournment thereof or (in the case of a poll taken otherwise than at or on the same day as the Meeting or any adjournment thereof) at least 48 hours before the taking of the poll at which it is to be used, the appointment of a proxy may:
   i. 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 you PIN number, which can be found above on this Form of Proxy; or

1. be submitted through CREST in the case of CREST members, CREST sponsored members or CREST members who have appointed voting service providers. Transmission of CREST Proxy instructions must be done and authenticated in accordance with Euroclear specifications as set out in the CREST Manual and received by the Registrar under CREST Participant ID 3RAS0.
2. This Form of Proxy must (i) in the case of an individual Shareholder be signed by the appointor or by his/her attorney or submitted electronically by the Shareholder or his/her attorney; or (ii) in the case of a body corporate be executed either under its common seal or signed on its behalf by a duly authorised officer or attorney or submitted electronically in accordance with notes 3.i. and 3.ii. above.
3. In the case of joint Shareholders, the vote of the senior Shareholder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint Shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding.
4. If you desire to appoint a proxy other than the Chairman of the Meeting or any adjournment thereof, please insert the proxy's name in block capitals in the space provided and delete the words "the Chairman of the Meeting or".
5. A proxy need not be a Shareholder of the Company but must attend the relevant meeting in person to represent you.
6. Please indicate how you wish your proxy to vote by marking the appropriate box. You may direct your proxy to vote "For", "Against", to "Vote Withheld" your vote or give him/her "Discretion" to vote as he/she wishes by marking as appropriate. If no such specific instructions are given, the proxy will vote or withhold from voting at his/her discretion. The Vote Withheld option is provided to enable you to obtain on any particular resolution. It should be noted that a vote cast as Vote Withheld is not a vote in law and will not be counted in the calculation of the proportion of votes "For" and "Against" the resolutions.
7. On any other business which may properly come before the Meeting or any adjournment thereof, and whether procedural and/or substantive in nature (including, without limitation, any motion to amend a resolution or adjourn the general meeting) not specified in the Notice of Meeting or this Form of Proxy, the proxy will act at his/her discretion.
8. The completion and return/submission of this Form of Proxy will not preclude a member from attending and voting in person.
9. If you are appointing a proxy other than the Chairman of the Meeting (or any adjournment thereof) or any other officer of the Company, please provide him/her with the Attendance Card attached hereto to facilitate his/her attendance.
10. Pursuant to Section 1095 of the Companies Act 2014 and Regulation 14 of the Companies Act, 1990 (Uncertificated Securities) Regulations 1996 (as amended), entitlement to attend and vote at the Meeting and the number of votes which may be cast thereat will be determined by reference to the register of members of the Company at 6.00 p.m. on 24 April 2018 or if the Meeting is adjourned, at 6.00 p.m. on the day that falls 48 hours before the time appointed for the adjourned meeting shall be entitled to attend and vote at the general meeting, or if relevant, any adjournment thereof. Changes to entries on the register of members after that time shall be disregarded in determining the rights of any person to attend and vote at the Meeting.

All Holders

300150

TIPNCC D01

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Poll Card To be completed only at the AGM if a Poll is called.

Ordinary Resolutions	For	Against	Abstain
1. To receive and consider the financial statements for the period ended 31 December 2017 together with the reports of the Directors and Auditors thereon.	☐	☐	☐
2. To re-appoint the following Directors;
(a) Rónán Murphy	☐	☐	☐
(b) Emer Gilvarry	☐	☐	☐
(c) Kevin McNamara	☐	☐	☐
3. To re-appoint BDO as auditor of the Company.	☐	☐	☐
4. To authorise the Directors to determine the remuneration of the Auditors.	For	Against	Abstain
---	---	---	---
5. To grant the Directors authority to allot ordinary shares pursuant to section 1021 of the Companies Act 2014.	☐	☐	☐
Special Resolutions	☐	☐	☐
6. To disapply statutory pre-emption rights in respect of any ordinary shares allotted pursuant to Resolution 5.	☐	☐	☐
7. To authorise the Company to make market purchases of its own shares up to 14.99 per cent. of the issued ordinary share capital.	☐	☐	☐
8. To grant the Directors authority to determine the price range at which of treasury shares may be reissued off-market.	☐	☐	☐

Signature

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Form of Proxy

Please use a black pen. Mark with an X ☐
inside the box as shown in this example.
You can also instruct your proxy not to vote on a resolution by inserting an "X" in the abstain box.
I/We hereby appoint the Chairman of the AGM OR the following person
☐

Please leave this box blank if you have selected the Chairman. Do not insert your own name(s), as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf on any matter at the Annual General Meeting of Greencoat Renewables plc to be held at Davy House, 49 Dawson Street, Dublin 2, Ireland on 26 April 2018 at 2.00 p.m., and at any adjournment thereof.
I/We direct that my/our vote(s) be cast on the specified resolutions as indicated by an X in the appropriate box.
* For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).
☐ Please tick here to indicate that this proxy appointment is one of multiple appointments being made.

Ordinary Resolutions	For	Against	Abstain
1. To receive and consider the financial statements for the period ended 31 December 2017 together with the reports of the Directors and Auditors thereon.	☐	☐	☐
2. To re-appoint the following Directors;
(a) Rónán Murphy	☐	☐	☐
(b) Emer Gilvarry	☐	☐	☐
(c) Kevin McNamara	☐	☐	☐
3. To re-appoint BDO as auditor of the Company.	☐	☐	☐
4. To authorise the Directors to determine the remuneration of the Auditors.	For	Against	Abstain
---	---	---	---
5. To grant the Directors authority to allot ordinary shares pursuant to section 1021 of the Companies Act 2014.	☐	☐	☐
Special Resolutions	☐	☐	☐
6. To disapply statutory pre-emption rights in respect of any ordinary shares allotted pursuant to Resolution 5.	☐	☐	☐
7. To authorise the Company to make market purchases of its own shares up to 14.99 per cent. of the issued ordinary share capital.	☐	☐	☐
8. To grant the Directors authority to determine the price range at which of treasury shares may be reissued off-market.	☐	☐	☐

I/we direct my/our proxy to vote on the resolutions proposed at the AGM (and any adjournment thereof) as indicated on this form. Where no instruction appears above as to how the proxy should vote the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting. My/our proxy shall decide on how to vote on my/our behalf in respect of any procedural resolutions moved at the AGM.

Signature

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Date
DD / MM / YY

In the case of a body corporate, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).

CCS 1416 01 GCRI +