Greencoat UK Wind PLC — AGM Information 2018

Apr 30, 2018

Greencoat UK Wind plc Announces Results of Annual General Meeting held on 30 April 2018 -

Full text of the resolutions and summary of the results

Ordinary Business

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 2017 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 pages 28 to 29 ofthe Annual Report andAccountsfor the financial year ended 31 December 2017.
• 1. To approve the Dividend Policy.
• 1. To re-appoint BDOLLP 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 Directorsto 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 £3,429,634.37.

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 2019, 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, orto convert any security into,shares(asthe case may be) inpursuanceofsuchanoffer 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 11 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 11 or by way of a sale of treasury shares, as if section 561(1) CA 2006 did not apply to any such allotment, provided thatthis 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 Directorsotherwiseconsidernecessary,

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 12) of equity securities up to an aggregate nominal amount of £1,028,890.31,

and shall expire at the conclusion of the next AGM of the Company after the passing of this Resolution or 30 June 2019, whichever is the earlier save that the Company may, before such expiry, make an offers and enter into agreements 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 authority 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 154,230,657;
• (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 quotationsfor anOrdinary 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 or 30 June 2019 whichever isthe 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 asif the authority conferred hereby had not expired.

Summary Totals GREENCOAT UK WIND PLC Annual General Meeting, 30-APR-2018 14:30 ORDINARY SHARES

	In Favour	Discretion	Against	Withheld
Resolution	Votes	Votes	Votes	Votes
1	640,797,254	80,842	3,709	7,285,755
2	647,409,121	75,177	665,972	17,290
3	647,992,383	75,177	0	100,000
4	594,519,164	75,177	29,649,583	23,923,635
5	618,561,942	75,177	29,523,059	7,382
6	590,578,320	75,177	55,855,251	1,658,811
7	646,394,422	79,303	38,733	1,655,102
8	646,392,157	79,303	36,573	1,659,527
9	646,388,520	79,303	38,108	1,661,629
10	646,390,498	79,303	42,657	1,655,102
11	647,407,990	83,503	553,450	122,617
12	647,240,255	84,303	684,021	158,981
13	647,419,209	79,303	523,315	145,733