Greencoat UK Wind PLC — AGM Information 2017

Apr 27, 2017

Greencoat UK Wind plc Announces Results of Annual General Meeting held on 26 April 2017 -

Full text of the resolutions and summary of the results

OrdinaryBusiness

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

• 1. To receive the Report of the Directors and the audited accounts of the Company for the financial year ended 31 December 2016 together with the Independent Auditor's Report on those audited accounts.
• 1. To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) set out on page 26 of the Annual Report and Accountsfor the financial year ended 31 December 2016.
• 1. To approve the Directors' Remuneration Policy set out on page 26 of the Directors' Remuneration Report contained within the Annual Report and Accountsfor the financial year ended 31 December 2016.
• 1. To approve the Dividend Policy.
• 1. To re-appoint BDO LLP as auditor of the Company to hold office from the conclusion of this AGM until the conclusion of the next general meeting at which the accounts are laid before the meeting.
• 1. To authorise the Directors to determine the remuneration of BDO LLP.
• 1. To re-elect Tim Ingram as a Director.
• 1. To re-elect William Rickett as a Director.
• 1. To re-elect Shonaid Jemmett-Page as a Director.
• 1. To re-elect Dan Badger as a Director.
• 1. To re-elect Martin McAdam as a Director.

Special Business

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

THAT, in substitution for all subsisting authorities to the extent unused, the Directors be and they are hereby generally and unconditionally authorised, in accordance with section 551 Companies Act 2006 ("CA 2006"), to exercise all the powers of the Company to allot ordinary shares of one penny each in the capital of the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company up to an aggregate nominal amount of £2,456,737.60.

The authority hereby conferred on the Directors shall expire at the conclusion of the next AGM of the Company after the date of the passing of this Resolution or 30 June 2018, whichever is the earlier save that under this authority the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to subscribe for, or to convert any security into, shares to be granted after such expiry and the Directors may allot

shares or grant rights to subscribe for, or to convert any security into,shares(as the case may be) in pursuance ofsuch an offer or agreement as if the authority conferred hereby had not expired.

1. To consider and, if thought fit, to pass the following resolution as a special resolution:

THAT, subject to the passing of Resolution 12 above, 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 Companies Act 2006 ("CA 2006"), to allot equity securities (within the meaning of section 560 CA 2006) for cash either pursuant to the authority conferred by Resolution 12 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 shall be limited to:

• (a) the allotment of equity securities in connection with an offer of equity securities:
• (i) to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
• (ii) to holders of other equity securities as required by the rights of those securities or as the Directorsotherwise considernecessary,

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) the allotment (otherwise than under paragraph (a) of this Resolution 13) of equity securities up to an aggregate nominal amount of £737,021.28,

and shall expire at the conclusion of the next AGM of the Company after the passing of this Resolution or 30 June 2018, 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. To consider and, if thought fit, to pass the following resolution as a special resolution:

THAT the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 Companies Act 2006 ("CA 2006"), to make market purchases (within the meaning of section 693(4) CA 2006) of ordinary shares of one penny each in the capital of the Company ("Ordinary Shares") on such terms and in such manner as the Directors shall from time to time determine, provided that:-

• (a) the maximum number of Ordinary Shares hereby authorised to be purchased is 110,479,490;
• (b) the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is one pence;
• (c) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share shall be

not more than the higher of (i) an amount equal to 105 per cent. of the average of the middle market quotations for 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 (ii) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current independent bid on the trading venues where the purchase is carried out;

• (d) the authority hereby conferred shall expire at the conclusion of the next AGM of the Company after the passing of this Resolution 14 or 30 June 2018 whichever is the earlier (unless previously revoked, varied or renewed by the Company in general meeting prior to such time); 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 may 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.

Summary Totals GREENCOAT UK WIND PLC Annual General Meeting, 26-APR-2017 14:30 ORDINARY SHARES

		In Favour	Discretion	Against	Withheld
Resolution		Votes	Votes	Votes	Votes
	1	421,508,447	155,341	0	6,164,230
	2	414,230,202	155,341	13,431,255	11,220
	3	427,084,359	155,341	572,098	16,220
	4	427,669,313	155,341	0	3,364
	5	408,662,410	155,341	12,848,401	6,161,866
	6	421,482,496	155,341	24,915	6,165,266
	7	427,655,113	161,141	5,000	6,764
	8	427,652,357	161,141	7,756	6,764
	9	427,480,616	161,141	179,497	6,764
	10	427,651,272	161,141	8,841	6,764
	11	427,646,413	173,241	5,000	3,364
	12	427,099,599	161,141	557,562	9,716
	13	427,080,413	161,141	576,748	9,716
	14	420,494,613	161,141	7,165,500	6,764